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

Exercise of the subscription rights must be staggered. Up to one third of the rights may be exercised
two years after they are initially granted, another third may be exercised three years after they are
initially granted, and the remaining third can be exercised four years after they are initially granted
(‘‘Waiting Periods’’). The terms and conditions for the issue of options to subscribe shares may also
foresee longer Waiting Periods before the rights may be exercised for the first time. The subscription
rights remain valid for a maximum term of eight years from the date on which they are granted. The
terms and conditions for the issue of options to subscribe shares may specify a shorter term which
however may not be less than five years. Subscription rights may only be exercised during two 15-day
periods in each year. The first such period begins on the first bank working day after the annual
Ordinary General Meeting of the Company and the second begins on the first bank working day after
the publication of results for the third quarter (each an ‘‘Exercise Period’’). If and to the extent that an
Exercise Period falls either fully or partially within a period during which Nordex AG publishes an offer
in the Bundesanzeiger (German Federal Gazette) to its shareholders to subscribe new shares or bonds
carrying conversion or subscription rights, or if an Exercise Period falls either fully or partially in the
period between the end of a fiscal year and the day on which the shares of the Company carrying
subscription rights are quoted ‘‘ex rights’’ for the first time on the Frankfurt Stock Exchange, the
subscription rights may not be exercised and the relevant Exercise Period will be extended by the
appropriate number of exercise days on which the subscription rights could not be exercised.
The subscription rights are issued free of charge. When the subscription rights are exercised, the holder
must pay an exercise price for each such exercise. The exercise price corresponds to the average closing
price for the Company’s shares quoted on the Xetra system on the Frankfurt Stock Exchange on the ten
trading days prior to the end of the Subscription Rights Period in which the relevant subscription rights
were granted (‘‘Reference Price’’), plus a fixed premium of 25% of the Reference Price as performance
target. For options offered as part of Nordex AG’s Offering, the exercise price is the issue price plus a
fixed premium of 25% as performance target.
The subscription rights are non-transferable. Subscription rights lapse if the beneficiary’s contract of
employment with Nordex AG or with an associated company ends – for whatever reason – and is not
replaced with another such contract with another company associated with Nordex AG. This does not
include subscription rights for which the relevant Waiting Period has expired. These rights may be
exercised once only, in the Exercise Period following the end of the employment contract. Different
arrangements can be made in the event of the beneficiary’s retirement, incapacity or death, or if an
associated company should cease to be a member of the Nordex Group.
The Management Board has been authorized, subject to the approval of the Supervisory Board, to
determine the further details of the terms and conditions of the options to subscribe shares together
with matters relating to the issue and characteristics of the new shares for subscription.
To facilitate the exercise of the stock options, which the Management Board and Supervisory Board
were authorized to issue by a resolution passed by the General Meeting on February 21, 2001, the
General Meeting also resolved to create contingent capital totaling EUR 3,400,000 (see ‘‘General
Information on the Company’’ and ‘‘Capitalization’’).
Option Terms and Conditions 2001
As part of its Offering, the Company intends to grant rights to subscribe for its bearer shares to its
employees and to senior managers of the Company as well as to companies in the Nordex Group. The
extent to which the Company will use the authorization granted by the General Meeting on
February 21, 2001 in this regard to issue further capital will depend on the placement price.
A resolution concerning the terms and conditions for the issue of options to subscribe shares in this
first tranche was passed on March 8, 2001 by the Management Board and approved by the Supervisory
Board on March 19, 2001 (the ‘‘Option Terms and Conditions 2001’’). The Option Terms and Conditions
2001 stipulate that the number of options to be granted to individual beneficiaries depends on which
category to which the employee belongs and, in the case of the members of the Management Board,
also the Offer Price of the shares of Nordex AG. The Company has defined five employee categories for
this purpose: category one comprises the members of the Company’s Management Board; category
84