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Subject to completion, dated January 22, 2018 Preliminary offering memorandum Strictly confidential Not for general distribution in the United States Nordex SE EUR 275,000,000 per cent. Senior Notes due 2023 Issue price: per cent., plus accrued interest, if any, from , 2018 Interest payable and Nordex SE, a publicly listed European stock corporation (Societas Europaea) incorporated under the laws of Germany (the “Issuer”), is offering (the “Offering”) EUR 275,000,000 aggregate principal amount of its per cent. Senior Notes due 2023 (the “Notes”). The proceeds from the Offering will be used to repay in aggregate EUR 262,500,000 in respect of the existing Schuldscheindarlehen (as defined herein) and to pay the costs and expenses incurred in connection with the Offering. The Issuer will pay interest on the Notes semi-annually in arrears on each and , commencing on , 2018. Prior to , 2020, the Issuer will be entitled, at its option, to redeem all or a portion of the Notes by paying a “make whole” premium. At any time on or after , 2020, the Issuer may redeem all or part of the Notes by paying the redemption prices set forth in this offering memorandum. In addition, prior to , 2020, the Issuer may redeem at its option no more than 40 per cent. of the Notes with the net cash proceeds from certain equity offerings by paying a specified redemption price. In the event of certain developments affecting taxation, the Issuer may redeem all, but not less than all, of the Notes at a redemption price equal to 100 per cent. of the principal amount of the Notes. Upon the occurrence of certain events constituting a change of control, the Issuer may be required to make an offer to repurchase all of the Notes at a redemption price equal to 101 per cent. of the principal amount thereof, plus accrued and unpaid interest and additional amounts, if any. The Notes will be senior obligations of the Issuer and will rank pari passu in right of payment to all of the Issuer’s existing and future senior indebtedness that is not expressly subordinated in right of payment of the Notes, will rank senior in right of payment to any existing and future indebtedness of the Issuer that is expressly subordinated in right of payment of the Notes and will be effectively subordinated in right of payment to the Issuer’s existing and future indebtedness to the extent of the value of the assets securing such indebtedness. The Notes will effectively be subordinated to all existing and future obligations of subsidiaries of the Issuer that are not Guarantors (as defined herein). On the Issue Date, as defined herein, the Notes will be guaranteed on a senior basis by the Guarantors. The guarantee of the Notes by each Guarantor (each, a “Notes Guarantee”) will rank pari passu in right of payment to all of the Guarantor’s existing and future senior indebtedness that is not expressly subordinated in right of payment of such Notes Guarantee, will rank senior in right of payment to any existing and future indebtedness of such Guarantor that is expressly subordinated in right of payment of the Notes Guarantee and will be effectively subordinated in right of payment to the Guarantor’s existing and future indebtedness to the extent of the value of the assets securing such indebtedness. The validity and enforceability of the Notes Guarantees be subject to the limitations described in “Limitations on Validity and Enforceability of the Notes Guarantees and Certain Insolvency Law Considerations.” There is currently no public market for the Notes. Application will be made to The International Stock Exchange Authority Limited (the “Authority”) for the listing of and permission to deal in the Notes on the official list (the “Official List”) of The International Stock Exchange (the “Exchange”). There can be no assurance that such application will be successful or that such listing will be granted or maintained. See “Risk Factors” beginning on page 24 for a discussion of certain risks that you should consider in connection with an investment in the Notes. The Notes and the Notes Guarantees have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”). The Notes may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except to “qualified institutional buyers” (as defined in Rule 144A under the U.S. Securities Act) in reliance on the exemption from registration provided by Rule 144A under the U.S. Securities Act (“Rule 144A”) and in offshore transactions in reliance on Regulation S under the U.S. Securities Act (“Regulation S”). You are hereby notified that sellers of the Notes may be relying on the exemption from the provisions of Section 5 of the U.S. Securities Act provided by Rule 144A. See “Important Information about this offering memorandum,” “Transfer Restrictions” and “Plan of Distribution” for additional information about eligible offerees and restrictions on transfers of the Notes. We expect that delivery of the Notes will be made to investors in book entry form through Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream”), in each case on or about , 2018 (the “Issue Date”). Joint Global Coordinators and Joint Physical Bookrunners BNP PARIBAS HSBC J.P. Morgan UniCredit Bank Joint Bookrunners BAYERN LB COMMERZBANK Th
