exv10w1






EXHIBIT 10.1




***CONFIDENTIAL TREATMENT REQUESTED: Certain portions of this document have been omitted pursuant
to a request for confidential treatment and, where applicable, have been marked with an asterisk
(“[****]”) to denote where omissions have been made. The confidential material has been filed
separately with the Securities and Exchange Commission.***









Share Purchase Agreement




between



Q-Cells SE



and



Renewable Energy Corporation ASA



and



Evergreen Solar, Inc.



and



Rolling Hills S.à r.l.



dated 22 March 2010



regarding the sale and purchase of Sovello AG



 









 






			
	
	 	2








Table of Contents




	 	 	 	 	 	 	 	 	 
	Section 1.
	 	Definitions

	 	 	5	 
	Section 2.
	 	Sale and Purchase of the Sold Shares

	 	 	10	 
	 	2.1	 	 	Agreement to Sell and Purchase of Sold Shares

	 	 	10	 
	 	2.2	 	 	Transfer of Sold Shares

	 	 	10	 
	 	2.3	 	 	Rights and Obligations Pertaining to Sold Shares

	 	 	10	 
	 	2.4	 	 	Consents and Waiver of Pre-emptive Rights

	 	 	10	 
	Section 3.
	 	Purchase Price, Payments, Settlement of Intercompany Claims

	 	 	11	 
	 	3.1	 	 	Purchase Price

	 	 	11	 
	 	3.2	 	 	Settlement of Intercompany Claims

	 	 	11	 
	 	3.3	 	 	Silicon Supply Agreement

	 	 	11	 
	 	3.4	 	 	Exchange Rate

	 	 	11	 
	Section 4.
	 	Closing

	 	 	12	 
	 	4.1	 	 	Time and Place of Closing

	 	 	12	 
	 	4.2	 	 	Closing Conditions

	 	 	12	 
	 	4.3	 	 	Right to Rescind

	 	 	14	 
	 	4.4	 	 	Closing Actions

	 	 	15	 
	Section 5.
	 	Sellers’ Guarantees

	 	 	16	 
	 	5.1	 	 	Legal Title in the Sold Shares

	 	 	16	 
	 	5.2	 	 	Corporate

	 	 	18	 
	 	5.3	 	 	No Finder’s Fee and No Transaction Costs

	 	 	19	 
	 	5.4	 	 	Financial Statements

	 	 	19	 
	 	5.5	 	 	Real Estate

	 	 	19	 
	 	5.6	 	 	Permits and Legal Compliance

	 	 	20	 
	 	5.7	 	 	No Unlawful Business Practices

	 	 	20	 
	 	5.8	 	 	Proceedings

	 	 	20	 
	 	5.9	 	 	Employment Matters

	 	 	20	 
	 	5.10	 	 	Environmental Matters

	 	 	20	 
	 	5.11	 	 	Subsidies

	 	 	21	 
	 	5.12	 	 	No other Representations and Warranties

	 	 	21	 
	Section 6.
	 	Covenants

	 	 	21	 
	 	6.1	 	 	Conduct of Business prior to Closing

	 	 	21	 
	 	6.2	 	 	Cooperation

	 	 	22	 
	 	6.3	 	 	Access to Information

	 	 	22	 





 









 







			
	
	 	3










	 	 	 	 	 	 	 	 	 
	Section 7.
	 	Indemnification by Sellers

	 	 	23	 
	 	7.1	 	 	Indemnification

	 	 	23	 
	 	7.2	 	 	Notification of Damage Claims and Remedial Measures;
Cooperation in Tax Matters

	 	 	24	 
	 	7.3	 	 	Limitations on Liability

	 	 	26	 
	 	7.4	 	 	Statute of Limitation

	 	 	27	 
	 	7.5	 	 	No Additional Rights or Remedies

	 	 	27	 
	Section 8.
	 	Representations of and Indemnity from Purchaser

	 	 	28	 
	 	8.1	 	 	Representations

	 	 	28	 
	 	8.2	 	 	Indemnity in Case of Breach of Representation

	 	 	28	 
	Section 9.
	 	regulatory Requirements

	 	 	29	 
	Section 10.
	 	Claims against Sellers

	 	 	30	 
	Section 11.
	 	Balancing of Post-Closing Payments

	 	 	31	 
	Section 12.
	 	 Public Announcements, Disclosure, Confidentiality

	 	 	32	 
	Section 13.
	 	 Miscellaneous

	 	 	33	 
	 	13.1	 	 	Interest

	 	 	33	 
	 	13.2	 	 	Costs and Expenses

	 	 	33	 
	 	13.3	 	 	Notices

	 	 	33	 
	 	13.4	 	 	Entire Agreement; Amendments and Waivers

	 	 	33	 
	 	13.5	 	 	Assignments, Third Parties

	 	 	34	 
	 	13.6	 	 	Set-off and Retention

	 	 	34	 
	 	13.7	 	 	Further Assurances

	 	 	34	 
	 	13.8	 	 	Several Debtors

	 	 	34	 
	 	13.9	 	 	Designee

	 	 	34	 
	 	13.10	 	 	Severability

	 	 	35	 
	 	13.11	 	 	Interpretation

	 	 	35	 
	Section 14.
	 	 Governing Law, Jurisdiction, Service of Process

	 	 	35	 
	 	14.1	 	 	Governing Law

	 	 	35	 
	 	14.2	 	 	Jurisdiction

	 	 	35	 
	 	14.3	 	 	Service of Process

	 	 	36	 






 











 





			
	
	 	4





This Share Purchase Agreement is entered into on this 22 day of March 2010, by and between





	(1)	 	Q-Cells SE, a societas europaea, registered in the commercial register of the local court of
Stendal under HRB 8150,





(hereinafter referred to as “Seller 1” or a “Seller”),





	 	 	Renewable Energy Corporation ASA, a public limited company incorporated under Norwegian law,
registered in Brønnøysund Register Centre under organization number 977258561,





(hereinafter referred to as “Seller 2” or a “Seller”),





	 	 	Evergreen Solar Inc., a Delaware corporation incorporated under Delaware law, registered in
the Delaware division of corporations under file number 2426798,





(hereinafter referred to as “Seller 3” or a “Seller” and together with Seller 1 and Seller 2 as “Sellers”),



- on the one hand -



and





	(2)	 	Rolling Hills S.à r.l., a limited liability company incorporated under Luxembourg law
registered in the commercial register of the Grand Duchy of Luxemburg under B149256,





(hereinafter referred to as “Purchaser”)






 









 








			
	
	 	5






PREAMBLE





	(A)	 	WHEREAS, Sellers are the owners of 100% of the issued share capital of Sovello AG,
registered in the commercial register of Stendal under HRB 8253 (the “Company”). The Company
has a registered share capital of EUR 480,000 divided into 480,000 registered shares with no
par value (auf den Namen lautende Stückaktien). 160,000 of the shares are owned by Seller 1
(the “Seller 1 Shares”), 160,000 of the shares are owned by Seller 2 (the “Seller 2 Shares”),
and 160,000 of the shares are owned by Seller 3 (the “Seller 3 Shares”).
	 
	(B)	 	WHEREAS, Sellers intend to sell and transfer to Purchaser the Sold Shares (as defined below),
and Purchaser intends to acquire the Sold Shares (the sale, purchase and transfer of the Sold
Shares and the other transactions contemplated by this Agreement hereinafter the
“Transaction”).
	 
	(C)	 	WHEREAS, Seller 3 has entered as of the date of this Agreement with the Company into a term
sheet which is attached to this Agreement as Exhibit A on the new license agreements
regarding the Gemini- and Quad-technology (the “New License Agreements”). The New License
Agreements shall be entered into prior to Closing and shall become legally effective subject
to Closing.




NOW, THEREFORE, Sellers and Purchaser agree as follows:




SECTION 1. DEFINITIONS



Capitalized terms used in this Agreement shall have the meanings ascribed to them as follows:




	 	 	 
	“Affiliate”

	 	means any general or limited partnership,
corporation, business trust, limited liability
company, trust, association, civil law
partnership or other unincorporated organization,
or any other entity or individual, which is an
affiliate (verbundenes Unternehmen) within the
meaning of sections 15 et seqq. AktG or a
relative or an affiliated person (nahestehende
Person) within the meaning of section 15 German
Tax Code (Abgabenordnung) of the respective
Party.
	 
	 	 
	“Agreement”

	 	means this Share Purchase Agreement.
	 
	 	 
	“AktG”

	 	means the German Stock Corporation Act
(Aktiengesetz).
	 
	 	 
	“AWV”

	 	means the German Foreign Trade Act Implementation
Ordinance (Durchführungsverordnung zum
Außenwirtschaftsgesetz).
	 
	 	 
	“Bank Debt”

	 	means the amounts, including accrued interest thereon,






 









 






			
	
	 	6






	 	 	 
	 

	 	currently outstanding under the Loan
Agreement as of the date of this Agreement, as
set out in more detail in Exhibit B.
	 
	 	 
	“BGB”

	 	means the German Civil Code (Bürgerliches
Gesetzbuch).
	 
	 	 
	“Breach”

	 	has the meaning as defined in Section 7.1(a).
	 
	 	 
	“Business Day”

	 	means any day on which the commercial banks in
Frankfurt am Main, Germany, are open for regular
business transactions.
	 
	 	 
	“Business Plan”

	 	the business plan of the Company for the period
2010-2012 attached as Exhibit C.
	 
	 	 
	“Cash”

	 	means the aggregate amount (including any accrued
interest thereon) of any cash, deposits with the
federal reserve bank or other financial
institutions, however, excluding Restricted Cash.
	 
	 	 
	“Claims against Sellers”

	 	has the meaning as defined in Section 10.
	 
	 	 
	“Closing”

	 	has the meaning as defined in Section 4.1.
	 
	 	 
	“Closing Conditions”

	 	has the meaning as defined in Section 4.2(b).
	 
	 	 
	“Closing Confirmation”

	 	has the meaning as defined in Section 4.4(o).
	 
	 	 
	“Closing Date”

	 	has the meaning as defined in Section 4.1.
	 
	 	 
	“Company”

	 	has the meaning as defined in paragraph (A) of
the Preamble.
	 
	 	 
	“Company’s Bank Account”

	 	the bank account of the Company no.: 703396200
held with Deutsche Bank AG, German bank code:
	 

	 	86070000.
	 
	 	 
	“Damages”

	 	has the meaning as defined in Section 7.1(a).
	 
	 	 
	“Data Room”

	 	means the data room managed by the Company and
opened from 13 October to 6 November 2009 to
Purchaser.
	 
	 	 
	“Designee”

	 	has the meaning as defined in Section 13.9.
	 
	 	 
	“Due Diligence”

	 	means the due diligence by Purchaser and its
advisors conducted in the Data Room and based on
other information provided to it.
	 
	 	 
	“Environmental Laws”

	 	has the meaning as defined in Section 5.10(b).
	 
	 	 
	“EURIBOR”

	 	means the rate for deposits in Euro for a period
of three months which appears on the appropriate
page of the






 









 






			
	
	 	7






	 	 	 
	 

	 	Reuters screen (or such other page as
may replace such page on that service for the
purpose of displaying Brussels interbank offered
rate quotations of major banks as of 11.00 a.m.
(Brussels time) as determined by Sellers) on the
relevant due date to be reset accordingly at the
beginning of each following 3-months period for
which such EURIBOR is fixed.
	 
	 	 
	“Euro Reference Rate”

	 	has the meaning as defined in Section 3.4
	 
	 	 
	“Existing License Agreements”

	 	has the meaning as defined in Section 3.2(a).
	 
	 	 
	“Financial Statements”

	 	has the meaning as defined in Section 5.4.
	 
	 	 
	“Free Net Proceed”

	 	has the meaning as defined in Section 11(g).
	 
	 	 
	“Key Employees”

	 	means Dr. Theodor Scheidegger, Hans-Jörg Axmann,
Jörg Baumheuer, Christian Langen, Stephan Droxner
and Ingolf Weise.
	 
	 	 
	“Liquidity Event”

	 	has the meaning as defined in Section 11(d).
	 
	 	 
	“Loan Agreement”

	 	The EUR 192,500,000 term and revolving credit
facilities agreement between, inter alia, the
Company as borrower and Deutsche Bank Luxembourg
S.A. as facility agent, dated 30 April 2007 (as
amended on 22 May 2007 and as amended and
restated on 1 September 2008).
	 
	 	 
	“Material Adverse Change”

	 	means any decision of the management of the
Company, effect, event, development,
circumstance, condition, fact, matter or change
which, in the aggregate, is materially adverse to
the business, operations, assets, liabilities,
condition (financial or otherwise), results of
operations, cash flows or prospects of the
Company, provided that any adverse effect shall
in any event be deemed materially adverse if (i)
it can reasonably be expected to result, in the
fiscal year 2010, in a reduction of 20% or more
of the turn-over, profits or assets of the
Company, in each case versus the relevant amounts
included in the Business Plan, (ii) it is adverse
to the ability of the Company to conduct its
business as presently conducted; or (iii) it is
materially adverse to the ability of Sellers or
Purchaser to consummate the Transaction. A
Material Adverse Change shall in any event exist
when insolvency proceedings for the Company are
applied for.
	 
