EQS-Adhoc: Nordex SE convenes extraordinary general meeting to pass resolution on conversion of shareholder loans into equity (capital increase against contribution in kind with exclusion of subscript

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Nordex SE convenes extraordinary general meeting to pass resolution on conversion of shareholder loans into equity (capital increase against contribution in kind with exclusion of subscription rights)

Hamburg, 15 February 2023. The Management Board of Nordex SE ("Nordex" or the "Company", ISIN DE000A0D6554) has resolved to convene an extraordinary general meeting to be scheduled for 27 March 2023. The Management Board and the Supervisory Board of the Company intend to propose to the General Meeting to increase the share capital of the Company from EUR 211,946,227.00 by up to EUR  29,260,215.00 (equivalent to up to 13.81% of the current share capital) to up to EUR  241,206,442.00 by issuing up to 29,260,215 new no-par value bearer shares with a pro rata amount of the share capital of EUR 1.00 per no-par value share (the "New Shares") with dividend rights from 1 January 2023 at an issue price of EUR 1.00 per New Share, with the capital increase to be effected against contributions in kind. The statutory subscription right of the shareholders shall be excluded and only Acciona S.A. with registered office in Madrid ("Acciona"), which currently holds 40.97% of the share capital of the Company, shall be admitted to subscribe for and acquire the New Shares.

The subject of the contribution in kind shall be loan receivables in the nominal total amount of EUR 346,733,551.79 (the "Loan Receivables") due to Acciona as lender against the Company as borrower under the existing shareholder loan dated 4 August 2020 and the existing shareholder loan dated 29 June 2022. The capital increase shall be implemented in the following amount: The number of New Shares to be issued corresponds to the nominal amount of the loan receivables (EUR 346,733,551.79) divided by the volume-weighted average price of the existing shares of the Company in XETRA trading of the Frankfurt Stock Exchange within the period commencing on the date of publication of the invitation to the General Meeting (i.e., latest from 17 February 2023) until the last trading day before the day of the General Meeting (i.e., up to and including 24 March 2023), capped at a maximum of 29,260,215 New Shares.

By implementing the proposed capital increase, debt capital of the Company in the nominal amount of EUR 346,733,551.79 would be converted into equity capital of the Company (debt-to-equity swap). In the opinion of the Management Board, the implementation of the proposed capital increase would significantly improve its financial performance and strengthen its capital structure. In particular, the interest costs would substantially reduce by approx. EUR 46 million on an annual basis. The proposed capital increase also builds on the strategy to strengthen the balance sheet against the short-term risks to which the sector is exposed.

For further information:

Head of Investor Relations

Nordex SE

Felix Zander

phone: +49 152 0902 4029

fzander@nordex-online.com

This communication is not and does not constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities in the United States of America, Australia, Canada or Japan, or any other jurisdiction in which such offer may be restricted. Securities may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). There will be no public offer of the securities in the United States of America.

1560917  15-Feb-2023 CET/CEST