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

two comprises the managing directors of Nordex Energy GmbH and Südwind Energy GmbH; category
three comprises the managing directors of the other subsidiaries and divisional leaders within the
Nordex Group; category four comprises other managers and professionals employed by the Nordex
Group; and category five comprises the other employees. The Company has set a fixed amount of
options for employees in categories two to five. For category two there are 67,000 options, for category
three there are 23,000 options, for category four there are 10,000 options and for category five there
are 1,667 options reserved. For category one, i.e., the Management Board of the Company, the
Company has determined certain amounts (the ‘‘Option Amount’’). This amount is divided by the Offer
Price of the Company’s shares in order to derive the number of shares to be granted to each relevant
beneficiary. On the basis of an Offer Price below EUR 12.00 per share, the Option Amount totals EUR
1,500,000; on the basis of an Offer Price of EUR 15.00 per share and above, the Option Amount equals
EUR 2,500,000. For an Offer Price between EUR 12.00 and EUR 15.00, the Option Amount increases on
a linear basis from EUR 1,500,000 to EUR 2,500,000.
Further, the Option Terms and Conditions 2001 supplement the resolution of the General Meeting on
February 21, 2001, that the subscription rights are to be granted personally to the beneficiary and that
these subscription rights are non-transferable. Beneficiaries are not permitted to dispose of
subscription rights, to grant sub-interests in them or establish trusts over them. Further, beneficiaries
are not permitted to enter into short positions or comparable futures transactions that are the
economic equivalent of selling the options. In the event that the Company’s employment contract with
the beneficiary is terminated, for whatever reason, the subscription rights will expire insofar as these
could not be exercised at the point in time when the contract was terminated and the beneficiary will
not receive any compensation in respect thereof. The beneficiary can exercise subscription rights on
one occasion from tranches that could have been but were not exercised at the time the contract was
terminated, in the Exercise Period that follows the time at which such notice is given. In the event that
the beneficiary is moving directly between two companies in the Nordex Group, is retiring or is
incapacitated, the subscription rights will remain in force unchanged. In the event of the beneficiary’s
death, the beneficiary’s heirs/legatees are authorized, upon proving their entitlement, to exercise these
subscription rights under the same conditions. This also applies in the event of part of the Company’s
operations being spun off, or if a company should cease to be a member of the Nordex Group.
Subscription rights of beneficiaries who have retired or taken early retirement or subscription rights
that can be exercised by heirs/legatees, remain in force unchanged. The last possible time at which the
subscription rights can validly be exercised is the Exercise Period starting on the day following the
Ordinary General Meeting at which the shareholders formally approve Managements’ actions for the
fiscal year 2004/2005. Any subscription rights that are not exercised in this Exercise Period will expire
without compensation being payable.
The first tranche of subscription rights capable of being exercised in accordance with the Option Terms
and Conditions 2001 will, after a lock-up period of two years, be capable of being exercised on the day
following the Ordinary General Meeting at which shareholders formally approve the actions of the
Managing and Supervisory Boards for the fiscal year 2001/2002, which date shall however be no earlier
than March 1, 2003 (‘‘Tranche 1’’). Up to 33% of the subscription rights granted can be exercised in
Tranche 1. The second tranche capable of being exercised can be exercised from the day following the
Ordinary General Meeting at which the shareholders formally approve the actions of the Management
Board and the Supervisory Board for the fiscal year 2002/2003, which shall not however be earlier than
March 1, 2004 (‘‘Tranche 2’’), and the third tranche capable of being exercised can be exercised from the
day following the Ordinary General Meeting at which the shareholders formally approve the actions of
the Management Board and the Supervisory Board for the fiscal year 2003/2004 which shall not
however be earlier than March 1, 2005 (‘‘Tranche 3’’). In Tranche 2, the beneficiaries can exercise an
additional 33% of the subscription rights granted and the remaining 34% of the subscription rights
granted can be exercised in Tranche 3.
If Nordex AG increases its share capital by issuing new shares or issues bonds with warrants containing
subscription or conversion rights for shares or performs other corporate actions listed below and
grants subscription rights to the shareholders, the exercise price will be adjusted in accordance with
the following provisions. In the event of a capital increase against contributions or the issuance of
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