OFFERING MEMORANDUM Global Offering of up to ... - Nordex

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exempt individual Management Board members from the restrictions contained in section 181 BGB so that such Management Board members are able to conduct legal transactions involving the Company as a representative of a third party (multiple representation). The Company’s Management Board is currently made up of the following members, all of whom can be reached via Nordex AG, Centroallee 265, 46049 Oberhausen, Germany: Name Position Dr. Dietmar J. Kestner Production, supply management, technology and service Carsten Pedersen Sales Rudolf H. Schulz Finance Dr. Dietmar J. Kestner (age 44) is the current Chairman of the Company’s Management Board. After studying engineering, Dr. Kestner took a doctorate in the field of energy and power station technology at the University of Essen. He started his career with Vereinigte Kesselwerke AG as a project engineer and subsequently worked for Riley Stoker Corp. in the US, where he was employed as Product Manager and Director International Sales and Marketing then for StandardKessel GmbH, where he held the position of Head of Sales. He then went on to work for Babcock-Omnical Industrie Kessel GmbH where he was the spokesman for the Management Board and, in 1997, he moved to Turbo-Lufttechnik GmbH where he was the Chairman of the Management Board. In 2000 he became Chairman of the Management Board of Borsig Energy GmbH. Dr. Kestner has been a member of Nordex AG’s Management Board since the Company’s formation on August 25, 2000. He became the Chairman of the Management Board on January 22, 2001. Carsten Pedersen (age 37) is a member of Nordex AG’s Management Board and is responsible for sales. After completing his education at the Herning Technical School in Herning, Denmark, Mr. Pedersen began his professional career with Brande Beholder og Kedel Fabrik in Give, Denmark. Mr. Pedersen commenced his studies at the Herning Business College in 1984. Carsten Pedersen became a managing partner of Nordex Energy GmbH in 1987 and has been a member of Nordex AG’s Management Board since December 21, 2000. Rudolf H. Schulz (age 33) is a member of Nordex AG’s Management Board and is responsible for finance. He studied at the Universities of Kaiserslautern, Germany and Glasgow, Scotland from 1988 to 1994, and graduated with a degree in management and engineering. In 1995, he started his professional career with Babcock Borsig AG and, in 1996, moved to DB Management Consulting AG to become a project manager, returning to Babcock Borsig AG in 1997 as assistant to the Chairman of the Management Board. He became Managing Director of Balcke Dürr Energietechnik GmbH in February 1999 and simultaneously became Executive Vice President of BDT Engineering Corp., United States, a position he held until December 2000. He became a member of Nordex AG’s Management Board on December 21, 2000. In addition to their duties as members of the Management Board, Dietmar Kestner and Carsten Pedersen are also managing directors of Nordex Energy GmbH. None of the members of the Management Board conducts any significant activities outside the Nordex Group that are of importance to the Company. Mr. Pedersen is a member of the Supervisory Board of the listed company Gentech A/S in Copenhagen. The members of the Company’s Management Board did not receive any remuneration for their duties in the short fiscal period which ran from August 25 to September 30, 2000. In the current fiscal year 2000/2001, the total remuneration for the members of the Management Board is expected to total approximately EUR 950,000. As part of the Offering, the members of the Management Board were offered preferential subscription rights for shares in the Company at their issue price up to a total value of EUR 10,000. Only Dr. Kestner took up this opportunity and subscribed for shares in the amount of E10,000 – i.e. 1,110 shares. In addition, as part of the Offering, the members of the Management Board will be granted subscription rights to shares in the Company. The members of the Company’s Management Board received approximately 166,667 stock options pursuant to the Option Terms and Conditions 2001 (see ‘‘—Employee and Management Share Scheme’’). 80
