Q-Cells in €492.5 Million Convertible Bond Offering

February 28, 2007

Cleary Gottlieb represented Q-Cells AG in its €492.5 Million offering of 1.375% Convertible Bonds due 2012. The transaction was launched on February 7. Due to strong investor demand the offering size was increased during the course of the launch day. The transaction closed on February 28.

The bonds were issued through Q-Cells newly established finance subsidiary, Q-Cells International Finance BV, and are guaranteed by Q-Cells AG. The bonds were placed by a consortium of Citigroup, Dresdner Kleinwort and Bayerische Hypo- und Vereinsbank with institutional investors in a Regulation S offering. They will be listed on the EuroMTF Market of the Luxembourg Stock Exchange.

Q-Cells AG is the largest independent manufacturer of high performance solar cells. In October 2005, Cleary Gottlieb advised Q-Cells AG in its IPO.