	 	 
	“Minimum Return”

	 	has the meaning as defined in Section 11(h).
	 
	 	 
	“Net Advantages”

	 	has the meaning as defined in Section 11(b).
	 
	 	 
	“Net Proceeds”

	 	has the meaning as defined in Section 11(f).






 









 






			
	
	 	8






	 	 	 
	“Net Repayment Amount”

	 	has the meaning as defined in Section 11(b).
	 
	 	 
	“New License Agreements”

	 	has the meaning as defined in paragraph (C) of
the Preamble.
	 
	 	 
	“Parties”

	 	means Sellers and Purchaser, collectively, each a
“Party”.
	 
	 	 
	“Permits”

	 	has the meaning as defined in Section 5.6.
	 
	 	 
	“Pre-Closing Date Tax Period”

	 	means any tax assessment period (e.g.
Veranlagungszeitraum under German tax laws) or
portion of it ending on or before the Closing
Date.
	 
	 	 
	“Preamble”

	 	means the preamble of this Agreement.
	 
	 	 
	“Proceedings”

	 	has the meaning as defined in Section 5.8
	 
	 	 
	“Purchase Price”

	 	has the meaning as defined in Section 3.1.
	 
	 	 
	“Purchaser”

	 	has the meaning as defined in the recitals of
this Agreement.
	 
	 	 
	“Purchaser’s Cash Contribu-tion”

	 	has the meaning as defined in Section 4.2(a)(iii).
	 
	 	 
	“Repayment Amount”

	 	has the meaning as defined in Section 11(a).
	 
	 	 
	“Restricted Cash”

	 	shall mean Cash that cannot be freely used by
Purchaser to permanently pay indebtedness no
later than 5 Business Days after the Closing.
	 
	 	 
	“Section”

	 	means a section in this Agreement.
	 
	 	 
	“Security Assignment”

	 	has the meaning as defined in Section 13.5(a).
	 
	 	 
	“Seller 1”

	 	has the meaning as defined in the recitals of
this Agreement.
	 
	 	 
	“Seller 1 Shares”

	 	has the meaning as defined in the recitals of
this Agreement.
	 
	 	 
	“Seller 2”

	 	has the meaning as defined in the recitals of
this Agreement.
	 
	 	 
	“Seller 2 Shares”

	 	has the meaning as defined in the recitals of
this Agreement.
	 
	 	 
	“Seller 3”

	 	has the meaning as defined in the recitals of
this Agreement.
	 
	 	 
	“Seller 3 Bank Account”

	 	has the meaning as defined in Section 3.2(a).






 









 






			
	
	 	9






	 	 	 
	“Seller 3 Royalty Claims”

	 	has the meaning as defined in Section 3.2(a).
	 
	 	 
	“Seller 3 Shares”

	 	has the meaning as defined in the recitals of
this Agreement.
	 
	 	 
	“Sellers’ Cash Contribution”

	 	has the meaning as defined in Section 4.4(g).
	 
	 	 
	“Sellers”

	 	has the meaning as defined in the recitals of
this Agreement.
	 
	 	 
	“Sellers’ Claims”

	 	has the meaning as defined in Section 4.4(l).
	 
	 	 
	“Sellers’ Guarantees”

	 	has the meaning as defined in Section 5.
	 
	 	 
	“Sellers’ Knowledge”

	 	means with regard to each Seller, the actual
knowledge as of the date of this Agreement of any
of the persons listed in Exhibit D or the
knowledge of any of such persons could have had,
if they had not acted grossly negligent
(grobfahrlässige Unkenntnis), excluding, for the
avoidance of doubt, any executive (Vorstand) or
employee of the Company.
	 
	 	 
	“Shareholder Loans”

	 	means the loans granted by Sellers to the Company
as set out in Exhibit E, including accrued
interest thereon, outstanding as of Closing.
	 
	 	 
	“Share Certificates”

	 	means the share certificates which have been
issued prior to the date hereof in relation to
the Sold Shares.
	 
	 	 
	“Silicon Supply Agreement”

	 	has the meaning as defined in Section 3.3.
	 
	 	 
	“Sold Shares”

	 	has the meaning as defined in Section 2.1.
	 
	 	 
	“Tax”, “Taxes”

	 	has the meaning as defined in Section 11(c).
	 
	 	 
	“Tax Claim”

	 	has the meaning as defined in Section 7.2(e).
	 
	 	 
	“Tax Disadvantages”

	 	has the meaning as defined in Section 11(c).
	 
	 	 
	“Transaction”

	 	has the meaning as defined in paragraph (B) of
the Preamble.
	 
	 	 
	“Transaction Costs”

	 	are any fees or costs with respect to an
attempted or contemplated sale of shares in the
Company or a similar transaction, including any
costs relating to the Transaction or the
execution of this Agreement.







 











 





			
	
	 	10
	 	 	 






SECTION 2. SALE AND PURCHASE OF THE SOLD SHARES





	2.1	 	Agreement to Sell and Purchase of Sold Shares





Upon the terms and subject to the conditions set forth in this Agreement,




Seller 1 hereby sells to Purchaser and Purchaser hereby purchases from Seller 1, the Seller 1
Shares,




Seller 2 hereby sells to Purchaser and Purchaser hereby purchases from Seller 2, the Seller 2
Shares, and




Seller 3 hereby sells to Purchaser and Purchaser hereby purchases from Seller 3, the Seller 3
Shares.




The shares sold pursuant to this Section 2.1 are collectively referred to herein as “Sold Shares”.





	2.2	 	Transfer of Sold Shares





At Closing (as defined in Section 4.1), Seller 1 shall assign and transfer to Purchaser the Seller
1 Shares, Seller 2 shall assign and transfer to Purchaser the Seller 2 Shares, and Seller 3 shall
assign and transfer to Purchaser the Seller 3 Shares, in each case in accordance with Section 4.4.





	2.3	 	Rights and Obligations Pertaining to Sold Shares





The Sold Shares shall be sold and transferred to Purchaser with all rights and obligations
pertaining thereto, including the right to receive all profits from the Company for the fiscal year
beginning on January 1, 2010, and for prior fiscal years which have not been distributed to
Sellers. Section 101 no. 2 BGB is hereby explicitly excluded.





	2.4	 	Consents and Waiver of Pre-emptive Rights
	 
	(a)	 	Each of the Sellers hereby consents to the sale of the Sold Shares and to the transfer of the
Sold Shares at Closing pursuant to Section 4.4. The resolution of the general meeting of the
Company approving the transfer of the Sold Shares is attached hereto as Exhibit
2.4(a)(i). The consent of the Company approving the transfer of the Sold Shares is
attached hereto as Exhibit 2.4(a)(ii).
	 
	(b)	 	Each of the Sellers hereby waives any pre-emptive rights and any other rights it may have
with regard to the Sold Shares.




 









 










 
			
	
	 	11
	 	 	 






SECTION 3. PURCHASE PRICE, PAYMENTS, SETTLEMENT OF INTERCOMPANY CLAIMS





	3.1	 	Purchase Price





The purchase price for the Sold Shares (hereinafter referred to as “Purchase Price”) shall be equal
to [****] in total and shall not be subject to any adjustment.





	3.2	 	Settlement of Intercompany Claims
	 
	(a)	 	Seller 3 has certain outstanding claims against the Company regarding royalties under the
license agreements regarding the Gemini-technology dated 29 September 2006 and regarding the
Quad-technology dated 6 October 2008 (together the “Existing License Agreements”) in the
aggregate amount of EUR 3,737,026.99 plus accrued, but unpaid
interest thereon in the amount of EUR 127,229.51
(such claims referred to herein as the “Seller 3 Royalty Claims”), which shall be finally and
irrevocably settled by the Company to Seller 3 at Closing to the bank account of Seller 3
IBAN: IE92 ANGO 9902 2060 3196 00, BIC ANGOIE2D; the “Seller 3
Bank Account”).
	 
	(b)	 	The Company has certain claims against Seller 3 pertaining to customer account receivables
(i) in the amount of EUR 1,143,114.40 plus accrued, but unpaid
interest thereon in the amount of EUR 31,871.21,
and (ii) in the amount of USD 479,407.78 plus accrued, but unpaid interest thereon in the amount of
USD 197.09. Seller 3 shall settle such claims by way of payments to the Company in accordance with
the underlying terms, however, on the Closing Date at the latest.
	 
	(c)	 	Any other current and future claims of Sellers against the Company which are excluded from
Sellers’ waiver in Exhibit 4.4(l) shall be settled by the Company as specified in Exhibit
4.4(l).






	3.3	 	Silicon Supply Agreement





Seller 2 hereby agrees to use its shareholder rights (to the extent legally permitted) to cause REC
Solar Grade Silicon LLC to enter into an amendment agreement on the standard agreement for the
supply of polysilicon between REC Solar Grade Silicon LLC as supplier and the Company as customer
dated 29 September 2006, as amended from time to time (the “Silicon Supply Agreement”), according
to which the minimum purchase volume of the Company will be [****] to the extent legally permitted.
Furthermore, Seller 2 hereby agrees to use its shareholder rights (to the extent legally permitted)
to cause REC Solar Grade Silicon LLC to negotiate in good faith with the Company an amendment to
the Silicon Supply Agreement regarding the issues listed in Exhibit 3.3.





	3.4	 	Exchange Rate





Any amount to be paid under this Agreement which is not denominated in Euro shall be translated for
the purposes of payments into Euro. The exchange rate applied shall be the exchange rate which is
published by the European Central Bank (the “Euro Reference Rate”) on the day immediately before
the date when the payment is made or, if no Euro Reference




 









 






			
	
	 	12
	 	 	 








Rate is published on this day, on the day when the Euro Reference Rate was last published before
such date.










SECTION 4. CLOSING





	4.1	 	Time and Place of Closing





Subject to the satisfaction or waiver of all conditions precedent set forth in Section 4.2, the
consummation of the transactions contemplated by this Agreement, as set forth in Section 4.4 below
(the “Closing”), shall, unless otherwise agreed between the Parties, take place at the offices of
Heymann & Partner, Taunusanlage 1, 60329 in Frankfurt am Main, Germany, on the fifth Business Day
after the day on which the conditions set forth in Section 4.2(a) below are met, or at any other
time or place as the Parties may mutually agree. The date on which the Closing is consummated is
referred to herein as the “Closing Date”.





	4.2	 	Closing Conditions
	 
	(a)	 	The obligations of Purchaser and Sellers to consummate the Closing are subject to the
satisfaction of all of the following conditions precedent:






	 	(i)	 	The review period under section 53 para. 3 AWV has expired or has been
terminated by the Federal Ministry of Economics and Technology (Bundesministerium für
Wirtschaft und Technologie) and the unconditional approval of the Federal Ministry of
Economics and Technology has been obtained or is deemed to have been obtained.
	 
	 	(ii)	 	Consent of the supervisory board and any other relevant corporate body of each
Seller to the Transaction.
	 
	 	(iii)	 	(i) Receipt by Sellers of legally binding financing agreements of the
Purchaser or the Company in an amount of at least EUR 25,000,000 (in words: twenty-five
million Euro), according to which the funds to be provided under these financing
agreements will be unconditionally and irrevocably available to Purchaser or the
Company at the Closing, (ii) satisfaction, and continued satisfaction up to the
Closing, of all conditions for the payment under these financing agreements, and (iii)
receipt by Sellers of an equity commitment letter in relation to an amount of not more
than EUR 40,000,000 (in words: forty million Euro) to be used to fund Purchaser with
cash, provided the aggregate sums under (i) and (iii) are equal to a minimum amount of
EUR 65,000,000 (in words: sixty-five million Euro) (the “Purchaser’s Cash
Contribution”).
	 
	 	(iv)	 	Receipt by the Company of either (i) (aa) a binding, unconditional and
irrevocable ruling from the competent tax authorities stating that the preconditions
for the waiver of the corporate income taxes arising on the contemplated waiver of the
Sellers’ Claims pursuant to Section 4.4(l) are given, and (bb) a binding, unconditional
and irrevocable ruling from the City of Bitterfeld-Wolfen stating that the
preconditions for the waiver of the trade




 









 







			
	
	 	13
	 	 	 








	 	 	 	taxes arising on the contemplated waiver of the Sellers’ Claims pursuant to Section
4.4(l) are given, or (ii) a binding, unconditional and irrevocable ruling by the
competent tax authorities with respect to the tax neutrality of the assumption
(befreiende Schuldübernahme) of the Company’s obligations regarding the Sellers’
Claims by an Affiliate of Purchaser without recourse against the Company.
	 
	 	(v)	 	Receipt by Sellers of (i) a confirmation from the Company’s banks that (x) the
Sellers have been released, or will be released upon the payment of the amount
specified in Section 4.4(f) below, from all outstanding debt, letters of credit,
collateral, guarantees and undertakings in relation to the Bank Debt (including a
corresponding release confirmation from the Company), and (y) in case of a repayment of
the Bank Debt upon Closing, all assets, rights and claims assigned to the Company’s
banks as security are reassigned or released to the Company, and (ii) a consent
declaration of the Company’s banks that in case the Bank Debt will not be repaid upon
Closing the Company’s banks consent to the transactions contemplated in this Agreement,
in particular to the amendment of the Silicon Supply Agreement and the entering into
the New License Agreements.
	 
