2015 Annual Report Nordex SE Nordex SE: Key figures at a glance Earnings 2011 2012 2013 2014 2015 ⌬ 15/14 Sales1 EUR million 920.8 1,075.3 1,429.3 1,734.5 2,430.1 40.10% Total revenues1 EUR million 927.0 1,100.9 1,502.3 1,739.5 2,416.1 38.90% EBIT1 before exceptionals/ non-recurring effects EUR million –10.3 14.0 – – – Exceptionals/ non-recurring effects EUR million –19.4 –75.0 – – – EBIT1 EUR million –29.7 –61.1 44.3 78.0 126.2 61.79% EBITDA1 EUR million –2.0 8.2 83.6 121.0 182.4 50.74% Cash flow1, 2 EUR million 69.1 64.0 67.9 –24.6 144.6 >100% Capital spending EUR million 46.1 58.5 71.6 76.3 75.1 –1.57% Consolidated net profit/loss1 EUR million –49.5 –94.4 10.3 39.0 52.3 34% Earnings/loss per share3 EUR –0.67 –1.28 0.14 0.48 0.65 35% EBIT margin1 % –3.2 –5.5 3.1 4.5 5.2 0.70 pp Working capital ratio4 % 27.7 8.7 2.2 –2.3 –1.2 1.10 pp Balance sheet 2011 2012 2013 2014 2015 ⌬ 15/14 Total assets as of 31.12 EUR million 1,028.9 1,066.1 1,191.4 1,239.9 1,460.1 17.76% Equity as of 31.12 EUR million 376.6 279.0 368.0 396.0 455.6 15.05% Equity ratio % 36.6 26.2 30.9 31.9 31.2 –0.70 pp Employees 2011 2012 2013 2014 2015 ⌬ 15/14 Employees5 Ø 2,643 2,536 2,543 2,800 3,148 12.43% Staff costs1 EUR million 147.4 140.2 153.2 167.7 197.3 17.65% Sales1 per employee EUR thousand 348 424 562 619 772 24.72% Staff cost ratio1 % 15.9 12.7 10.2 9.6 8.2 –1.40 pp Company performance indicators 2011 2012 2013 2014 2015 ⌬ 15/14 Order intake EUR million 1,107.0 1,268.0 1,502.9 1,753.9 2,470.9 40.9% Installed capacity MW 970 919 1.254 1.489 1.697 14.0% Non-domestic proportion of turbine construction1 % 85.4 83.2 75.4 65.8 68.5 –2.7 pp 1 Excluding discontinued operations in 2012 2 Cash flow = change in cash and cash equivalents 3 Earnings/loss per share = basic, calculated using the weighted average of 80.882 million shares in 2015 (2014: 80.882 million shares) 4 Relative to sales 5 2011: still including employees affected by the reorganisation programme Highlights in 2015 of the Nordex Group March 2015 Right in the first quarter, the Nordex Group was awarded two major con- tracts from emerging markets: In Uruguay it will be installing the 142 MW “Pampa” project with 59 low-wind N117/2400 turbines for the government- owned utility UTE by mid 2016. With a capacity of 111 MW produced by 37 N117/3000 turbines, the turnkey project “Gibson Bay” in South Africa is also one of the largest projects in the Company’s history. May 2015 Lars Bondo Krogsgaard, hitherto CCO of Nordex SE, replaced Dr. Jürgen Zeschky as Chief Executive Officer following the latter’s resignation at the end of the month. After his appointment in March 2012, Dr. Zeschky had successfully guided the Nordex Group through the turnaround and realigned it. September 2015 At “Husum Wind”, Nordex unveiled the N131/3300 turbine, a model specially designed for German inland locations. With a hub height of up to 164 metres, it achieves a reduction in the cost of energy. October 2015 The Nordex Group and Spanish infrastructure group Acciona announced an agreement on the acquisition of Corporación Acciona Windpower S.L. (AWP). With this merger, the Nordex Group will be increasing its activi- ties in growth and emerging markets and is seeking a position within the global top five onshore wind turbine sellers by 2018. December 2015 With the arrangement of a syndicated guarantee facility of EUR 950 mil- lion with 14 national and international banks, Nordex has secured its funding for the coming years. Following the completion of the AWP transaction, this facility can be increased to EUR 1.2 billion to finance continued growth. 2015 Nordex is one of the world’s leading producers of onshore wind power systems. Our guiding principle is to harness the wind intelligently. This we achieve by never ceasing in our search for new and better technical solutions. Look ing forward, we are seeking to produce electricity at market prices with our wind power systems. At the same time, we utilise the cost advan- tages which the inter national market offers us. Our skills include the development and production of wind turbines, project devel opment and the construction of turn-key wind farms as well as maintenance and service. About us Our business performance in 2015 For our shareholders Combined Group management report 6 Letter to the shareholders 40 Basis of Company 8 Management Board of Nordex SE 40 Activities 9 Corporate governance bodies 41 Goals and strategy 12 Nordex stock 43 Sub-strategies 44 Corporate structure Our