Nordex : Articles of Association Nordex SE 04/23/2024 (Convenience Translation only)

Non-Binding Convenience Translation only!

Articles of Incorporation

of

Nordex SE

Rostock

(hereafter: the "Company")

Version: 23 April 2024

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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 en- tities 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.

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1. The Company may establish branches and representative offices in Ger- many and abroad, acquire shares in other entities located in Germany and abroad and engage in all business conducive to its business pur- pose. The Company may also spin off or transfer all or any part of its operations to affiliated companies.

§ 3

Announcements and Information

1. The Company's announcements shall be published solely in the (elec- tronic) German Federal Gazette (Bundesanzeiger) unless any statutory provisions or these articles of incorporation stipulate that the Com- pany's announcements are to be published in another form.
2. Wherever permitted, information to holders of listed securities of the Company may also be provided by electronic media.
3. 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.

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SECTION II

SHARE CAPITAL AND SHARES

§ 4

Amount and Allocation of the Share Capital

1. The Company's share capital amounts to EUR 236,450,364.00 (in words: two hundred thirty six million four hundred fifty thousand three hun- dred and sixty four euros). The share capital is divided into 236,450,364 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 generated by the reorganisation of the Nordex Aktiengesellschaft with its registered office in Rostock, entered in the commercial register of Rostock District Court under HRB 8790 in a European public limited company (SE).
2. The management board is authorised until the end of 22 April 2027, with approval of the supervisory board, to increase the company's share capital once or several times by a total of up to EUR 23,645,036.00 against cash and/or non-cash contributions by issuing new no-par value bearer shares ("Authorised Capital I") The shareholders are gen- erally entitled to subscription rights. In accordance with Art. 5 SE-Reg.

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in conjunction with section 186 (5) of the German Stock Corporation Act (AktG), the new shares may also be taken over by a bank or a company operating in accordance with section 53 (1) sentence 1 or section 53b (1) sentence 1 or (7) of the German Banking Act with the obligation to offer them to the shareholders for subscription (indirect subscription right).

The management board is also authorised, with the approval of the supervisory board, to exclude shareholders' statutory subscription rights once or several times in the following cases,

1. for fractional amounts; or
2. if the total pro rata amount of the share capital attributable to the new shares for which the subscription right is excluded on the basis of this authorisation does not exceed 10% of the share capital existing at the time this authorisation becomes effective or - if this amount is lower - of the share capital existing at the time this authorisation is exercised ("maximum amount"), and
3. • the new shares are granted against contributions in kind, in particular for the purpose of acquiring companies,

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parts of companies and equity interests, receivables or other assets; or

- in the case of capital increases in return for cash contri- butions, the issue price of the new shares is not significantly lower than the market price of the company's shares of the same class already listed on the stock exchange at the time the issue price is finalised (Art. 5 SE- Reg. in conjunction with section 203 (1) and (2), section 186 (3) sentence 4 of the German Stock Corporation Act (AktG)).

The above maximum amount shall include shares that (i) are issued or sold by the company during the term of this authorisation with the exclusion of subscription rights on the basis of other authorisations in direct or analogous application of Art. 5 SE-Reg. in conjunction with section 186 (3) sentence 4 of the German Stock Corporation Act (AktG) or (ii) are issued or are to be issued to service bonds with conversion and/or option rights or a conversion obligation, provided that the bonds are issued or sold by the company during the term of this au- thorisation with the exclusion of subscription rights in corresponding application of Art. 5 SE-Reg. in conjunction with Art. 186 (3) sentence 4 of the German Stock Corporation Act (AktG). Any offsetting that is

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required in accordance with the previous sentence due to the exercise of authorisations (i) to issue new shares in accordance with Art. 5 SEReg. in conjunction with section 203 (1) sentence 1, (2) sentence 1, section 186 (3) sentence 4 of the German Stock Corporation Act (AktG) and/or (ii) to sell treasury shares pursuant to Art. 5 SEReg. in conjunction with section 71 (1) no. 8, section 186 (3) sentence 4 of the German Stock Corporation Act (AktG) and/or (iii) to issue convertible bonds and/or bonds with warrants pursuant to Art. 5 SE-Reg. in conjunction with section 221 (4) sentence 2, section 186 (3) sentence 4 of the German Stock Corporation Act (AktG), shall lapse with effect for the future if and to the extent that the respective authorisation(s), the exercise of which caused the offsetting, is/are granted again by the annual general meeting in compliance with the statutory provisions.

