Q-Cells-Convertible Bonds

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What is the principal amount?

The convertible bond has a total principal amount of € 128.7 million and is divided into 29,394,293 bonds with a principal amount of € 4.38 per bond  (the “principal amount”).

Depending on the current market value, the purchase price for a single convertible bond can differ significantly from the principal amount.

What is the conversion price?

The conversion price is the price at which the bond can be converted into shares by the holder. At present, the conversion price is € 4.38 per share. Based on the initial conversion price each convertible bond can be converted into one share. Subject to certain conditions, the conversion price may have to be adjusted.

Where are the bonds listed?

The convertible bond was included in the Open Market (Freiverkehr) of the Frankfurt stock exchange. In Germany, the bond is traded on the Frankfurt stock exchange and the regional stock exchange in Stuttgart.

When is the interest paid?

The convertible bond has a coupon of 6.75%. p.a. Interest is paid out semi-annually on 21 April and 21 October.

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Why is there no prospectus for the convertible bond 05/2009 on your website?

Application was made to list the convertible bond 2014 on the Open Market (“Freiverkehr”) of the Frankfurt Stock Exchange. Such listing does not require the publication of a prospectus and Q-Cells thus did without it. You nevertheless find all relevant information within the “Terms & Conditions”.

Why did Q-Cells issue the bond only in the nominal amount of € 100,000 each with exemption of the pre-emptive rights of its shareholders? Don’t you want private investors to benefit from the convertible?

Due to the market conditions at the placement of the convertible the bond had to be issued as quickly as possible. A public placement with a respective subscription period might have compromised the success of the convertible. Q-Cells thus decided to choose the faster option with the exemption of pre-emptive rights.

What is the conversion price?

The conversion price is the price at which the bond can be converted into shares by the holder. At present, the conversion price amounts to € 19.45 per share (originally: € 22.94 per share). Subject to certain preconditions ("change of control"), the conversion price has to be adjusted.

Where can I purchase the convertible bond?

The convertible bond is listed at the Open Market (Freiverkehr) of the Frankfurt Stock Exchange.

When is the interest paid?

The convertible bond has a coupon of 5.75%. This interest is paid out bi-annually on 26 May and 26 November, commencing with 26 November 2009.

What effect does Q-Cells' termination right have?

Q-Cells has the right to terminate the convertible bond. This would mean that the principal amount plus accrued interest would have to be repaid early.

The precondition for such a termination is that, on at least 20 trading days within a period of 30 consecutive trading days, the share price amounts to at least 250% of the conversion price valid at this point in time.

Therefore, with the current valid conversion price of € 19.45, the share price would have to record € 48.63 on at least 20 days within a period of 30 consecutive trading days.

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What is the principal amount?

The convertible bond has a total principal amount of € 492.5 million and is divided into denominations considered equal of € 100,000 (the “principal amount”).

This means that only denominations with a principal amount of € 100,000 can be traded. However, depending on the current market value, the purchase price for a single convertible bond can differ significantly from the principal amount.

What is the conversion price?

The conversion price is the price at which the bond can be converted into shares by the holder. At present, the conversion price amounts to € 56.62 per share (originally: € 66.79 per share). Subject to certain preconditions (for example, capital increase by Q-Cells), the conversion price has to be adjusted.

Where can I purchase the convertible bond?

The convertible bond was authorised on the Luxembourg stock exchange. In Germany, the bond is traded on the Frankfurt stock exchange and the Stuttgart stock exchange. Further you can acquire the bond at the Swiss stock exchange (Swiss Exchange).

When is the interest paid?

The convertible bond has a coupon of 1.375%. This interest is paid out annually on 28 February.

What effect does Q-Cells' termination right have?

Q-Cells has the right to terminate the convertible bond. This would mean that the principal amount plus accrued interest would have to be repaid early.

The precondition for such a termination is that, on at least 20 trading days within a period of 30 consecutive trading days, the share price amounts to at least 130% of the conversion price valid at this point in time.

Therefore, with the current valid conversion price of € 56.62, the share price would have to record € 73.61 on at least 20 days within a period of 30 consecutive trading days.