Europe - Nordex shareholder structure without change

Nordex AG indicates, that with the announcement according to § 25 Abs. 1 Satz 1 WphG, published in German Handelsblatt of 17 October 2006, no new circumstances relating to the shareholder structure of Nordex AG have arisen. Stichting Administratiekantoor GS NDX Investment Trust is an investment company of Goldman Sachs holding the Nordex stake of Goldman Sachs. The shares held by Goldman Sachs (17.44 %), by CMP Capital Management Partners (26.65 %) and by HSH Nordbank (3.79 %) are reciprocally attributed to the aforementioned parties due to a shareholders’ agreement.

After the recapitalisation of the company in April 2005 CMP and Goldman Sachs were holding more than 50 % of the shares which were reciprocally attributed to each other. Both parties and, in addition, HSH Nordbank as well as two further Nordex-banks have been granted an exemption from the obligation to make a public takeover bid from German Bundesanstalt für Finanzdienstleistungsaufsicht (BAFin) due to the restructuring privilege.

Along with the capital increase carried out in May 2006 CMP, Goldman Sachs and HSH Nordbank jointly fell below the threshold of 50 % and were then holding jointly 47.88 % of the Nordex shares.
With announcement of 7 August 2006 published in German Handelsblatt the company has announced, that the Goldman Sachs entity Stichting Administratiekantoor GS NDX Investment Trust has exceeded as from 27 July 2006 by way of an internal take over of shares from another Goldman Sachs affiliate the thresholds of 5 and of 10 %. An attribution of the shares held by CMP and HSH Nordbank to Stichting Administratiekantoor GS NDX Investment Trust only became effective on 9 October 2006, after German BAFin upon application has extended the exemption from the obligation to make a public takeover bid, granted in 2005, to Stichting Administratiekantoor GS NDX Investment Trust whereby the latter also became a party to the shareholders’ agreement with CMP and HSH Nordbank. Against this background the company emphasizes, that no new circumstances relating to the shareholder structure have arisen and that any relating publications on a change in the shareholder structure are incorrect.