	 	(vi)	 	All consents, resolutions or waivers of third parties have been obtained in
writing which are necessary for the execution and/or consummation of this Agreement and
the Transaction.
	 
	 	(vii)	 	The Sellers’ Guarantees are true and correct in all material respects as of
the Closing as if made with respect to such date.
	 
	 	(viii)	 	Since the date hereof no Material Adverse Change has occurred or become known to
Purchaser.
	 
	 	(ix)	 	No enforceable judgment, injunction, order or decree by any court or
governmental authority in Germany or in any other applicable jurisdiction shall
prohibit the consummation of the Closing.
	 
	 	(x)	 	Execution of an amendment agreement on the Silicon Supply Agreement in a form
acceptable to Purchaser in its free discretion.
	 
	 	(xi)	 	Execution of the New License Agreements by the Company and Seller 3 in a form
acceptable to Purchaser in its free discretion.
	 
	 	(xii)	 	Sellers have fully performed and complied in all material respects with all
covenants and other agreements required to be performed or complied with by Sellers
pursuant to this Agreement prior to the Closing Date (other than, to the extent any
such non-compliance is capable of being cured, such non-compliance has been cured
within ten days after receipt of written notice from Purchaser of such non-compliance);
and Purchaser shall have received a certificate confirming such compliance
substantially in the form of the draft as attached hereto as Exhibit
4.2(a)(xii) signed by an authorized officer of each Seller to such effect.




 









 








			
	
	 	14
	 	 	 







	 	(xiii)	 	Purchaser has fully performed and complied in all material respects with all
covenants and other agreements required to be performed or complied with by Purchaser
pursuant to this Agreement prior to the Closing Date (other than, to the extent any
such non-compliance is capable of being cured, such non-compliance has been cured
within ten days after receipt of written notice from Sellers of such non-compliance);
and Sellers shall have received a certificate confirming such compliance substantially
in the form of the draft as attached hereto as Exhibit 4.2(a)(xiii) signed by
an authorized officer of Purchaser to such effect.






	(b)	 	The obligation of Purchaser to consummate the Closing is subject to the fulfilment or waiver
by Purchaser of the further condition precedent that, on the date that would be the Closing
Date pursuant to Sections 4.1 in the absence of this Section 4.2(b), the Cash of the Company
is not less than an amount, equal to the Cash as projected in the Business Plan of the Company
(whereby the Cash as projected at the beginning for a week shall be the Cash required at any
day of such week), which shall be updated by the executive board (Vorstand) showing the Cash
on a weekly basis (together with the conditions set out in Section 4.2(a) the “Closing
Conditions”).
	 
	(c)	 	To the extent permitted by applicable law, the Parties may mutually waive any Closing
Condition, provided that the Closing Conditions under lit. (a) (v) and (xiii) may only be
waived by the Sellers (acting jointly), the Closing Conditions under lit. (a) (iv), (vi),
(vii), (viii), (xii), and lit. (b) may only be waived by the Purchaser, and the Closing
Condition under lit. (a) (xi) may only mutually be waived by Seller 3 and the Purchaser. The
effect of a waiver of a Closing Condition shall be limited to eliminating the respective
Closing Condition and shall not prejudice any claims any Party may have on the basis of any
circumstances relating to the non-fulfilment of such Closing Condition.






	4.3	 	Right to Rescind
	 
	(a)	 	If the Closing Conditions pursuant to Section 4.2 have not been fulfilled within three months
after the date hereof, each Party shall be entitled to rescind (zurücktreten) this Agreement
by giving written notice to the respective other Party.
	 
	 	 	Any rescission right of Sellers can only be exercised jointly by all Sellers, in order to be
effective.
	 
	(b)	 	Upon rescission of this Agreement, all rights and obligations of the Parties hereunder shall
terminate without any liability of any Party to the other Party (other than for breach of this
Agreement prior to such termination), provided however, that Section 12 shall remain in full
force and effect.
	 
	(c)	 	If Sellers rescind this Agreement within three months after the date hereof, Sellers shall
[****], provided the Company does not file for insolvency proceedings within three months
after such rescission.




 









 








			
	
	 	15
	 	 	 













	4.4	 	Closing Actions





On the Closing Date, the following actions have to be taken by the Parties, either jointly or
separately, and Parties shall procure that the Company provides the respective documents, as the
case may be, which shall be taken simultaneously (Zug um Zug):





	(a)	 	delivery by Sellers to Purchaser of bank statements showing the Cash of the Company as of the
Closing Date;
	 
	(b)	 	delivery by Sellers of copies of resignation letters from the following persons or of a
shareholders’ resolution removing the following persons from the supervisory board of the
Company, effective prior to or at Closing:






	 	(i)	 	Dr. Nedim Cen as member of the supervisory board of the Company;
	 
	 	(ii)	 	Mr. Richard M. Feldt as member of the supervisory board of the Company;
	 
	 	(iii)	 	Mr. Michael El-Hillow as member of the supervisory board of the Company;
	 
	 	(iv)	 	Mr. Terje Pilskog as member of the supervisory board of the Company;
	 
	 	(v)	 	Mr. Anton Milner as member of the supervisory board of the Company; and
	 
	 	(vi)	 	Mr. John Andersen as member of the supervisory board of the Company;






	(c)	 	delivery by Sellers of a copy of the shareholders’ resolution of the Company regarding the
discharge from liability (Entlastung) of the persons in Section 4.4(b) for the fiscal year
2009 and the period from 1 January 2010 until the effectiveness of their resignation or, as
the case may be removal as supervisory board members;
	 
	(d)	 	delivery by the Company of a confirmation by fax from the Company’s bank that the debt
referred to in Section 3.2(b) has been settled by Seller 3;
	 
	(e)	 	payment by Purchaser of the Purchase Price to the Sellers in cash;
	 
	(f)	 	payment of the Purchaser’s Cash Contribution less an amount equal to the amount of the Bank
Debt that remains outstanding upon Closing, but in any case payment of not less than the
portion of Purchaser’s Cash Contribution as described in Section 4.2(a)(iii) (sub-sentence
(iii)) to the Company’s Bank Account;
	 
	(g)	 	[****] (the “Sellers’ Cash Contribution”)];
	 
	(h)	 	payment by the Company in full of the Seller 3 Royalty Claims to the Seller 3 Bank Account;
	 
	(i)	 	delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s
bank evidencing that the payment set forth in Section 4.4(f) has been credited to the
Company’s Bank Account;
	 
	(j)	 	delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s
bank evidencing that the Sellers’ Cash Contribution has been credited to the Company’s Bank
Account;




 









 








			
	
	 	16
	 	 	 







	(k)	 	delivery by Seller 3 of a fax confirmation from its bank that a payment in the amount of the
Seller 3 Royalty Claims has been credited to the Seller 3 Bank Account;
	 
	(l)	 	at the request of Purchaser, either (i) execution by Sellers of an unconditional and
irrevocable waiver of all their claims, including payment claims regarding the loan amount and
any accrued interest, under the Shareholder Loans and any other claims of Sellers against the
Company, but only if and to the extent as specified in Exhibit 4.4(l) (together the
“Sellers’ Claims”), or (ii) sale, assignment and transfer of the Sellers’ Claims by Sellers to
an Affiliate of Purchaser for a purchase price of [****];
	 
	(m)	 	execution by Sellers and Purchaser of a share transfer agreement regarding the Sold Shares,
substantially in the form as attached hereto as Exhibit 4.4(m) and transfer and
delivery of Share Certificates by way of endorsement (Indossament) to Purchaser;
	 
	(n)	 	notification by Purchaser to the Company of the change of ownership in the Sold Shares, and
entering of Purchaser in the Company’s share register; and
	 
	(o)	 	confirmation by the Parties in writing that the Closing Conditions have been fulfilled or
waived, all actions to be taken on the Closing Date under this Section 4.4 have been taken or
waived in accordance with this Agreement and that as a consequence thereof the Sold Shares
have been transferred to Purchaser (the “Closing Confirmation”).





SECTION 5. SELLERS’ GUARANTEES




Sellers hereby guarantee to Purchaser in the form of an independent guarantee pursuant to section
311 (1) BGB (selbständiges Garantieversprechen), subject to the limitations contained in this
Agreement, in particular, but not limited to, the limitations set out in Section 7, that the
following statements (the “Sellers’ Guarantees” and each individually a “Sellers’ Guarantee”) are
true and correct and not misleading as of the date hereof and will be true and correct and not
misleading as of the Closing Date, provided, however, that (i) a Sellers’ Guarantee which is
expressly made as of a specific date shall be true and correct only as of such date, (ii) the
Sellers’ Guarantees contained in Section 5.1(a) below are only made by Seller 1, the Sellers’
Guarantees contained in Section 5.1(b) below are only made by Seller 2 and the Sellers’ Guarantees
contained in Section 5.1(c) below are only made by Seller 3, and (iii) Sellers make the Sellers’
Guarantees contained in Sections 5.2 through 5.11 as several debtors (als Teilschuldner) in
proportion to their shareholding in the Company.





	5.1	 	Legal Title in the Sold Shares
	 
	(a)	 	Guarantees by Seller 1
	 
	(1)	 	This Agreement constitutes legally valid and binding obligations of Seller 1 enforceable
against Seller 1 in accordance with its terms. Seller 1 has the absolute and unrestricted
right, power, authority and capacity to execute this Agreement and to perform its obligations
under this Agreement. The execution and consummation of this Agreement and of the Transaction
by Seller 1 (i) does not violate any legal obligations of Seller 1 and is not subject to
challenge by any third party on any legal basis, including on the basis of any creditor
protection laws, other than challenges effected




 









 






			
	
	 	17
	 	 	 






	 	 	by, in connection with or relating to the insolvency of the Company or the filing for
insolvency of the Company, and (ii) does not require the consent or waiver of a third party
or approval or consent of any governmental authority other than those consents specified in
this Agreement.
	 
	(2)	 	Seller 1 is the unrestricted legal and beneficial owner of the Seller 1 Shares. The Seller 1
Shares are non-assessable (nicht nachschusspflichtig), free and clear of any third-party
rights and have not been pledged, assigned, charged, encumbered or used as security. Except
for provisions in any agreement between Sellers, provided that these agreements will be
terminated with full effect as of Closing, there are no pre-emptive rights, rights of first
refusal, options or other rights of any third party to purchase or acquire any of the Seller 1
Shares. Seller 1 is entitled to freely dispose of the Seller 1 Shares, and such disposal does
not infringe any rights of any Party or third party. The Seller 1 Shares are fully paid-in,
either in cash or in kind. There are no obligations of Seller 1 to make additional
contributions to the Company for which Purchaser may become liable. Seller 1 is not subject to
a claim pursuant to Sections 57 and 62 of the German Stock Corporation Act vis-à-vis the
Company for which Purchaser may become liable. With respect to the Seller 1 Shares, no
contributions in kind have been made and no contribution (whether cash or non-cash) or parts
thereof have been repaid or otherwise returned (whether directly or indirectly) and no hidden
distribution of profits and no hidden contributions have been made (i) for which Purchaser may
become liable or (ii) resulting in a tax liability of the Company.
	 
	(b)	 	Guarantees by Seller 2
	 
	(1)	 	This Agreement constitutes legally valid and binding obligations of Seller 2 enforceable
against Seller 2 in accordance with its terms. Seller 2 has the absolute and unrestricted
right, power, authority and capacity to execute this Agreement and to perform its obligations
under this Agreement. The execution and consummation of this Agreement and of the Transaction
by Seller 2 (i) does not violate any legal obligations of Seller 2 and is not subject to
challenge by any third party on any legal basis, including on the basis of any creditor
protection laws, other than challenges effected by, in connection with or relating to the
insolvency of the Company or the filing for insolvency of the Company, and (ii) does not
require the consent or waiver of a third party or approval or consent of any governmental
authority other than those consents specified in this Agreement.
	 
	(2)	 	Seller 2 is the unrestricted legal and beneficial owner of the Seller 2 Shares. The Seller 2
Shares are non-assessable (nicht nachschusspflichtig), free and clear of any third-party
rights and have not been pledged, assigned, charged, encumbered or used as security. Except
for provisions in any agreement between Sellers, provided that these agreements will be
terminated with full effect as of Closing, there are no pre-emptive rights, rights of first
refusal, options or other rights of any third party to purchase or acquire any of the Seller 2
Shares. Seller 1 is entitled to freely dispose of the Seller 2 Shares, and such disposal does
not infringe any rights of any Party or third party. The Seller 2 Shares are fully paid-in,
either in cash or in kind. There are no obligations of Seller 2 to make additional
contributions to the Company for which Purchaser may become liable. Seller 2 is not subject to
a claim pursuant to Sections 57 and 62 of the German Stock Corporation Act vis-à-vis the
Company for which Purchaser may become liable. With respect to the Seller 2 Shares, no
contributions in kind have been




 









 






			
	
	 	18
	 	 	 






	 	 	made and no contribution (whether cash or non-cash) or parts thereof have been repaid or
otherwise returned (whether directly or indirectly) and no hidden distribution of profits
and no hidden contributions have been made (i) for which Purchaser may become liable or (ii)
resulting in a tax liability of the Company.
	 
