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Nordex : Articles of Association Nordex SE 06/30/2021 (Convenience Translation only)

07/16/2021 | 10:51am EDT

Non-Binding Convenience Translation only!

Articles of Incorporation


Nordex SE


(hereafter: the "Company")

Version: 30 June 2021

page 2 of 17



§ 1

Name, Registered Office and Duration of the Company

  1. The name of the Company is:

Nordex SE

  1. The Company's registered office is in Rostock.
  2. The duration of the Company is not limited to a specific time.

§ 2

Purpose of the Company

  1. The Company's purpose is to manage, administer, acquire and sell entities in Germany and abroad which concentrate on activities in the areas of industrial production, distribution and the provision of services particularly in the regenerative energies segment. The Company may itself also operate in the areas described above.
  2. The Company may establish branches and representative offices in Germany and abroad, acquire shares in other entities located in Germany and abroad and engage in all business conducive to its business purpose. The Company may also spin off or transfer all or any part of its operations to affiliated companies.
    • 3
      Announcements and Information
  1. The Company's announcements shall be published solely in the (electronic) German Federal Gazette (Bundesanzeiger) unless any statutory provisions or these articles of incorporation stipulate that the Company's announcements are to be published in another form.

page 3 of 17

  1. Wherever permitted, information to holders of listed securities of the Company may also be provided by electronic media.
  2. The transmission of notices to shareholders pursuant to Sections 125, 128 subsection 1 of the German Stock Corporation Act (AktG) is limited to electronic communication. The Management Board is entitled - but not obliged - to transmit notices in paper form.



§ 4

Amount and Allocation of the Share Capital

  1. The Company's share capital amounts to EUR 160,021,035.00 (in words: one hundred sixty million twenty one thousand thirty five euros). The share capital is divided into 160,021,035 no-par value shares. The shares are issued in bearer form.
    The Company's share capital in the amount of EUR 66,845,000.00 was gen- erated by the reorganisation of the Nordex Aktiengesellschaft with its regis- tered office in Rostock, entered in the commercial register of Rostock District Court under HRB 8790 in a European public limited company (SE).
  2. [temporarily blank]
  3. [temporarily blank]
  4. Until 4 May 2024, the Management Board is authorized to increase the share capital of the Company by up to EUR 299.578,00 in total, subject to the approval of the Supervisory Board, against cash and/or non-cash deposits by issuing new bearer shares (Authorized Capital III).
    The shareholders are generally entitled to the statutory subscription right. Pursuant to Article 5 SE-VO in conjunction with Section 186 para 5 AktG, the new shares may also be taken over by a credit institution or an enterprise operating pursuant to Section 53 para 1 sentence 1 or Section 53b para 1

page 4 of 17

sentence 1 or para 7 KWG with the obligation to offer them to the shareholders for subscription.

The Management Board is authorized to exclude the statutory subscription right for shareholders subject to the approval of the Supervisory Board. Exclusion of the subscription right is admissible particularly in the following cases:

to issue up to a total of 1,500,000 shares as employee shares to executives and employees of the Nordex SE and its affiliated companies in Germany and abroad ("Nordex Group") and to members of the management boards of Nordex Group companies which are not members of Nordex SE's Management Board;

to issue up to a total of 1,000,000 shares to members of the Management Board of Nordex SE against contribution in kind in the form of bonus, royalty and comparable compensation claims against Nordex SE;

to issue up to a total of 1,000,000 shares to executives of the Nordex Group against contribution in kind in the form of bonuses, royalty and comparable compensation claims against Nordex SE or any company affiliated with it; and

for fractional amounts.

The issuance of new shares pursuant to this authorization is only permitted as long as a total number of new shares of 46,939,503 (corresponding to a share capital in the amount of EUR 46,939,503.00) is not exceeded, counted against new shares which are issued during the term of this authorization on the basis of other authorizations granted to the Management Board pursuant to Art. 5 SE-VO in conjunction with Section 202 AktG (authorized capitals), as well as new shares issued or to be issued to service bonds with convertible and/or option rights or conversion obligations or to service stock options of senior executives and members of the management boards of Nordex Group companies, provided that the bonds or subscription rights are issued or granted in advance during the term of this authorization.

page 5 of 17

The Management Board is authorized, with the approval of the Supervisory Board, to stipulate the further content of the respective stock rights and the terms and conditions of the share issue. The Supervisory Board is authorized to amend the wording of Article 4 of the articles of incorporation in accordance with the respective utilization of Authorized Capital III and, if Authorized Capital III will not or not fully be utilized by 4 May 2024, after the expiration of the term of the authorization.

(5) The Company's share capital is increased contingently by up to EUR 18,436,138.00 via the issue of up to 18,436,138 new bearer shares ("Contingent Capital I"). The contingent capital increase shall only be implemented to the extent that the bearers or creditors of option or conversion rights or the parties obligated to conversion from the warrant-linked bonds or convertible bonds issued against cash contributions, which were issued or guaranteed by the Company on the basis of the authorization of the Management Board by the Annual General Meeting on 16 July 2020, amended by resolution of the Annual General Meeting of 5 May 2021, until 15 July 2023, exercise their option or conversion rights or, insofar as they are obliged to convert, fulfil their obligation to convert, or, insofar as the Company exercises an option to grant shares of the Company in whole or in part instead of payment of the amount of money due, insofar as no cash compensation is granted or treasury shares or shares of another listed company are used to service the conversion. The new shares shall be issued at the option or conversion price to be determined in each case in accordance with the aforementioned authorization. The new shares shall participate in profits from the beginning of the financial year in which they are created; to the extent legally permissible, the Management Board may, subject to the approval of the Supervisory Board, determine the profit participation of new shares thereof and also, in derogation of Section 60 para 2 AktG, for a financial year that has already ended. The Management Board is authorized, subject to the approval of the Supervisory Board, to determine the further details of the implementation of the contingent capital increase.

The Supervisory Board shall be authorized to adjust the version of Article 4 of the articles of incorporation in accordance with the respective issue of the subscription shares and to make all related adjustments to the articles of incorporation that relate only to the version. The same shall apply in the event

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Nordex SE published this content on 16 July 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 July 2021 14:50:02 UTC.

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