The Company has not granted any loans to members of the Management Board nor has it assumed any guarantees or issued any similar assurance for the benefit of the members of the Management Board.] Supervisory Board The Company’s first Supervisory Board was made up of three members, who were elected in accordance with section 1 30 (3) of the Aktiengesetz. The Supervisory Board was discharged on February 21, 2001 following the short fiscal period. The Extraordinary General Meeting held on January 26, 2001 resolved to increase the number of Supervisory Board members. As a result, the Supervisory Board is now made up of six members. It is composed in accordance with statutory provisions. Supervisory Board members are elected for a period of four years which runs until the end of the General Meeting in the fourth fiscal year at which shareholders pass a resolution formally approving the actions of the Management Board and the Supervisory Board, unless a resolution to the contrary is passed by the General Meeting. The fiscal year in which the Supervisory Board members are elected is not taken into account when calculating this period. Members of the Supervisory Board may be reelected. Replacement members may be elected. If a Supervisory Board member resigns before the end of his term of office without being replaced, the next General Meeting must hold a by-election to fill the post for the remainder of the resigned member’s term of office. The same applies if an elected member declines to assume the position to which he has been elected. Each member of the Supervisory Board can resign his or her office, subject to a notice period of one month, by way of a written declaration to the Chairman of the Supervisory Board or to the Management Board. The Supervisory Board may waive this notice period. A resolution of the General Meeting passed by a simple majority is sufficient to revoke the appointment of a member of the Supervisory Board, elected by the General Meeting without having been nominated by the shareholders prior to the end of this member’s term of office, provided that this resolution is proposed jointly by the Managing and Supervisory Boards. The Supervisory Board elects a Chairman and Deputy Chairman from among its members for the duration of the elected member’s term of office on the Supervisory Board. If the Chairman or Deputy Chairman retires before the end of his term of office, the Supervisory Board must elect a replacement for the remaining term without delay. The Chairman of the Supervisory Board only delegates the making of declarations of intent by the Supervisory Board and its committees to his deputy in the event that he is unable to make such declaration himself. The Supervisory Board will adopt its own by-laws in line with statutory provisions and those of the Company’s Articles of Association. The Supervisory Board is authorized to make amendments to the Articles of Association. The Company’s Supervisory Board is currently made up of the following members, who can all be reached via Nordex AG, Centroallee 265, 46049 Oberhausen, Germany: Name Main activities, Place of residence Dr. Hans W. Fechner (Chairman) Flemming Pedersen (Deputy Chairman) Hans Berger Michael von Cappeln Member of the Management Board of Babcock Borsig AG, Ratingen, Düsseldorf, Germany Director of Brande Investerings & Finanzierungsselkas, Give, Denmark Deputy Chairman of the Management Board of Landesbank Schleswig Holstein, Kiel, Germany Deputy Chairman of the Management Board of BDAG Balcke- Dürr AG, Krefeld, Germany Dr. Gerd Jäger Member of the Management Board of RWE AG Essen, Germany Bernd Sattig Management Consultant, Leonberg, Germany Dr. Hans W. Fechner (age 47) Mr Fechner is the Chairman of the Supervisory Board of the Company. After studying for a degree in Electrical Engineering and Nuclear Reactor Technology at the Technical Rheinisch-Westfälische University in Aachen, he started his career as a development engineer with Rössel Meßtechnic GmbH. After that he worked as a research and product engineer at the Centre for Nuclear Research in Jülich 81
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OFFERING MEMORANDUM Oberhausen, Ger
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Forward-looking Information This Of
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account of a QIB, whom the seller h
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Nordex AG Oberhausen, Germany Offer
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Table of Contents Notice to New Ham
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Financial Information. . . . . . .