	(c)	 	Guarantees by Seller 3
	 
	(1)	 	This Agreement constitutes legally valid and binding obligations of Seller 3 enforceable
against Seller 3 in accordance with its terms. Seller 3 has the absolute and unrestricted
right, power, authority and capacity to execute this Agreement and to perform its obligations
under this Agreement. The execution and consummation of this Agreement and of the Transaction
by Seller 3 (i) does not violate any legal obligations of Seller 3 and is not subject to
challenge by any third party on any legal basis, including on the basis of any creditor
protection laws, other than challenges effected by, in connection with or relating to the
insolvency of the Company or the filing for insolvency of the Company, and (ii) does not
require the consent or waiver of a third party or approval or consent of any governmental
authority other than those consents specified in this Agreement.
	 
	(2)	 	Seller 3 is the unrestricted legal and beneficial owner of the Seller 3 Shares. The Seller 3
Shares are non-assessable (nicht nachschusspflichtig), free and clear of any third-party
rights and have not been pledged, assigned, charged, encumbered or used as security. Except
for provisions in any agreement between Sellers, provided that these agreements will be
terminated with full effect as of Closing, there are no pre-emptive rights, rights of first
refusal, options or other rights of any third party to purchase or acquire any of the Seller 3
Shares. Seller 3 is entitled to freely dispose of the Seller 3 Shares, and such disposal does
not infringe any rights of any Party or third party. The Seller 3 Shares are fully paid-in,
either in cash or in kind. There are no obligations of Seller 3 to make additional
contributions to the Company for which Purchaser may become liable. Seller 3 is not subject to
a claim pursuant to Sections 57 and 62 of the German Stock Corporation Act vis-à-vis the
Company for which Purchaser may become liable. With respect to the Seller 3 Shares, no
contributions in kind have been made and no contribution (whether cash or non-cash) or parts
thereof have been repaid or otherwise returned (whether directly or indirectly) and no hidden
distribution of profits and no hidden contributions have been made (i) for which Purchaser may
become liable or (ii) resulting in a tax liability of the Company.
	 
	5.2	 	Corporate
	 
	(a)	 	The statements in Section (A) of the Preamble are true and correct.
	 
	(b)	 	The Company (i) has been duly established, (ii) is validly existing and (iii) has the
requisite corporate power and authority to carry on its business as conducted as of the date
hereof and the Closing Date.
	 
	(c)	 	The Sold Shares are duly authorized and validly issued. The Company is not obliged to issue
further shares. There are no securities or other instruments convertible into shares or equity
interests in the Company.




 









 






			
	
	 	19
	 	 	 






	(d)	 	Except as disclosed in Exhibit 5.2(d), with respect to the Company, the mandatory
provisions of applicable laws (including capital maintenance rules and insolvency laws) in
relation to any capital increase, capital decrease or similar procedure affecting the share
capital, and profit distributions have been complied with.
	 
	(e)	 	The Company is not, and was not in the past, a party (i) to any enterprise agreement within
the meaning of sections 291 and 292 AktG, (ii) any silent partnership agreement (stille
Beteiligung) or (iii) any agreement that grants a third party any right with respect to the
corporate governance or profits of the Company.
	 
	(f)	 	No shareholders’ resolution of the Company is void or has been challenged (angefochten) or
threatened to be challenged by any shareholder or any third party.
	 
	(g)	 	To Sellers’ Knowledge, the Company is under no obligation to acquire any shares or
partnership interests in any company or other entities or to make any contributions to any
company or other entities.
	 
	5.3	 	No Finder’s Fee and No Transaction Costs





The Company is under no obligation to pay any (i) Transaction Costs or (ii) any fees regarding any
waiver or standstill agreement regarding the Bank Debt, other than Transaction Costs triggered by
actions of Purchaser or its Affiliates; for the avoidance of doubt, this Section 5.3 shall not
apply to fees to be paid by the Company to the Company’s banks in connection with the refinancing
of the Bank Debt.





	5.4	 	Financial Statements





The audited financial statements of the Company consisting of balance sheet, profit and loss
statement and notes and business report for the year ended December 31, 2008 as well as financial
statements of the Company consisting of balance sheet, profit and loss statement as of June 30,
2009 and as of September 30, 2009 as well as the unaudited draft financial statements of the
Company consisting of balance sheet, profit and loss statement and notes for the year ended
December 31, 2009 (together the “Financial Statements”), which are attached as Exhibit 5.4,
have been prepared, unless otherwise specified in Exhibit 5.4, in accordance with IAS/IFRS
and applicable German laws, and with valuation methods and capitalization rights consistently
applied in accordance with past practice.





	5.5	 	Real Estate





Exhibit 5.5 includes a true and correct list of all real estate owned or co-owned by, or
subject to an inheritage building right (Erbbaurecht) in favour of, the Company. Except as
disclosed in Exhibit 5.5, the Company is the unrestricted legal and beneficial owner of the
real estate listed in Exhibit 5.5 and there are no encumbrances (including mortgages) on
such real estate. Except as disclosed in Exhibit 5.5, such real estate is freely accessible
and there are no payments required to secure access to such real estate.




 









 







			
	
	 	20
	 	 	 








	5.6	 	Permits and Legal Compliance





Except as disclosed in Exhibit 5.6, the Company holds all governmental approvals and
permits necessary (i) for the premises, buildings and equipments existing on the sites occupied by
it or (ii) required to operate its business as it is carried out as of the date hereof and the
Closing Date (collectively the “Permits”). To Sellers’ Knowledge and except as disclosed in
Exhibit 5.6, the Company is, and has been within the past five years prior to the date
hereof, in compliance with all Permits and all applicable laws, regulations, and governmental and
court orders.





	5.7	 	No Unlawful Business Practices





Sellers, and to Sellers’ Knowledge, the Company and the managing directors and employees of the
Company have not, directly or indirectly, in connection with the business of the Company (i) used
any funds for unlawful purposes or political contributions in violation of applicable laws, (ii)
requested or accepted any unlawful benefits or (iii) established or maintained any funds or assets
that have not been properly recorded in the books and records of the Company.





	5.8	 	Proceedings





As of the date hereof, the Company is not involved in any legal or administrative proceedings,
including arbitration proceedings, lawsuits, litigation and investigations of any authorities or
administrative proceedings involving, in each case, an amount in excess of EUR 50,000 (collectively
“Proceedings”), and to Sellers’ Knowledge, there are no such Proceedings threatening, in each case
except as disclosed in Exhibit 5.8.





	5.9	 	Employment Matters





To Sellers’ Knowledge, none of the Key Employees has, at the date hereof, given notice of
termination of his or her employment or has to Sellers’ Knowledge indicated that he or she
considers giving such notice. Except as disclosed to Purchaser prior to the date hereof, none of
the Key Employees has received or has been promised a bonus or similar benefits in view of the
process regarding the Transaction, other than triggered by actions of Purchaser or its Affiliates.





	5.10	 	Environmental Matters
	 
	(a)	 	Except as disclosed in Exhibit 5.10(a), the business of the Company is conducted and
has been conducted in the past in compliance with all Environmental Laws, and there are and
there have been no contaminations of, or hazardous substances (including any “Altlasten” and
“schädliche Bodenveränderungen” within the meaning of the German Soil Protection Act
(Bundesbodenschutzgesetz)) in, the soil, soil vapor, ground water, surface water or buildings
or other structures of any real estate currently or formerly owned and/or used by Company or
for which the Company is otherwise liable other than in concentrations which are in compliance
with applicable Environmental Laws. Except as disclosed in Exhibit 5.10(a), the
Company has in the past not spilled or deposited any hazardous substances to any property or
created any air or noise




 









 






			
	
	 	21
	 	 	 






	 	 	emissions, in each case in excess of the levels permitted under the Permits and applicable
Environmental Laws.
	 
	(b)	 	For the purposes of this Agreement, “Environmental Laws” shall mean any law, regulation or
other binding rule relating to, or imposing liability, or standards of conduct, for the
protection of the environment or human health or the use, handling, generation, manufacturing,
storage or disposal of hazardous substances and preparations in the meaning of Article 2 (2)
of the European Community Council Directive of 67/548 EEC, or, as far as applicable,
corresponding laws of other jurisdictions, in each case as in effect and as enforced and
interpreted by the competent governmental authorities on the date hereof.
	 
	5.11	 	Subsidies





Exhibit 5.11 contains a true and correct list of all subsidies, allowances, aids and public
grants received by or granted to the Company or currently applied for by the Company.





	5.12	 	No other Representations and Warranties





Subject to the representations and indemnities expressly contained in this Agreement, Purchaser
agrees to accept the Sold Shares and the Company in the condition they are in on the Closing Date,
based upon its own inspection, examination and determination with respect thereto (including the
Due Diligence investigation conducted by it), without reliance upon any express or implied
representations or warranties of any nature of Sellers or any employee, advisor or representative
of Sellers. Purchaser acknowledges that Sellers make no explicit or implied representations,
warranties or guarantees and assume no disclosure or similar obligations in connection with this
Agreement and the transactions contemplated hereby, except as expressly set forth in this
Agreement.




SECTION 6. COVENANTS





	6.1	 	Conduct of Business prior to Closing
	 
	(a)	 	Except as disclosed in Exhibit 6.1(a), or except for any transactions contemplated by
this Agreement, from the date hereof to the Closing Date, Sellers shall use their shareholder
rights (to the extent permitted under applicable law) so as to cause the Company to conduct
its business, in all material respects, in the ordinary course, consistent with past practice,
and Sellers, in particular, shall not, and shall use their rights as holders of all shares in
the Company (to the extent permitted under applicable law and the articles of association or
by-laws of the Company) so as to cause the Company not to, take, or commit to take, any of the
following actions:






	 	(i)	 	any recapitalization or reorganization, any merger or similar business
combination between the Company and any third party, any split (Spaltung), dissolution,
liquidation or other significant change of the corporate structure;
	 
	 	(ii)	 	any declaration or payment of dividends by the Company to any of the Sellers;




 









 





			
	
	 	22
	 	 	 







	 	(iii)	 	any acquisition, encumbrance or divestiture by the Company of a shareholding
or business (Geschäftsbereich);
	 
	 	(iv)	 	any incurrence or guarantee by the Company of any indebtedness for borrowed
money in excess of EUR 100,000;
	 
	 	(v)	 	any investment by the Company in, or the making of any loan to, any other
company or entity exceeding in each case EUR 100,000;
	 
	 	(vi)	 	any sale of any fixed assets with a value in excess of EUR 100,000 in the
individual case;
	 
	 	(vii)	 	any capital expenditure by the Company, by additions or improvements to
property, plant or equipment, in excess of EUR 100,000 each, except as provided in any
plan or budget disclosed to Purchaser prior to the date hereof;
	 
	 	(viii)	 	any lay-off with respect to a significant part of the workforce of the Company;
	 
	 	(ix)	 	any change in, or commitment to change, any compensation or benefit of any Key
Employee pursuant to any severance, retirement or other agreement made in connection
with this Agreement or the transactions contemplated hereby;
	 
	 	(x)	 	amend or terminate (i) the New License Agreements or (ii) the Silicon Supply
Agreement as amended pursuant to this Agreement; or
	 
	 	(xi)	 	file for insolvency unless required by mandatory laws
	 
	 	in each case without Purchaser’s prior consent (such consent not to be unreasonably
withheld). If Purchaser does not react to such request of Sellers within five Business Days,
the consent shall be deemed granted.






	(b)	 	Sellers’ obligations in this Section 6 shall not apply if and to the extent that Sellers’
compliance with those obligations may cause that Sellers or any of Sellers’ Affiliates or
directors or representatives is reasonably likely to become liable to the Company or any third
party based on actions that would have to be taken under this Section 6.
	 
	6.2	 	Cooperation
	 
	(a)	 	The Parties shall co-operate faithfully in order to achieve the fulfilment of the Closing
Conditions and will inform each other immediately of any correspondence with the German
Federal Ministry of Economics and Technology.
	 
	(b)	 	The Parties shall inform each other by e-mail without undue delay, but at the latest within
two Business Days after having been notified of the fulfilment of any Closing Condition set
forth in Section 4.2.
	 
	6.3	 	Access to Information
	 
	(a)	 	After the Closing Date, Purchaser will, and shall use its shareholder rights (to the extent
permitted under applicable law) so as to cause the Company to, promptly give




 









 






			
	
	 	23
	 	 	 







	 	 	access to Sellers and their representatives and advisors, upon reasonable request, to
accounting, financial, and other records (and allow them to make copies thereof), as well as
to any other information, management or employees to the extent necessary to Sellers in
connection with any audit, investigation, dispute or litigation, or any other comparable
business purpose of any Seller, provided that each representative and advisor shall be
subject to a professional duty of confidentiality or a contractual duty of confidentiality
in relation to Purchaser.
	 
	(b)	 	Purchaser shall use its shareholder rights (to the extent permitted under applicable law) so
as to cause the Company to keep all books and records relating to any period prior to the
Closing Date in accordance with any applicable law.
	 
	(c)	 	After the Closing Date, each Seller will promptly give access to Purchaser and its
representatives and advisors, upon reasonable request, to accounting, financial, and other
records (and allow them to make copies thereof), as well as to any other information,
management or employees to the extent necessary to Purchaser in connection with any audit,
investigation, dispute or litigation, or any other comparable business purpose of Purchaser,
provided that each representative and advisor shall be subject to a professional duty of
confidentiality or a contractual duty of confidentiality in relation to such Seller.





