Hamburg, 4 April 2023. The management board of Nordex SE (“Nordex” or the “Company”, ISIN DE000A0D6554), with the consent of the Company’s supervisory board, resolved today to
issue unsubordinated, unsecured green convertible bonds due 14 April 2030 in an aggregate principal amount of approximately EUR 350 million with a denomination of EUR 100,000 each (the
“Convertible Bonds”). The Convertible Bonds will be convertible into new and/or existing no-par value ordinary bearer shares of Nordex (the “Shares”). The pre-emptive rights
(subscription rights) of existing shareholders to subscribe to the Convertible Bonds will be excluded in connection with the issue of the Convertible Bonds.
To further support the improving outlook for the Company the shareholder loan provided by Nordex’ anchor shareholder in 2022 will be converted into equity, as approved in the extraordinary
general meeting 2023. Together with the shareholder loan conversion, the convertible bond offering will further increase Nordex’ liquidity position, strengthen its capital structure and
optimise financing costs.
An amount equal to the net proceeds from the Convertible Bonds will be used for Eligible Green Projects, as defined by Nordex’ Green Financing Framework (as defined below) dated 30 March
2023.
The payments of the Convertible Bonds will be guaranteed by Nordex Energy SE & CO. KG, Nordex Energy Spain S.A.U., Nordex Energy Brasil Comércio e Indústria de Equipamentos Ltda., Nordex
Enerji A.Ş. and Nordex Blades Spain S.A.U. The Convertible Bonds will be issued and redeemed at 100% of their principal amount, unless previously converted, repurchased, or redeemed. The
Convertible Bonds will be offered with a coupon of between 3.75% and 4.25% per annum, payable semi-annually, and a conversion premium of 30% to 35% above the reference share price, being the
placement price of a Share in the Concurrent Delta Placement (as defined below).