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07.02.2007 00:00

Q-Cells announces pricing of the Convertible Bonds

Thalheim, 7 February 2007: Q-Cells AG (QCE; ISIN DE0005558662) (“Q-Cells”) announces the pricing of the guaranteed unsubordinated and (subject to the Guarantee) unsecured convertible bonds due 2012 (the “Bonds”) that will be issued by Q-Cells International Finance B.V., a wholly-owned subsidiary of Q-Cells, and guaranteed by Q-Cells.  

Due to strong investor demand, the aggregate issue size of the Bonds was increased and the conversion premium was set higher than first expected. Following the increase, the initial aggregate issue size amounts to EUR 440 million (including the option to increase the issue size). Together with the overallotment option granted to the Joint Lead Managers (EUR 52.5 million), which may be exercised at any time to and including the third business day preceeding the settlement date (expected to be 28 February 2007, the “Settlement Date”) the final  aggregate issue size will be EUR 492.5 million assuming full exercise of the over-allotment option. The maximum number of underlying shares based on the initial conversion price outlined below and assuming the greenshoe option is exercised in full, is 7.37 million.   

The initial conversion price has been set at EUR 66.79, which represents a premium of 40 % above the reference price of Q-Cells ordinary shares of EUR 47.7061 per ordinary share.  The coupon of the Bonds has been set at 1.375 %.  

Application will be made to list the Bonds on the Luxembourg Stock Exchange (EuroMTF segment), listing is expected to take place on or before 30 April, 2007. 

Citigroup and Dresdner Kleinwort are acting as Joint Lead Managers and Bookrunners and HVB as CoLead Manager of the Offering. Dresdner Kleinwort is stabilization manager of the issue. In connection 2 with the Offering, Dresdner Kleinwort, from today to and including the third business day preceding the Settlement Date, may, to the extent permitted  by applicable laws and regulations, undertake transactions which are aiming to keep the market price of the Bonds and/or the Q-Cells shares at a level which may differ from the level which may prevail otherwise in the open market. There is, however, no obligation to undertake such stabilization measures, and such stabilization measures may, after they have been commenced, be terminated at any time. At the end of the stabilization period, information about potential stabilization measures will be published.