SECTION 7. INDEMNIFICATION BY SELLERS





	7.1	 	Indemnification
	 
	(a)	 	If one or several of the statements made by Sellers in Sections 5.1 through 5.11 are not true
and correct (a “Breach”), Sellers shall first have a right to cure the Breach within a period
of two months after having received a written notice specifying the factual basis of the
alleged Breach in reasonable detail from Purchaser by putting Purchaser or, at Purchaser’s
election, the Company, wherever the Damages (as defined below) occur, in the position in which
it would be if there was no Breach. In case Sellers refuse to or are not able to cure the
respective Breach, or the Breach is not capable of being cured within the period set forth in
the preceding sentence, Sellers shall pay to Purchaser, or at Purchaser’s election, to the
Company, monetary damages (Schadensersatz in Geld) within the meaning of sections 249 et seq.
BGB incurred by Purchaser or the Company as a result of the Breach, including consequential or
indirect damages (Folgeschäden, mittelbare Schäden) and frustrated expenses (vergebliche
Aufwendungen) within the meaning of section 284 BGB, but excluding (i) lost profits
(entgangener Gewinn), (ii) internal administration and overhead costs or (iii) any losses
based on the argument that the purchase price for the Sold Shares was calculated on the basis
of incorrect assumptions or information (“Damages”).
	 
	(b)	 	Subject to the provisions set forth in this Agreement, the general concepts of German law
relating to the calculation of damages (Schadensberechnung) and benefit compensation for
damages (Vorteilsausgleich; Abzug Alt für Neu) shall apply to the calculation of any damages
and to any claims hereunder, irrespective, for the avoidance of doubt, of the fact whether the
benefit compensation for damages is received by Purchaser or, after the Closing, the Company.
All payments made by




 









 





			
	
	 	24
	 	 	 







	 	 	Sellers to Purchaser under this Section 7 shall constitute a reduction of the Purchase
Price. If and to the extent payments are made by the Sellers to the Company, such payments
shall be construed and deemed as contribution (Einlage) made by Purchaser to the Company and
shall be treated as a reduction of the Purchase Price as between the Parties.
	 
	(c)	 	Any liability of Sellers to indemnify or pay damages to Purchaser is excluded if and up to
the amount:






	 	(i)	 	the underlying facts, circumstances or events to which the claim relates are
disclosed in this Agreement or the Exhibits to Section 5 of this Agreement;
	 
	 	(ii)	 	Purchaser or, after the Closing, the Company, or any of their respective
successors, or any of their Affiliates has caused (verursacht oder mitverursacht) the
relevant Damage or an increase of its amount, or failed to mitigate damages (including
any failure to exercise claims against an insurance company or any third party) in each
case pursuant to section 254 BGB;
	 
	 	(iii)	 	the Damage is attributable to Purchaser not having complied with any of the
provisions of this Agreement;
	 
	 	(iv)	 	the Damage is attributable to or is increased as a result of any change of law,
regulation, directive, or administrative practice coming into effect on or following
the date hereof; or
	 
	 	(v)	 	the amount is recovered from a third party or under any insurance policy of the
Company, including any insurance policy if the insurance coverage existing at Closing
had been continued without change after Closing (minus any amount of increases in any
insurance premiums resulting therefrom and, in case of any insurance policies entered
into by the Company after Closing, minus any monetary disadvantages of the Company
resulting from the entering into any new insurance policy).






	(d)	 	For the avoidance of doubt, if and to the extent Purchaser is entitled to a claim, or payment
in respect of the same factual circumstances (Lebenssachverhalt) under more than one provision
of this Agreement, then the Purchaser shall only be entitled to recover once (no double dip).
	 
	(e)	 	Sections 442 BGB and 377 HGB shall not apply.
	 
	7.2	 	Notification of Damage Claims and Remedial Measures; Cooperation in Tax Matters
	 
	(a)	 	Purchaser shall inform, and shall use its shareholder rights (to the extent permitted under
applicable law) so as to cause the Company to inform Sellers of any possible Breach, together
with a reasonably detailed description of its claim, and, if possible, the estimated amount of
such claim, within a reasonable period by written notice to be delivered at the latest within
four Business Days after Purchaser has knowledge of a Breach, in particular if third parties
assert or threaten claims against Purchaser or the




 









 






			
	
	 	25
	 	 	 






	 	 	Company that would lead to a liability of Sellers under or in connection with this Section.
In addition, Purchaser shall, and shall use its shareholder rights (to the extent permitted
under applicable law) so as to cause the Company to make available all documents and
information reasonably required for the assessment whether there are valid grounds for a
Breach or the asserted or threatened claim to Sellers and to their advisors, provided that
Sellers and each representative and advisor shall be subject to a professional duty of
confidentiality or a contractual duty of confidentiality in relation to the Company and
Purchaser. In case of such third parties’ claims, Purchaser shall give Sellers the
opportunity to defend Purchaser, and shall use its shareholder rights (to the extent
permitted under applicable law) so as to cause the Company to give Sellers the opportunity
to defend the Company against such claims at Sellers’ cost and expenses unless this would
interfere with legitimate business interests of Purchaser and/or the Company. If it turns
out that Sellers were not in breach, any costs and expenses reasonably incurred by it in
connection with the defence (including reasonable advisors’ fees, but excluding internal
costs) shall be borne by Purchaser and Sellers equally. No action by Sellers or their
representatives in connection with the defence shall be construed as an acknowledgement
(whether express or implied) of Purchaser’s claims under this Agreement or of any underlying
facts relating thereto.
	 
	(b)	 	Purchaser shall ensure that all reasonable steps are taken by itself and shall, after the
Closing, use its shareholder rights (to the extent permitted under applicable law) so as to
cause the Company to ensure that all reasonable steps are taken by the Company which are
necessary to avoid a liability of Sellers under this Agreement and to mitigate the amount of
any such liability and to overcome any such liability.
	 
	(c)	 	In the event and to the extent that Sellers indemnify Purchaser for a Breach in accordance
with this Section 7, Purchaser shall promptly assign and shall use its shareholder rights (to
the extent permitted under applicable law) so as to cause the Company to assign to Sellers all
claims Purchaser or the Company might have against any third party (in particular insurances)
in connection with the event that caused such losses for which Sellers grant Purchaser
indemnification under this Section 7. In the event that an assignment of such claims should
not be possible for legal reasons, Purchaser shall procure that Sellers and any Affiliate of
Sellers be put in a position as if an assignment had been effected.
	 
	(d)	 	Without prejudice to Section 7.1(c)(iii), any liability of Sellers under this Section 7 shall
be excluded if and to the extent Sellers are prejudiced in their defence against claims of
Purchaser under this Agreement by a failure of Purchaser to comply with its obligations under
Section 7.2(a) to (c).
	 
	(e)	 	In respect of any Breach actually or potentially resulting in a tax liability of the Company
or an increase of a tax liability of the Company for which Sellers are or may be liable under
Section 7.1 (each such actual or potential liability of Sellers under Section 7.1 a “Tax
Claim”), the following shall apply:






	 	(i)	 	Purchaser agrees, and shall use its shareholder rights (to the extent permitted
under applicable law) so as to cause the Company, (x) to inform Sellers within
reasonable time but in any event not later than ten (10) Business Days in advance of
any meeting, end of term (Fristablauf) or similar event, of any audits, disputes,
administrative, judicial or other proceedings related to any potential




 









 





			
	
	 	26
	 	 	 







	 	 	 	Tax Claim, (y) to give Sellers and/or their representatives the opportunity to
participate at their own cost in any audits, disputes, administrative, judicial or
other proceedings related to any potential Tax Claim, (z) to comply with instructions
reasonably given by Sellers and/or their representatives in relation to the conducting
of such proceedings, provided such instructions are related to Tax Claims, and (iv) to
challenge and litigate any Tax assessment or other decision of any tax authority as
reasonably requested by Sellers, provided and only to the extent such assessment or
decision is related to a Tax Claim.
	 
	 	(ii)	 	Insofar as actual or potential Tax Claims are concerned, Purchaser and Sellers
shall fully cooperate, and shall cause their representatives to fully cooperate, with
each other in connection with tax matters relating to any Pre-Closing Date Tax Period,
including the preparation and filing of any tax return or the conducting of any audit,
investigation, dispute or appeal or any other relevant communication with any tax
authority. Any tax returns relating to actual Tax Claims or Tax Claims reasonably to be
expected to be made shall be subject to the review and prior written consent of
Sellers, such consent not to be withheld unreasonably. Purchaser shall use its
shareholder rights (to the extent permitted under applicable law) so as to cause the
Company that any tax returns to be reviewed and approved by Sellers will be furnished
to Sellers no later than 25 days prior to the due date of the relevant tax return.
	 
	 	(iii)	 	Cooperation between Purchaser and Sellers shall include (but shall not be
limited to) the providing and making available of all relevant books, records and
information, and the assistance of all relevant officers and employees of the Company
or, as the case may be, Sellers or its Affiliates, to the extent necessary or
reasonably useful in connection with Tax Claims.






	(f)	 	Section 7.1(c)(iii) and Section 7.2(a) to (d) shall not apply in respect of Tax Claims.
	 
	(g)	 	Any liability of Sellers under this Section 7 in respect of a Tax Claim shall be excluded if
and to the extent such Tax Claim is caused or Sellers are prejudiced in their defence against
Tax Claims of Purchaser by a failure of Purchaser to comply with its obligations under Section
7.2(e).
	 
	7.3	 	Limitations on Liability
	 
	(a)	 	Except for a Breach of any Sellers’ Guarantees made in Sections 5.1 and 5.2, Sellers will
only be liable to cure a Breach or to pay Damages in accordance with Section 7.1 with respect
to any Damages to the extent the individual claim recoverable by Purchaser exceeds [****] in
which case only the excess amount shall be recoverable.
	 
	(b)	 	Sellers’ total liability






	 	(i)	 	for the Breach of any Sellers’ Guarantees made in Section 5.1 [****];
	 
	 	(ii)	 	for any and all Breaches of Sellers’ Guarantees made in Section 5.2 [****];
	 
	 	(iii)	 	for any and all Breaches of Sellers’ Guarantees made in Section 5.7 [****];
and




 









 





			
	
	 	27
	 	 	 







	 	(iv)	 	for any and all Breaches of Sellers’ Guarantees made in Sections 5.3 through
5.6 and in Sections 5.8 through 5.11 in which case the total liability of Sellers under
each of the aforementioned Sellers’ Guarantees [****].






	7.4	 	Statute of Limitation
	 
	(a)	 	Unless otherwise stipulated by this Agreement, any claims of Purchaser under this Agreement
shall become time-barred two years after the Closing Date, except for Breaches of the Sellers’
Guarantees (i) under Section 5.1 which shall not become time-barred (excluding to the extent
possible also the statutory time limitations (gesetzliche Verjährungsfristen), and (ii) under
Section 5.2 which shall become time-barred five years after the Closing Date.
	 
	(b)	 	Any limitation period pursuant to this Section 7.4 shall be extended (gehemmt) only in the
event that a statement of claims is filed with the competent court (in accordance with Section
14.2) within the applicable limitation period (section 244 para. 1 no. 1 BGB). In case of an
interruption (Neubeginn), the new limitation period (section 213 BGB) shall be the longer of
six months or the reminder of the initial limitation period.
	 
	7.5	 	No Additional Rights or Remedies
	 
	(a)	 	The Parties agree that the rights and remedies which Purchaser may have with respect to the
breach of any guarantee, representation, warranty, covenant or agreement or with respect to
any indemnity contained in this Agreement are limited to the rights and remedies explicitly
contained herein.
	 
	(b)	 	Any and all rights and remedies of any legal nature which Purchaser may otherwise have (in
addition to the claims for specific performance (primäre Erfüllungspflichten) and the
indemnity claims explicitly set forth herein) against any Seller or any of their Affiliates or
their executives or representatives in relation to the sale of Company to Purchaser, this
Agreement or the transactions contemplated hereby shall be excluded. In particular, without
limiting the generality of the foregoing, Purchaser hereby waives any rights and claims under
statutory representations and warranties (sections 434 et seq. BGB), statutory, contractual or
pre-contractual obligations (sections 280 to 282, 311 BGB) or frustration of contract (section
313 BGB) or tort (sections 823 et seq. BGB) and Purchaser shall not have any right to rescind,
cancel or otherwise terminate this Agreement or exercise any right or remedy which would have
a similar effect, except for the termination rights set forth in Section 4.3.
	 
	(c)	 	The provisions of this Section 7.5 shall not affect any rights and remedies of the Parties
for fraud (Arglist) or wilful misconduct (Vorsatz) nor any claims arising from a breach of an
obligation to make a payment in accordance with Section 3 or with Section 4.4.




 









 






			
	
	 	28
	 	 	 











SECTION 8. REPRESENTATIONS OF AND INDEMNITY FROM PURCHASER





	8.1	 	Representations





Purchaser represents and warrants to Sellers as follows, in each case as of the date hereof and the
Closing Date, provided, however, that a guarantee which is expressly made as of a specific date
shall be true and correct only as of such date:





	(a)	 	Purchaser is a company duly organized, validly existing and in good standing under the laws
of Luxembourg and has all corporate powers required to carry on its business as presently
conducted.
	 
