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

onds carrying subscription or conversion rights, the exercise price will be reduced by the amount
corresponding to the average price of the subscription rights granted to the shareholders on all trading
days on the Frankfurt Stock Exchange. The reduced exercise price applies with effect from the first
trading day on the Frankfurt Stock Exchange following expiration of the subscription period for the
new shares or bonds carrying conversion or subscription rights. The exercise price will not be reduced if
the option holders are granted a subscription right. In the event of a capital increase from corporate
resources, the contingent capital created to secure the options will be increased in the same proportion
as the share capital (Section 218 of the AktG – German Public Limited Companies Act). In the event
that the share capital is increased pursuant to Section 207 Paragraph 2 Sentence 2 of the AktG without
issuing new shares, the capital increase from corporate resources will not affect the legal status of the
option holders. If, in contrast, new shares are issued, the option holders will be provided with as many
additional shares when exercising their option as if they had already exercised their option at the time
of the capital increase from corporate resources. Fractions of shares arising as a result of a capital
increase from corporate resources will not be provided when the option is exercised, but will be sold at
best for the account of the option holder. The proceeds will be provided to the option holder when the
shares are issued. In the event of a capital reduction, the exercise price or the option ratio will not be
adjusted in those cases where the capital reduction does not change the aggregate number of shares
or the capital reduction is linked to a capital repayment or the purchase of own shares. In the event of
a capital reduction by the consolidation of shares without a capital repayment or the purchase of own
shares without a change in capital (stock split), the number of shares for which one option may be
acquired at the exercise price will be reduced or increased in proportion to the capital reduction or
stock split.
Friends and Family Program
As part of the public offering, up to a total of 626,000 shares, which equates to approximately 2% of
the Offered Shares, (excluding the Over-allotment Option) were offered by way of a preferential
allotment to Nordex Group employees, members of Nordex AG’s Management Board and managers of
Nordex AG’s subsidiaries as well as business partners as part of a so-called Friends and Family program.
No such preferential offer was made to members of the Company’s Supervisory Board.
As part of the Offering, all employees of Nordex in Germany and Denmark acquired the right to
preferential subscription rights to shares in the Company with a current value of up to EUR 10,000 at
the issue price.
In addition, as part of the Offering, selected business partners of the Company were granted the
opportunity to subscribe for shares of the Company with a current value of up to EUR 15,000 at the
issue price as part of a preferential allotment within the Offering. To this extent the usual offering
conditions apply. Subscription orders by business partners in excess of the intended payment volume
will not be given preferential treatment.
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