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Summary of the Offering Memorandum
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Management Board of Nordex AG and t
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Selected Financial Data of the Nord
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Shareholders. In each case, the cos
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Code - will be held under a separat
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Capitalization The following table
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organizational structures to meet t
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condition, results of operations an
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Risks Inherent in the Market and Co
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In addition, there is a risk that p
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Shareholders’ Meeting of Nordex A
Page 35 and 36: Nordex AG believes that generating
Page 37 and 38: The US provides federal support for
Page 39 and 40: Business Introduction and Overview
Page 41 and 42: manufacturers, customers and suppli
Page 43 and 44: The following table illustrates the
Page 45 and 46: According to the provisional figure
Page 47 and 48: Vestas Wind Systems A/S and Bonus E
Page 49 and 50: Strategy Nordex’s overall strateg
Page 51 and 52: The following figure illustrates th
Page 53 and 54: due to their various sizes and nomi
Page 55 and 56: The maximum weekly production capac
Page 57 and 58: The Company’s marketing is mainly
Page 59 and 60: total value of its requirement for
Page 61 and 62: Intellectual Property Rights Patent
Page 63 and 64: Since it ceased being a member of t
Page 65 and 66: The following table provides an ove
Page 67 and 68: accept and pay for the rotor blades
Page 69 and 70: Before construction of the wind par
Page 71 and 72: Relationships with Principal Shareh
Page 73 and 74: Agreements with Associated Companie
Page 75 and 76: interests it held with a total nomi
Page 77 and 78: underwriting syndicate lead-managed
Page 79 and 80: Earnings per Share The following ta
Page 81 and 82: Auditor for the Subsidiaries The fi
Page 83 and 84: Capital stock: EUR 25 thousand Rese
Page 85: Executive Bodies of the Company, Em
Page 89 and 90: Automotive-Gruppe were, from 1993,
Page 91 and 92: two comprises the managing director
Page 93 and 94: Management’s Discussion and Analy
Page 95 and 96: Comparison of Fiscal Years 1999/200
Page 97 and 98: was due primarily to the Company in
Page 99 and 100: In total, the average pro forma inc
Page 101 and 102: EUR 3.40 million as of September 30
Page 103 and 104: with terms of between two and five
Page 105 and 106: Liquidity Cash flow from operations
Page 107 and 108: corporation income tax a special ta
Page 109 and 110: or a refund of the amount by which
Page 111 and 112: The above-mentioned tax liability c
Page 113 and 114: Financial information (Combined) Pr
Page 115 and 116: Assets (Combined) pro forma CONSOLI
Page 117 and 118: (Combined) pro forma CONSOLIDATED I
Page 119 and 120: (Combined) pro forma STATEMENTS OF
Page 121 and 122: were eliminated from net incomes an
Page 123 and 124: In the years under review, the cons
Page 125 and 126: Since Taifun AG will not commence w
Page 127 and 128: The calculation of imputed taxes, t
Page 129 and 130: (5.2) Inventories 9-30-2000 E13,903
Page 131 and 132: (5.6) Equity 9-30-2000 E16,013,985.
Page 133 and 134: (5.10) Deferred income 9-30-2000 E1
Page 135 and 136: (6.7) Amortization/depreciation 199
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A detailed breakdown of income taxe
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Primary segment report The Wind Ene
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F-29 (Combined) fixed-asset analysi
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F-31 (Combined) fixed-asset analysi
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alances (receivables, payables, inc
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MANAGEMENT REPORT FOR THE ABBREVIAT
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ANNUAL FINANCIAL STATEMENTS FOR THE
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Group affiliation TAIFUN AG as well
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Assets Pro forma CONSOLIDATED BALAN
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Pro forma CONSOLIDATED INCOME STATE
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Pro forma STATEMENT OF CHANGES IN E
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The restatements made to reconcile
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(3) Consolidation procedures Accord
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(5.2) Inventories 12-31-2000 E 38,0
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(5.7) Future payables under l/t con
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(6.5) Other operating expenses Firs
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Primary segment report The Wind Ene
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F-59 Combined fixed asset analysis
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INDEPENDENT AUDITOR’S CERTIFICATE
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Owing to the accounting system havi
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Research and development Certificat
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ANNUAL FINANCIAL STATEMENTS FOR THE
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ANNUAL ACCOUNTS FOR THE FISCAL YEAR
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(6) Liabilities Remaining term 1 ye
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Shareholdings Interest held Equity
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AUDITOR’S OPINION We audited the
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Recent Developments and Outlook Dur
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Glossary Alternative energy sources
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Medium voltage A type of voltage. T
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Stall-regulated wind turbine Stall-
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On the basis of the above Company R
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SUMMARY OF CERTAIN DIFFERENCES AMON
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the accrued interest of the present
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ecognise foreign currency gain or l
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UNDERWRITING AND SALE Dresdner Klei
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OFFERING MEMORANDUM Global Offering of up to ... - Nordex

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