	(b)	 	The execution and performance by Purchaser of this Agreement are within Purchaser’s corporate
powers, do not violate the articles of association or by-laws of Purchaser and have been duly
authorized by all requisite corporate bodies, if necessary. This Agreement constitutes the
valid and binding obligation of Purchaser, enforceable in accordance with its terms, without
any further condition unless otherwise specified herein.
	 
	(c)	 	Except with respect to the AWV control requirements set forth in Section 4.2(a), no consent,
approval or authorization of, permit from, or declaration, filing or registration with any
governmental or regulatory authority, or any other person or entity is required to be made or
obtained by Purchaser in connection with the execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated hereby.
	 
	(d)	 	As of the date hereof, there is no lawsuit, investigation or proceeding pending against, or,
to Purchaser’s knowledge, threatened in writing against Purchaser before any court, arbitrator
or governmental authority which in any manner challenges or seeks to prevent, alter or
materially delay the transactions contemplated by this Agreement.
	 
	(e)	 	Purchaser is purchasing the Sold Shares for its own account.
	 
	(f)	 	As of the date hereof, based on the Due Diligence, Purchaser is not aware that a Breach has
occurred and that Sellers could reasonably be liable for Damages under Section 7.
	 
	(g)	 	Purchaser does not have any obligation or liability to pay any fees or commissions to any
broker, finder or agent with respect to any of the transactions contemplated by this Agreement
for which Sellers could become liable.
	 
	8.2	 	Indemnity in Case of Breach of Representation
	 
	(a)	 	Purchaser shall indemnify, defend and hold harmless Sellers from and against and in respect
of any and all losses asserted against, suffered or incurred by Sellers which arise out of a
breach or inaccuracy of any representation of Purchaser under Section 8.1 above. Subject to
the provisions set forth in this Agreement, the general concepts of German law relating to the
calculation of damages (Schadensberechnung) and benefit compensation for damages
(Vorteilsausgleich; Abzug Alt für Neu) shall 




 









 






			
	
	 	29
	 	 	 






	 	 	apply to the calculation of any damages and to any claims hereunder. All payments made by
Purchaser to Sellers under this Section 8 shall constitute an increase of the Purchase
Price.
	 
	(b)	 	Any claims of Sellers under this Section 8 shall become time-barred two years after the
Closing Date.
	 
	(c)	 	Subject to the representations and indemnities expressly contained in this Agreement, Sellers
agree that neither Purchaser nor any employee, advisor or representative of Purchaser has made
any express or implied representations or warranties of any nature. Sellers acknowledge that
Purchaser makes no explicit or implied representations, warranties or guarantees and assumes
no disclosure or similar obligations in connection with this Agreement and the transactions
contemplated hereby, except as expressly set forth in this Agreement.
	 
	(d)	 	The Parties agree that the rights and remedies which Sellers may have with respect to the
breach of any guarantee, representation, warranty, covenant or agreement or with respect to
any indemnity contained in this Agreement are limited to the rights and remedies explicitly
contained herein.
	 
	(e)	 	Any and all rights and remedies of any legal nature which Sellers may otherwise have (in
addition to the claims for specific performance (primäre Erfüllungspflichten)) against
Purchaser or any of its Affiliates or executives or representatives in relation to the sale of
Company to Purchaser, this Agreement or the transactions contemplated hereby shall be
excluded. In particular, without limiting the generality of the foregoing, Sellers hereby
waive any rights and claims under statutory, contractual or pre-contractual obligations
(sections 280 to 282, 311 BGB) or frustration of contract (section 313 BGB) or tort (sections
823 et seq. BGB) and Sellers shall not have any right to rescind, cancel or otherwise
terminate this Agreement or exercise any right or remedy which would have a similar effect,
except for the termination rights set forth in Section 4.3. For the avoidance of doubt, this
Section 8.2(e) shall not apply Sellers’s claims which are excluded from Sellers’ waiver as
outlined in more detail in Exhibit 4.4(l).
	 
	(f)	 	The provisions of this Section 8.2 shall not affect any rights and remedies of the Parties
for fraud (Arglist) or willful misconduct (Vorsatz) nor any claims arising from a breach of an
obligation to make a payment in accordance with Section 3 or with Section 4.4.





SECTION 9. REGULATORY REQUIREMENTS





	(a)	 	Purchaser (and Sellers, to the extent any filing cannot be made by Purchaser on behalf of
Sellers under applicable law), shall ensure that any filings, notifications or submissions
necessary in connection with the AWV clearance referred to in Section 4.2(a)(i) and any other
filings with, or notifications to, any governmental authority required in connection with this
Agreement will be made without undue delay after the date of this Agreement.




 









 






			
	
	 	30
	 	 	 






	(b)	 	In order to obtain all requisite approvals and clearances for the transactions contemplated
by this Agreement under any applicable laws, the Parties shall (i) cooperate in all respects
with each other in the preparation of any filing or notification and in connection with any
submission, investigation or inquiry, (ii) supply to any competent authority as promptly as
practicable any additional information requested pursuant to any applicable laws and take all
other procedural actions required in order to obtain any necessary clearance or to cause any
applicable waiting periods to commence and expire, (iii) promptly provide each other with
copies of any written communication (or written summaries of any non-written communication) in
connection with any proceedings, and (iv) contact any competent authority only after
consultation with the other party and give each other and their respective advisors the
opportunity to participate in all meetings and conferences with any competent authority, all
to the extent reasonably practicable.
	 
	(c)	 	In the event that any obligations or conditions (Auflagen und Bedingungen) or other
agreements are required by any competent authority as a condition to the clearance of the
transactions contemplated hereby, no Party shall be required to comply with such obligations
or conditions.
	 
	(d)	 	With respect to the Closing Conditions set forth in Section 4.2(a)(i), if the consummation of
the Closing is prohibited by any governmental authority or court, upon Sellers’ request, the
Parties shall contest such decision and use all other reasonable efforts to ensure that the
Closing may be consummated as contemplated by this Agreement and as timely as reasonably
practicable. The Parties shall, however, not be under any obligation to litigate the matter
before a court.
	 
	(e)	 	If any obligations, conditions, other agreements or measures are required by any competent
authority as a condition to the clearance of the transactions contemplated hereby, the Parties
shall discuss in good faith whether and how the transactions contemplated by this Agreement
could be consummated in light of any decision by a competent authority after the Closing Date
prohibiting any transaction contemplated hereby or whether any amendment of this Agreement
shall be agreed.





SECTION 10. CLAIMS AGAINST SELLERS




After the Closing, Purchaser shall use its shareholder rights (to the extent permitted under
applicable law) so as to cause the Company not to exercise any claims against Sellers or Sellers’
Affiliates (i) on the basis or in connection with the Sellers’ capacity as former shareholders of
the Company or (ii) on other grounds other than those listed in Exhibit 10 (the claims in
(i) and (ii) are the “Claims against Sellers”). Furthermore, Purchaser shall, as long as it holds
shares in the Company, vote against shareholders resolutions of the Company according to which the
Company will make any Claims against Sellers or Sellers’ Affiliates. Purchaser’s obligations in
this Section 10 shall not apply if and to the extent that Purchaser’s compliance with those
obligations may cause that Purchaser or any of Purchaser’s Affiliates or directors or
representatives is reasonably likely to become liable to the Company or any third party based on
actions that would have to be taken under this Section 10.




 









 






			
	
	 	31
	 	 	 








SECTION 11. BALANCING OF POST-CLOSING PAYMENTS





	(a)	 	If a Seller or a Seller’s Affiliate makes after the Closing a payment to the Company in order
to settle a claim of the Company arising from a violation of corporate laws against that
Seller or that Seller’s Affiliate that occurred (i) prior to or at the Closing Date in
relation to the Silicon Supply Agreement, including, for the avoidance of doubt, the amendment
thereto to be entered into under this Agreement and the Existing License Agreements,
including, for the avoidance of doubt, the New License Agreements, and (ii) prior to the date
hereof in relation to any other transactions, e.g. due to a violation of Section 57 AktG (such
amount paid to the Company the “Repayment Amount”), excluding, for the avoidance of doubt, the
Sellers’ Cash Contribution, Purchaser shall, after a Liquidity Event, pay to such Seller or
such Seller’s Affiliate an amount equal to the Net Advantages.
	 
	(b)	 	The “Net Advantages” shall be an amount equal to the Repayment Amount less an amount equal to
all Tax Disadvantages of the Company triggered by the Company’s receipt of the Repayment
Amount (such net amount the “Net Repayment Amount”) plus 12% interest p.a. on the Net
Repayment Amount (calculated on such portion payable to the Seller or the Seller’s Affiliate
and calculated since the actual receipt of the Repayment Amount by the Company up to the
payment by Purchaser to the Seller or the Seller’s Affiliate).
	 
	(c)	 	“Tax Disadvantages” shall be any Taxes payable by the Company on the Repayment Amount and any
other Tax disadvantage (i.e. a reduction of loss carry forwards) of the Company triggered by
the receipt of the Repayment Amount. “Tax” or “Taxes” shall mean any tax within the meaning of
Section 3 German Tax Code (Abgabenordnung) (Steuern und steuerliche Nebenleistungen) or
equivalent tax under the laws of any other jurisdiction (including any withholding tax on
amounts paid to any person), together with any interest, penalty or addition thereto any
secondary liability (Haftung) for Tax, any contribution (Beitrag), special levy (Sonderabgabe)
or fee (Gebühr) charged by a federal regional or municipal authority and social security
contributions.
	 
	(d)	 	A “Liquidity Event” shall be an event where Purchaser receives, or Purchaser’s Affiliates
receive (i) from the Company dividends, (ii) proceeds from the sale of shares in the Company
or the share in Purchaser, (iii) proceeds from a (partial) initial public offering of the shares in the Company, or (iv) proceeds from any other transaction which is economically
equivalent to the transactions in (i) through (iii).
	 
	(e)	 	The payment obligation of Purchaser under Section 11(a) shall become due if a Liquidity Event
occurs, but then only to the extent Purchaser or Purchaser’s Affiliates receive Free Net
Proceeds. To the extent that the Free Net Proceeds are not sufficient to fully make the
payment under Section 11(a) to the respective Seller or the respective Seller’s Affiliate, the
remainder owed to such Seller or to such Seller’s Affiliate shall be paid to such Seller or
such Seller’s Affiliate from the Free Net Proceeds received by Purchaser or Purchaser’s
Affiliates from the next Liquidity Event. If more than one Seller, including Sellers’
Affiliates, has a claim against Purchaser under Section 11(a) and if the Free Net Proceeds
from a Liquidity Event are not sufficient to fully make the payments under Section 11(a) to
all such Sellers and/or such Sellers’ Affiliates, Purchaser shall use the Free Net Proceeds
from this Liquidity Event to make the payments to the Sellers and/or to the Sellers’
Affiliates pro rata in




 









 






			
	
	 	32
	 	 	 






	 	 	relation of the amounts of the claims of the Sellers and/or of the Sellers’ Affiliates then
pending against Purchaser under Section 11(a). For the avoidance of doubt, the Free Net
Proceeds shall be applied in the following order of priority: first to Sellers or Sellers’
Affiliates up to the total amounts owed by Purchaser under Section 11(a); and second to the
Purchaser or the Purchaser’s Affiliates.
	(f)	 	“Net Proceeds” are all payments which Purchaser or any Affiliate of Purchaser receives in a
Liquidity Event net of any Taxes payable by Purchaser or withheld by the Company regarding
such payments to the extent not refunded to Purchaser or Purchaser’s Affiliates.
	 
	(g)	 	“Free Net Proceeds” are Net Proceeds which Purchaser or any Affiliate of Purchaser is not
contractually restricted under existing or future financing agreements entered into with third
parties in connection (i) with the financing or refinancing of this Transaction or (ii) with
any further financing raising of the Company, Purchaser or any Affiliate of the Company or
Purchaser, to use to pay to Sellers or Sellers’ Affiliates the amounts owed to Sellers or
Sellers’ Affiliates under Section 11(a).
	 
	(h)	 	If and to the extent, after Sellers’ or Sellers’ Affiliates’ claims under Section 11(a) have
been satisfied, the limited partners of Ventizz Capital Fund IV LP as indirect stakeholders in
Purchaser receive from one or more Liquidity Events a return on their total investment
(including any transaction costs relating to such investment) in Purchaser and the Company
(including any future investments) equalling an internal rate of return (IRR) of at least 40%
(the “Minimum Return”), Purchaser shall pay to Sellers an amount equal to the difference
between (i) the Repayment Amount and (ii) the Net Repayment Amount plus 12% interest p.a. on
such difference (calculated since the actual receipt of the Repayment Amount by the Company up
to the payment of such difference by Purchaser to Sellers or Sellers’ Affiliates), provided
that the obligation in this Section 11(h) shall only apply if there are sufficient Free Net
Proceeds to make such payment and further provided that such payment shall only be made if and
to the extent such payment is possible from Free Net Proceeds exceeding the Minimum Return.
	 