responsibility 45 Management process system and performance indicators 16 Report of the Supervisory Board 46 Research and development 20 Sustainability 47 Quality management 48 Employees and remuneration system 50 Business report 50 Underlying conditions in the economy as a whole and in the wind power industry 57 Nordex Group’s business performance 60 Results of operations and earnings situation 61 Financial condition and net assets 65 Capital spending 65 Segments 67 Business performance of the parent company Nordex SE 67 Important events after the reporting date 67 Risk and opportunities 79 Outlook and expectations for the Nordex Group 82 Disclosures in accordance with Sections 289 (4) and 315 (4) of the German Commercial Code and ancillary report 83 Corporate governance Consolidated financial statements 92 Consolidated balance sheet 94 Consolidated income statement 95 Consolidated statement of comprehensive income 96 Consolidated cash flow statement 98 Consolidated statement of changes in equity 102 Notes 104 Notes on the consolidated financial statements 126 Group segment report 160 Statement of changes in property, plant and equipment and intangible assets 162 List of shareholdings 168 Responsibility statement 169 Auditor’s report Key Cross-reference Further information with page number 00 170 Glossary 174 Addresses Reference to Internet @ Financial calendar 2016 Nordex share up 118% in 2015 For our shareholders 6 Letter to the shareholders 8 Management Board of Nordex SE 9 Corporate governance bodies 12 Nordex stock Our responsibility 16 Report of the Supervisory Board 20 Sustainability 2015 was the year in which we could proudly celebrate Nordex’ 30 year anniversary in a relatively young industry. It was also a successful and eventful year for our company throughout. We installed more wind turbines than ever before, setting a new sales record at EUR 2.4 billion, and we paved the way for continued growth with the highest ever order intake at EUR 2.5 billion. Our profitability improved and the EBIT margin landed at 5.2%. This is satisfactory considering where Nordex has come from, although it has to be said that we are still some way from the mid-term profitability target that we have set for ourselves. Nordex typically generates two thirds of its sales in Europe. Against this backdrop, it was positive that we grew the European market share to 13%. Also, despite a drop in overall market volume in Germany, Nordex continued to increase its market share in the important home market to 12%. In early October 2015, we announced the acquisition of our Spanish competitor, Acciona Windpower (AWP), and were immediately pleased to see both the financial market and our customers react positively to the news. The AWP transaction marks a strategic milestone for Nordex. The deal transforms our company from a mid-sized player, with a primarily European footprint, into a truly global manufacturer, with scale to drive out costs and stem technology investments in an increasingly competitive industry, without defendable niches. Moreover, the two companies fit together excellently in terms of markets, technology and customers, and the new company will sport an exciting and broad product range spanning mature as well as high-growth emerging markets like Mexico, Brazil and India. The planning of the integration of Nordex and AWP has been going on since the deal was announced, and many employees from both companies have been involved. We are humble about the challenges that come with merging companies and cultures, but nevertheless feel comfortable that the new company will get off to a good start when the deal closes in April 2016. Not everything went well for Nordex in 2015. With high growth come challenges, and inefficiencies during product ramp-ups, as well as project delays, hurt our profitability. Furthermore, a manufac- turing fault in a batch of blades procured externally affected a number of projects across the globe. The elimination of the problem and partial exchange of affected blades triggered significant costs. In the future, we will focus even more on managing and assuring quality, and efforts towards coping better with the increased business volume, through process and system improvements, are being made. If we do our job well and reduce the number of “stumbling blocks”, this will be an important lever by which to increase profitability. 6 For our shareholders Letter to the shareholders Nordex constantly strives to reduce the cost of energy, i.e.