Nordex : Articles of Association Nordex SE 05/05/2021 (Convenience Translation only)

Non-Binding Convenience Translation only!

Articles of Incorporation

of

Nordex SE

Rostock

(hereafter: the "Company")

Version: 5 May 2021

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SECTION I

GENERAL PROVISIONS

§ 1

Name, Registered Office and Duration of the Company

1. The name of the Company is:

Nordex SE

1. The Company's registered office is in Rostock.
2. The duration of the Company is not limited to a specific time.

§ 2

Purpose of the Company

1. The Company's purpose is to manage, administer, acquire and sell entities in Germany and abroad which concentrate on activities in the areas of industrial production, distribution and the provision of services particularly in the regenerative energies segment. The Company may itself also operate in the areas described above.
2. The Company may establish branches and representative offices in Germany and abroad, acquire shares in other entities located in Germany and abroad and engage in all business conducive to its business purpose. The Company may also spin off or transfer all or any part of its operations to affiliated companies.

1. • 3
     Announcements and Information
2. The Company's announcements shall be published solely in the (electronic) German Federal Gazette (Bundesanzeiger) unless any statutory provisions or these articles of incorporation stipulate that the Company's announcements are to be published in another form.

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1. Wherever permitted, information to holders of listed securities of the Company may also be provided by electronic media.
2. The transmission of notices to shareholders pursuant to Sections 125, 128 subsection 1 of the German Stock Corporation Act (AktG) is limited to electronic communication. The Management Board is entitled - but not obliged - to transmit notices in paper form.

SECTION II

SHARE CAPITAL AND SHARES

§ 4

Amount and Allocation of the Share Capital

1. The Company's share capital amounts to EUR 117,348,759.00 (in words: one hundred seventeen million three hundred fourty eight thousand seven hundred and fifty nine euros). The share capital is divided into 117,348,759 no-par value shares. The shares are issued in bearer form.
   The Company's share capital in the amount of EUR 66,845,000.00 was gen- erated by the reorganisation of the Nordex Aktiengesellschaft with its regis- tered office in Rostock, entered in the commercial register of Rostock District Court under HRB 8790 in a European public limited company (SE).
2. Until the end of 4 May 2024, the Management Board is authorized to increase the share capital of the Company by up to EUR 23,469,751.00 in total, subject to the approval of the Supervisory Board, against cash and/or non-cash de- posits by issuing new no-par value shares denominated in the holder ("Au- thorized Capital I"). Shareholders are generally entitled to a subscription right. Pursuant to Art. 5 of the Council Regulation (EC) No 2157/2001 of 8 October 2001 on the Statute for a European company (SE) (SE-VO) in con- junction with Section 186 para 5 AktG, the new shares may also be taken over by a credit institute or an undertaking operating in accordance with Sec- tion 53 para 1 sentence 1 or Section 53b para 1 sentence 1 or Section 7 of the German Banking Act (KWG) with the obligation to offer them to share- holders for subscription ("Indirect Subscription Right").

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The Management Board is also authorized, subject to the approval of the Supervisory Board, to exclude the statutory subscription rights of shareholders once or several times in the following cases,

1. for fractional amounts; or
2. if the total amount of the share capital attributable to the new shares for which the subscription right is excluded on the basis of this au- thorization does not exceed 10% of the amount of the total share capital at the time at which this authorization is taken into force or, if this amount is less than that amount, the total share capital at the time of exercise of this authorization ("Maximum Amount"), and:
3. • in the case of capital increases against cash deposits, the is- sue amount of the new shares does not significantly fall below the share price of the shares already listed in the Company with the same equipment at the time of the final fixing of the issue amount (Art. 5 SE-VO in conjunction with Section 203 para 1 and 2, Section 186 para 3 sentence 4 AktG); or
   • the new shares, in particular for the purpose of acquiring com- panies, parts of undertakings and shareholdings, receivables or other assets, are granted against a contribution in kind.

The above Maximum Amount shall be counted against shares which

1. during the term of this authorization, under the exclusion of the subscription rights, on the basis of other authorizations in direct or corresponding application of Article 5 SE-VO in conjunction with Sec- tion 186 para 3 sentence 4 AktG are issued or sold by the Company or (ii) issued or to be issued for the service of bonds with conversion and/or option rights or a conversion obligation, provided that the bonds are issued during the term of this authorization under the ex- clusion of the right of subscription in corresponding application of Art. 5 SE-VO in conjunction with Section 186 para 3 sentence 4 AktG. An imputation which, in accordance with the preceding sentence, is due to the exercise of authorization (i) for the issuance of new shares

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pursuant to Art. 5 SE-VO in conjunction with Section 203 para 1 sentence 1, para 2 sentence 1, Section 186 para 3 sentence 4 AktG and/or (ii) for the sale of own shares pursuant to Art. 5 SE-VO in conjunction with Section 71 para 1 no. 8, Section 186 para 3 sentence 4 AktG and/or (iii) on the issue of convertible and/or option bonds pursuant to Art. 5 SE-VO in conjunction with Section 221 para 4 sentence 2, Section 186 para 3 sentence 4 AktG, shall be cancelled with effect for the future if and to the extent that the respective au- thorization(s) is or will be reissued by the General Meeting in compliance with the legal provisions.

The issuance of new shares pursuant to this authorization is only permitted as long as the number of new shares of 46,939,503 (cor- responding to a share capital in the amount of EUR 46,939,503.00) is not exceeded, taking into account new shares which are issued during the term of this authorization on the basis of other authorizations granted pursuant to Art. 5 SE-VO in conjunction with Section 202 AktG (authorized capital), as well as new shares used to service bonds with convertible and/or option rights or conversion obligations are issued or are issued to service stock options of senior executives and members of the management boards of Nordex Group compa- nies, provided that the bonds or subscription rights are issued or granted in advance during the term of this authorization.

The Management Board is authorized, subject to the approval of the Supervisory Board, to determine the details of the implementation of capital increases from this Authorized Capital I, including the further content of the respective shares and the conditions of the share is- sue. To the extent permitted by law, the Management Board may, in particular - subject to the approval of the Supervisory Board - determine the profit participation of new shares by way of derogation from Section 60 para 2 AktG, also for a financial year that has already ended. The Supervisory Board shall be authorized to adjust the version of Article 4 of the articles of incorporation after full or partial implementation of the increase in the share capital corresponding to