	(i)	 	Purchaser will inform Sellers within reasonable time in case a Liquidity Event has occurred
and will give access to Sellers or Sellers’ Affiliates and their representatives and advisors,
upon reasonable request, to any information, management or employees to the extent necessary
in connection with Sellers’ or Sellers’ Affiliates’ rights under this Section 11, provided
that each representative and advisor shall be subject to a professional duty of
confidentiality or a contractual duty of confidentiality in relation to Purchaser.





SECTION 12. PUBLIC ANNOUNCEMENTS, DISCLOSURE, CONFIDENTIALITY




Neither Party shall make any press release or similar public announcement with respect to this
Agreement, and each Party shall keep confidential and not disclose to any third party the contents
of this Agreement and any confidential information regarding the other Party disclosed to it in
connection with this Agreement or its implementation, except as expressly




 









 






			
	
	 	33
	 	 	 








agreed upon with the other Party and except as may be required in order to comply with the
requirements of any applicable laws or the rules and regulations of any stock exchange.




SECTION 13. MISCELLANEOUS





	13.1	 	Interest





In the event that a Party is in default (Verzug) with payments under this Agreement, it shall pay
default interest at a rate of EURIBOR plus 4% per annum from the date of default until the date
when the overdue amount is paid (calculated daily on the basis of a year of 365 days and payable at
the same time as the payment to which it relates). The right to claim further interest damages, if
any, shall remain unaffected.





	13.2	 	Costs and Expenses
	 
	(a)	 	All transfer taxes (including real estate transfer taxes), stamp duties, fees, registration
duties or other charges in connection with any regulatory requirements (including merger
control and AWV proceedings) and other charges and costs payable in connection with the
execution of this Agreement and the implementation of the transactions contemplated hereby
shall be borne by Purchaser.
	 
	(b)	 	Each Party shall pay its own expenses, including the costs of its advisors, incurred in
connection with this Agreement.
	 
	13.3	 	Notices





All notices under this Agreement must be in writing and will be deemed to have been duly given when





	(a)	 	delivered by hand (with written confirmation of receipt);
	 
	(b)	 	sent by telefax; or
	 
	(c)	 	by courier or registered mail (return receipt requested);





in each case to the appropriate addresses and telefax numbers set forth in Exhibit 13.3 (or
to such other addresses and telefax numbers as a Party may designate by notice to the other Party).
The delivery of the notices to the legal counsel shall not substitute the delivery to the
respective Party, unless expressly agreed in this Agreement.





	13.4	 	Entire Agreement; Amendments and Waivers
	 
	(a)	 	This Agreement (including all Exhibits hereto) contains the entire agreement between the
Parties with respect to the subject matter hereof and supersedes all prior agreements and
understandings with respect thereto.




 









 





			
	
	 	34
	 	 	 







	(b)	 	Any provision of this Agreement (including this Section 13.4) may be amended or waived only
if such amendment or waiver is (i) by written agreement executed by all Parties and explicitly
refers to this Agreement or (ii) by notarized deed, if required by law.
	 
	13.5	 	Assignments, Third Parties
	 
	(a)	 	Neither Party may assign any of its claims or rights under this Agreement without the prior
consent of the respective other Parties, except for the assignment of any claims and rights
under this Agreement by Purchaser for security purposes to certain banks and other financing
sources providing financing to (i) Purchaser, (ii) any Purchaser’s Affiliate, or (iii) to the
Company in connection with the financing of the Transaction or the refinancing of such
financing (any such assignment a “Security Assignment”). The Parties are in agreement that any
Security Assignment shall be permitted and does not require any further consent of any other
Party.
	 
	(b)	 	Except as expressly set forth in this Agreement, this Agreement shall not grant any rights
to, and is not intended to operate for the benefit of, any third parties (including the
Company), unless otherwise explicitly provided for herein.
	 
	13.6	 	Set-off and Retention





Except as expressly set forth in this Agreement, no Party shall be entitled to any set-off
(Aufrechnung) or retention (Zurückbehaltung) with respect to any rights or claims under this
Agreement unless the right or claim of the Party claiming a right of set-off or retention has been
acknowledged in writing by the respective other Party or has been confirmed by a final decision of
a competent court.





	13.7	 	Further Assurances





Each Party agrees and shall ensure that neither such Party nor any of its Affiliates will, prior to
Closing, enter into any transaction, which may prevent, delay or interfere with the consummation of
the transactions contemplated by this Agreement.





	13.8	 	Several Debtors





If and to the extent Seller 1, Seller 2 and Seller 3 can be held liable under this Agreement, they
shall be liable as several debtors (Teilschuldner) only and not as joint and several debtors
(Gesamtschuldner).





	13.9	 	Designee





Purchaser shall have the right to designate, before the Closing Date, an acquiring company
(“Designee”) that it controls directly or indirectly or that is controlled directly or indirectly
by a direct or indirect shareholder of Purchaser to assume all or parts of Purchaser’s rights and
obligations arising from or in connection with this Agreement, provided that Purchaser notifies
Sellers in writing of the name of the Designee at least 5 Business Days prior to the




 









 







			
	
	 	35
	 	 	 







Closing Date. In such case, the Designee shall succeed Purchaser in such rights and obligations
arising from or in connection with this Agreement including statutory rights and obligations,
rights and obligations pursuant to the rules of culpa in contrahendo and accessory rights and
obligations (Vertragsübernahme), provided that the Designee and Purchaser shall remain joint and
several liable towards the Sellers for all obligations of Purchaser under or in connection with
this Agreement, such succession and assumption becoming effective on the date Purchaser and the
Designee submit to Sellers a written deed of accession, substantially in the form as attached as
Exhibit 13.9. The other Parties hereby accept such assumption and transfer of rights and
obligations.





	13.10	 	Severability





Should any provision of this Agreement, or any provision incorporated into this Agreement in the
future, be or become invalid or unenforceable, the validity or enforceability of the other
provisions of this Agreement shall not be affected thereby. The invalid or unenforceable provision
shall be deemed to be substituted by a suitable and equitable provision which, to the extent
legally permissible, comes as close as possible to the intent and purpose of the invalid or
unenforceable provision. The same shall apply: (i) if the Parties have, unintentionally, failed to
address a certain matter in this Agreement (Regelungslücke); in this case a suitable and equitable
provision shall, to the extent legally permissible, be deemed to have been agreed upon which comes
as close as possible to what the Parties, in the light of the intent and purpose of this Agreement,
would have agreed upon if they had considered the matter; or (ii) if any provision of this
Agreement is invalid because of the scope of any time period or performance stipulated herein; in
this case a legally permissible time period or performance shall, to the extent legally
permissible, be deemed to have been agreed which comes as close as possible to the stipulated time
period or performance.





	13.11	 	Interpretation





Terms to which a German translation has been added shall be interpreted throughout this Agreement
according to the meaning assigned to them by the German translation. In this Agreement, the term
“including” shall mean including without limitation.










SECTION 14. GOVERNING LAW, JURISDICTION, SERVICE OF PROCESS





	14.1	 	Governing Law





This Agreement shall be subject to and governed by the laws of the Federal Republic of Germany
(excluding its conflict of laws rules). The United Nations Convention on Contracts for the
International Sale of Goods (CISG) shall not apply.





	14.2	 	Jurisdiction





The courts of Frankfurt am Main, Germany, shall have the exclusive jurisdiction for all disputes
arising out of or in connection with this Agreement.




 









 







			
	
	 	36
	 	 	 








	14.3	 	Service of Process
	 
	(a)	 	Purchaser hereby appoints Latham & Watkins LLP, Maximilianstrasse 11, 80539 Munich, Germany,
to the attention of Stefan Süß and Volkmar Bruckner, as its agent for service of process
(Zustellungsbevollmächtigter) for all legal proceedings involving Purchaser arising out of or
in connection with this Agreement. This appointment shall only terminate upon the appointment
of another agent for service of process domiciled in Germany. Purchaser shall promptly after
the date hereof and upon the appointment of any new agent for service of process (as the case
may be) issue to the agent a written power of attorney (Vollmachtsurkunde) and shall
irrevocably instruct the agent to submit such deed in connection with any service of process
under this Agreement.
	 
	(b)	 	Each of Seller 2 and Seller 3 hereby appoints Heymann & Partner Rechtsanwälte, Taunusanlage
1, 60329 Frankfurt am Main, Germany, to the attention of Dr. Henning Bloss, as its agent for
service of process (Zustellungsbevollmächtigter) for all legal proceedings involving Purchaser
arising out of or in connection with this Agreement. This appointment shall only terminate
upon the appointment of another agent for service of process domiciled in Germany. Each of
Seller 2 and Seller 3 shall promptly after the date hereof and upon the appointment of any new
agent for service of process (as the case may be) issue to the agent a written power of
attorney (Vollmachtsurkunde) and shall irrevocably instruct the agent to submit such deed in
connection with any service of process under this Agreement.





***





 









 






			
	
	 	37
	 	 	 








Q-Cells SE




Frankfurt, March 22, 2010

Place, Date




	 	 	 	 	 
	 	 	 
	   /s/ Daniel Jamin
 	 	 
	Name:  	Daniel Jamin (based on Power of Attorney dated 18 Feb 2010) 	 	 
	Title:  	Attorney at Law 	 	 
	 



Renewable Energy Corporation ASA




Frankfurt, March 22, 2010

Place, Date




	 	 	 	 	 
	 	 	 
	     /s/ Eva Prinz
 	 	 
	Name:  	Eva Prinz, based on Power of Attorney dated 11 March 2010 	 	 
	Title:  	Attorney at Law 	 	 
	 



Evergreen Solar, Inc.




Frankfurt, March 22, 2010

Place, Date




	 	 	 	 	 
	 	 	 
	  /s/ Henning Bloss
 	 	 
	Name:  	Henning Bloss (based on Power of Attorney dated 24 Feb 2010) 	 	 
	Title:  	Attorney at Law 	 	 
	 



Rolling Hills S.à r.l.

Frankfurt, March 23, 2010

Place, Date




	 	 	 	 	 
	 	 	 
	/s/  Malte Iversen
 	 	 
	Name:  	Malte Iversen, based on Power of Attorney dated 8 March 2010 	 	 
	Title:  	Attorney at Law 	 	 
	 



 











 





Draft Term Sheet String Ribbon License Agreement Evergreen — Exhibit A




String Ribbon Royalty with Sovello




Non-binding overview of principals


In the context of the envisaged sale and transfer of all shares in Sovello AG (“Sovello”) to
[LuxCo] (the “Transaction”) by the current shareholders of Sovello, including Evergreen Solar, Inc.
(“Evergreen”), the parties to this Term Sheet intend to replace the existing Quad-technology
license agreement dated 6 October 2008 and the Gemini technology license agreement dated 29
September 2006 (as amended, in each case, from time to time, the “QLA” and the “LTTA’’) by way of
entering into new license agreements, which are an integral part of the Transaction.



In order to facilitate and support the Transaction, and in consideration for the rights and
benefits granted to Evergreen pursuant to this Term Sheet — in particular, the sharing of Sovello’s
technology advancements with Evergreen as set out in no. 9 below, the reduction of the license
scope to the currently installed capacity in Thalheim and the discontinuation of Evergreen’s
obligation to share technology advancements with Sovello — Evergreen is willing to reduce the
current level of the Gemini payments under the QLA and LTTA.



Further, by way of entering into the Transaction, Evergreen intends to avoid an insolvency of
Sovello (in which case Sovello would be entitled to use the technology for another year for the
same payments made over the past 12 months), with the result that Sovello will be able to settle
outstanding royalty payments under the QLA and LTTA. To the extent the reduction of royalty claims
is not outweighed by the rights and benefits received by Evergreen, Evergreen’s entering into this
Term Sheet and the subsequent documentation shall constitute a contribution to Sovello’s capital
reserves.





	 	1.	 	String Ribbon Production on Gemini and Quad:




Effective as of Jan 1st 2010, Evergreen will provide a license for String Ribbon
production in Thalheim capped at the existing number of Gemini and Quad String Ribbon furnaces,
plus 20% additional Gemini and/or Quad furnaces, strictly to balance capacities of Sovello 1, 2 and
3. These additional furnaces must be installed in Thalheim and the Wafers produced must be
converted into Cells in Thalheim. Beyond this added capacity, Sovello would only be allowed to
expand its Quad and Gemini furnace capacity in accordance with the terms set out below in paragraph
7.





	 	2.	 	Royalty Rate:




The Royalty Rate would not be subject to renegotiation at any time and would be independent of
Sovello’s actual production levels, within the capacity constraints listed above. The royalty will
be payable in [****] installments. Payments would be due on the [****] day of each [****]. The
annual amounts are listed in the table below.




page 1 of 4









 





Draft Term Sheet String Ribbon License Agreement Evergreen — Exhibit A




	 	 	 	 	 

	2010

	 *	$	2,000,000	 
	2011

	 	$	2,500,000	 
	2012

	 	$	2,500,000	 





 


‘* including all royalty obligations since Jan 1st 2010



For 2010, Sovello will be permitted to make its first and second [****] payments, $1,000,000 in
total, on May 15, 2010.



If Sovello expands its Gemini and Quad capacity by more than 10% in Thalheim to a maximum of 20%
additional capacity, the fixed royalty fee will increase by $500,000 (annualized). The increased
royalty will begin the quarter after the additional furnaces are installed. From 1.1.2013 Sovello
can continue to use the existing capacity including any installed additional capacity (as defined
above) that occurred prior to 1.1.2013 without royalty in perpetuity.





