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

Automotive-Gruppe were, from 1993, Director of Operations and member of the Management Board of
ITT Automotive Europe GmbH (Frankfurt am Main) and from 1994, Managing Director of the Electrical
Systems Division of ITT Automotive Europe GmbH in Bietigheim-Bissingen. Since 1998 Mr Sattig has
worked as a self-employed management consultant in Leonberg. Mr Sattig is a member of the
Supervisory Board of G. Mohr Präzisionsteile GmbH, Karlsbad.
The Supervisory Board’s remuneration is set out in the Articles of Association. Accordingly to the latter,
in addition to the reimbursement of any expenses incurred by a member in conducting his duties, each
member of the Supervisory Board receives remuneration in the sum of EUR 15,000 for each full year
for which he has been a member of the Supervisory Board. The Chairman receives twice this sum, and
the Deputy Chairman receives one-and-a-half times this sum. In addition to the reimbursement of
expenses and remuneration, value added tax is also reimbursed. Further, the Company may conclude
personal liability insurance (D&O insurance) for the members of the Supervisory Board and pay the
associated insurance premiums.
The former members of the Supervisory Board who held office for the short fiscal period which ran
from August 25, 2000 to September 30, 2000, and who have since resigned from the Supervisory
Board, did not receive any remuneration or reimbursement for expenses. For the fiscal year 2000/2001,
which commenced on October 1, 2000, the members of the Supervisory Board will receive
remuneration in line with the Articles of Association.
The Company has not made any loans to the members of the Supervisory Board nor has it assumed any
guarantees or issued any similar assurance for the benefit of the Supervisory Board members.
Employee and Management Share Scheme
To allow employees and management members to participate in its equity, the Company intends, firstly,
to grant the employees and management members subscription rights for shares and, secondly, to
enable employees and management members to acquire shares in the context of a preferential
allotment.
Stock Option Plan
In order to allow employees and management of the Company and its associated companies to acquire
equity in the Company, the Management Board was authorized, by way of a resolution passed by the
General Meeting on February 21, 2001, to grant subscription rights for up to a total of 3,400,000 bearer
shares in the Company to the employees and members of the management of the Company and of the
companies in which the Company either directly or indirectly holds a majority interest (the ‘‘Nordex
Group’’). The subscription rights may be granted on one or more occasions before March 31, 2005 and
such grant requires the approval of the Supervisory Board. To the extent that the subscription rights
benefit the Management Board, the Supervisory Board is authorized to grant them. Of the subscription
rights, up to 580,000 (approximately 17.1%) may be allocated to members of the Company’s
Management Board, up to 1,020,000 (30%) may be allocated to the Managing Directors of associated
companies, up to 440,000 (approximately 13.9%) may be allocated to the Company’s employees and up
to 1,360,000 (40%) may be allocated to employees of associated companies. Beneficiaries who belong
to more than one of the groups named above will only receive subscription rights as a member of one
such group and shall be entitled to shares only from the number of the subscription rights allocated to
the group in question.
The Company’s Management Board will determine the individual beneficiaries and the number of
subscription rights to be granted to each of these. To the extent that these subscription rights are to be
granted to members of the Management Board, this will be determined by the Supervisory Board.
Subscription rights may only be granted to beneficiaries during two 15-day periods, one beginning on
the first bank working day following the annual Ordinary General Meeting of the Company and the
other beginning on the first bank working day following the publication of the results for the third
quarter (each a ‘‘Subscription Rights Period’’). In addition, options to subscribe shares granted as part of
the Company’s Offering may be granted during an additional Subscription Rights Period commencing
on March 20, 2001 and ending on April 2, 2001 at 9.00 a.m.
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