The issue of new shares on the basis of this authorisation is only permitted as long as, taking into account new shares previously issued during the term of this authorisation on the basis of other authorisa- tions granted in accordance with Art. 5 SE-Reg. in conjunction with section 202 of the German Stock Corporation Act (AktG) (authorised capital), as well as taking into account new shares issued or to be issued to service bonds with conversion and/or option rights or a conversion

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obligation or to service subscription rights from stock options of executives and members of the management of companies of the Nordex Group (conditional capital), provided that the bonds or subscription rights are issued or granted beforehand during the term of this author- isation, a total number of new shares of 94,580,145 (corresponding to 40% of the current share capital, i.e. EUR 94,580,145.00) is not exceeded.

The management board is authorised, with the approval of the supervisory board, to determine the further details of the implementation of capital increases from this Authorised Capital I, including the further content of the respective share rights and the conditions of the share issue. To the extent permitted by law, the management board may, with the approval of the supervisory board , in particular determine the profit participation of new shares in deviation from section 60 (2) of the German Stock Corporation Act (AktG), including for a financial year that has already expired. The supervisory board is authorised to amend the wording of section 4 of the Articles of Association following the full or partial implementation of the increase in share capital in accordance with the respective utilisation of Authorised Capital I and, if Authorised Capital I has not been utilised or not been fully utilised by the end of 22 April 2027, following the expiry of the management board's author- isation.

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1. The management board is authorised until the end of 22 April 2027, with the approval of the supervisory board, to increase the company's share capital once or several times by a total of up to EUR 47,290,072.00 against cash contributions by issuing new no-par value bearer shares ("Authorised Capital II"). The shareholders are generally entitled to subscription rights. In accordance with Art. 5 SE-Reg. section 186 (5) of the German Stock Corporation Act (AktG), the new shares may also be taken over by a bank or a company operating in accordance with sec- tion 53 (1) sentence 1 or section 53b (1) sentence 1 or (7) of the German Banking Act with the obligation to offer them to the shareholders for subscription (indirect subscription right).
   The management board is also authorised, with the approval of the supervisory board, to exclude shareholders' statutory subscription rights once or several times for fractional amounts only.
   The issue of new shares on the basis of this authorisation is only per- mitted as long as, taking into account new shares previously issued during the term of this authorisation on the basis of other authorisa- tions granted to the management board in accordance with Art. 5 SE- VO in conjunction with section 202 of the German Stock Corporation Act (AktG) (authorised capital), as well as taking into account new shares

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issued or to be issued to service bonds with conversion and/or option rights or a conversion obligation or to service subscription rights from stock options of executives and members of the management of companies of the Nordex Group (conditional capital), provided that the bonds or subscription rights are issued or granted beforehand during the term of this authorisation, a total number of new shares of 94,580,145 (corresponding to 40% of the current share capital, i.e. EUR 94,580,145.00) is not exceeded.

The management board is authorised, with the approval of the supervisory board, to determine the further details of the implementation of capital increases from this Authorised Capital II, including the further content of the respective share rights and the conditions of the share issue. To the extent permitted by law, the management board may, with the approval of the supervisory board, in particular determine the profit participation of new shares in deviation from section 60 (2) of the German Stock Corporation Act (AktG), including for a financial year that has already expired. The supervisory board is authorised to amend the wording of section 4 of the Articles of Association following the full or partial implementation of the increase in share capital in accordance with the respective utilisation of Authorised Capital II and, if Authorised Capital II has not been utilised or not been fully utilised by the end of