	 	3.	 	Documentation:




Evergreen and Sovello will agree on a complete documentation list which is in fulfillment of
applicable laws and both Parties will contribute to its completion prior to the signing of the
license agreements. To fulfill Evergreen’s requirements for this documentation package, Evergreen
will provide all drawings and documentation for consumable parts, all operating and maintenance
manuals and all machine drawings and schematic diagrams required to operate, maintain and repair
the furnaces. Evergreen will also provide documentation reasonably required by Sovello, to the
extent not included above, for Sovello to comply with applicable laws; provided Evergreen has such
documentation. Regardless of the above, Evergreen will not provide the source code for the
operation of the Gemini or Quad systems. Evergreen’s portion of the complete package will be
delivered at closing or if agreed otherwise partially or in full at an agreed date thereafter. Once
Evergreen’s portion of the complete package is provided, Sovello will acknowledge its completeness
in writing.





	 	4.	 	Technology Support:




Evergreen will provide support for the Gemini and Quad technology upon request of Sovello with
reasonable notice and at standard commercial rates for time, materials and expenses.





	 	5.	 	Future Technology Development:




Outside its agreement to negotiate in good faith any future license arrangements with Sovello, as
outlined below, Evergreen is under no obligations to share any technology improvements with
Sovello.



Sovello is free to develop and enhance the technology. [****]. However, for [****] following the
signing of the license agreement, Sovello cannot block Evergreen from commercializing commercial
improvements on String Ribbon (for clarity String Ribbon is to only include technology associated
with production of Wafers, not Cells or Panels),



page 2 of 4









 





Draft Term Sheet String Ribbon License Agreement Evergreen — Exhibit A



even advancements Sovello makes. For a period of
[****] following the signing of the license agreement, Sovello must grant and agree to grant
Evergreen a world-wide, perpetual, irrevocable, fully paid-up, royalty-free, fully sublicensable,
license to such String Ribbon intellectual property rights to make, use, sell, offer for sale,
import or otherwise commercialize Wafers. [****].





	 	6.	 	Sublicense Rights




Sovello would not have any sublicense rights for the IP licensed from Evergreen. However the
granted license will be transferable to any Qualified Affiliate (as defined in the Quad License
Agreement), that become the operating arm of the Thalheim manufacturing location.





	 	7.	 	Future licensing of String Ribbon Technology:




Should Sovello or a Qualified Affiliate of Sovello desire to expand their capacity on Gemini and
Quad, above the volumes in Thalheim as outlined above, Evergreen agrees to negotiate in good faith
an arms-length, market based commercial license with Sovello. However if Evergreen and Sovello are
unable to come to terms on a license agreement within [****], either Party would then be free to
terminate the negotiations.





	 	8.	 	Single and Sole Source Vendors




For a period of [****] from the signing of this agreement, neither Party will prohibit currently
existing sole and single source vendors from supplying the other party with materials.
Specifically, Evergreen will not prohibit [****] (String), [****] (furnaces) and any other current
single source vendor from supplying Sovello with products it requires for its production
requirements. Sovello will not, however, have the right to unrestricted access to [****] and
[****] and will not be allowed to form direct supply agreements with them. Sovello will have the
right to unrestricted access, including but not limited to direct supply agreements, to all other
current single and sole source vendors. This [****] period will be extended for an additional
[****] period if any of the initial restricted vendors listed are sole source vendors when the
first [****] period expires.





	 	9.	 	Technology Sharing:




Sovello will agree to share certain technology advancements (namely: [****]) as implemented in
production by the closing date of this agreement. Evergreen will acquire full rights to make, use,
have made, sublicense, etc., these technology advancements without royalty payments in perpetuity.
Once Sovello
has provided the above listed technology advancements, Evergreen will acknowledge the
completion of this Technology Sharing in writing.




page 3 of 4









 








Draft Term Sheet String Ribbon License Agreement Evergreen — Exhibit A



We agree to this non-binding overview of principals as basis for a new license agreement
between Evergreen and Sovello replacing the existing QLA and LTTA unless otherwise stated.




	 	 	 

	Thalheim, 18-3-2010

	 	Marlboro, March 3, 2010
	 
	 	 
	/s/ Ted Scheidegger

	 	/s/ Richard G. Chleboski
	Sovello AG

	 	Evergreen Solar Inc.







page 4 of 4











 





Exhibit B




Bank Debt currently outstanding under the Loan Agreement




Loan Agreement dated April 30, 2007 incl. amendments dated May 22, 2007 and September 1, 2008




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	repayment	 	amount	 	accrued interests
	 	 	amount on Jan.	 	February by	 	currently	 	****)
	 	 	31, 2010	 	Shareholders *)	 	outstanding	 	(Feb 28, 2010)
	Tranche A
	 	 	37.500.000,00	 	 	 	-10.220.261,31	 	 	 	27.279.738,69	 	 	 	69.836,13	 
	Tranche B **)
	 	 	5.786.306,29	 	 	 	-3.841.436,42	 	 	 	1.944.869,87	 	 	 	4.978,87	 
	Tranche C
	 	 	0,00	 	 	 	 	 	 	 	0,00	 	 	 	0,00	 
	Tranche D
	 	 	25.000.000,00	 	 	 	-6.813.507,54	 	 	 	18.186.492,46	 	 	 	46.557,42	 
	Interest rate swap ***)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	318.209,10	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total
	 	 	68.286.306,29	 	 	 	-20.875.205,27	 	 	 	47.411.101,02	 	 	 	439.581,52	 








 




			
	*)	 	According to bank confirmation Shareholders’ payments were used for loan redemptions (EUR
20.875.205,27) and interest payments (EUR 509.696,76).
	 
	**)	 	Regarding Tranche B Q-Cells SE and REC ASA have made a payment as security for Evergreen (EUR
1.942.451,02). Therefore, Tranche B was not yet formally reduced.
	 
	***)	 	The interest rate swap is a fixed-for-floating rate swap and refers to Tranche A. The
swap was terminated by the Syndicated Banks together with the Loan Agreement in January 2010.
	 
	****)	 	Interest incurred until closing date must be calculated at closing.


















 








     



Exhibit C
- a




    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sovello AG	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Income Statement	 	 	 	 	 	 	Actual	 	Actual	 	 	Act	 	Act	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	2010	 	 	2011	 	 	Schedule
          C -a
	IFRS	 	 	 	 	 	 	2008	 	2009	 	 	Jan 10	 	Feb 10	 	Mrz 10	 	Apr 10	 	Mai 10	 	Jun 10	 	Jul 10	 	Aug 10	 	Sep 10	 	Okt 10	 	Nov 10	 	Dez 10	 	 	Q1 10	 	Q2 10	 	Q3 10	 	Q4 10	 	 	2010	 	 	Q1 11	 	Q2 11	 	Q3 11	 	Q4 11	 	 	2011	 	 	2012
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          TOTAL Sales Revenue

        	 	K EUR	 	 	 	219.297	 	 	 	111.731	 	 	 	 	10.293	 	 	 	12.342	 	 	 	20.750	 	 	 	19.584	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          TOTAL COGS

        	 	K EUR	 	 	 	167.242	 	 	 	127.318	 	 	 	 	10.789	 	 	 	14.545	 	 	 	19.838	 	 	 	18.694	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
           

        	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          GROSS PROFIT

        	 	K EUR	 	 	 	52.054	 	 	 	-15.588	 	 	 	 	-496	 	 	 	-2.203	 	 	 	912	 	 	 	890	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          Gross Margin

        	 	 	%	 	 	 	 	23,7	%	 	 	-14,0	%	 	 	 	-4.8	%	 	 	-17.8	%	 	 	4.4	%	 	 	4.5	%	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
           

        	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          General & Administrative
            Expense*)

        	 	K EUR	 	 	 	9.846	 	 	 	9.489	 	 	 	 	653	 	 	 	726	 	 	 	819	 	 	 	819	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          Selling expenses

        	 	K EUR	 	 	 	5.886	 	 	 	4.078	 	 	 	 	246	 	 	 	363	 	 	 	509	 	 	 	513	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          R&D Expenses

        	 	K EUR	 	 	 	1.401	 	 	 	3.705	 	 	 	 	322	 	 	 	299	 	 	 	640	 	 	 	640	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          Projekt Cost SV3

        	 	K EUR	 	 	 	4.309	 	 	 	14.226	 	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          Total operating
            expenses

        	 	K EUR	 	 	 	21.442	 	 	 	31.499	 	 	 	 	1.221	 	 	 	1.388	 	 	 	1.968	 	 	 	1.973	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
           

        	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          EBIT

        	 	K EUR	 	 	 	30.612	 	 	 	-47.087	 	 	 	 	-1.717	 	 	 	-3.591	 	 	 	-1.056	 	 	 	-1.083	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          EBIT Ratio

        	 	 	%	 	 	 	 	14,0	%	 	 	-42,1	%	 	 	 	-16.7	%	 	 	-29.1	%	 	 	-5.1	%	 	 	-5.5	%	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
           

        	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          Financial result

        	 	K EUR	 	 	 	8.865	 	 	 	16.104	 	 	 	 	2.152	 	 	 	1.890	 	 	 	1.146	 	 	 	415	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          EBT

        	 	K EUR	 	 	 	21.747	 	 	 	-63.191	 	 	 	 	-3.870	 	 	 	-5.480	 	 	 	-2.202	 	 	 	-1.497	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          Income Tax expenses
            (23%)

        	 	K EUR	 	 	 	4.363	 	 	 	-312	 	 	 	 	-98	 	 	 	-33	 	 	 	0	 	 	 	0	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[****]	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          Net Income

        	 	K EUR	 	 	 	17.384	 	 	 	-62.879	 	 	 	 	-3.772	 	 	 	-5.447	 	 	 	-2.202	 	 	 	-1.497	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          Net Income Ratio

        	 	 	 	 	 	 	 	8	%	 	 	-56	%	 	 	 	-37	%	 	 	-44	%	 	 	-11	%	 	 	-8	%	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	
          EBITDA

        	 	K EUR	 	 	 	46.427	 	 	 	-24.368	 	 	 	 	830	 	 	 	-1.026	 	 	 	1.618	 	 	 	1.855	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	
          EBITDA Ratio

        	 	 	%	 	 	 	 	21,2	%	 	 	-21,8	%	 	 	 	8,1	%	 	 	-8,3	%	 	 	7.8	%	 	 	9.5	%	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	
           

        	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          Production Volume

        	 	KWp	 	 	 	84.874	 	 	 	58.261	 	 	 	 	8.814	 	 	 	7.952	 	 	 	9.847	 	 	 	11.620	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	
          Sales Volume

        	 	KWp	 	 	 	81.591	 	 	 	57.139	 	 	 	 	6.111	 	 	 	7.104	 	 	 	12.500	 	 	 	12.800	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	
           

        	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          Sales price

        	 	EUR/Wp	 	 	 	2,61	 	 	 	1,92	 	 	 	 	1,68	 	 	 	1,68	 	 	 	1,68	 	 	 	1,53	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          Total COGS

        	 	EUR/Wp	 	 	 	2,05	 	 	 	2,23	 	 	 	 	1,77	 	 	 	2,05	 	 	 	1,59	 	 	 	1,46	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          Total OpExpenses

        	 	EUR/Wp	 	 	 	0,26	 	 	 	0,55	 	 	 	 	0,20	 	 	 	0,20	 	 	 	0,16	 	 	 	0,15	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	
          Factory yield (running
            lines)

        	 	 	%	 	 	 	 	73,94	%	 	 	71,07	%	 	 	 	71,8	%	 	 	73,9	%	 	 	72.0	%	 	 	77.3	%	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	
          Cell efficiency (running
            lines)

        	 	 	%	 	 	 	 	14,86	%	 	 	15,07	%	 	 	 	15,3	%	 	 	15,3	%	 	 	15.3	%	 	 	15.4	%	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 






	 	 	 	 	 

	Sovello AG
	 	
	vertraulich/confidential
	 	






 









 





     



Exhibit C - b




    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sovello AG	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Balance Sheet	 	 	Actual	 	 	Actual	 	 	Act	 	Act	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Schedule
          C - b
	IFRS	 	 	2008	 	 	2009	 	 	Jan 10	 	Feb 10	 	Mrz 10	 	Apr 10	 	Mai 10	 	Jun 10	 	Jul 10	 	Aug 10	 	Sep 10	 	Okt 10	 	Nov 10	 	Dez 10	 	 	Q1 10	 	Q2 10	 	Q3 10	 	Q4 10	 	 	2010	 	 	Q1 11	 	Q2 11	 	Q3 11	 	Q4 11	 	 	2011	 	 	2012
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          Cash and cash equivalents

        	 	 	 	11.525	 	 	 	 	24.267	 	 	 	 	20.990	 	 	 	16.358	 	 	 	7.879	 	 	 	17.304	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	
          thereof restricted

        	 	 	 	 	 	 	 	 	2.778	 	 	 	 	4.061	 	 	 	3.821	 	 	 	3.821	 	 	 	—	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	
          Accounts receivable
            net of Factoring

        	 	 	 	48.858	 	 	 	 	10.320	 	 	 	 	13.868	 	 	 	14.035	 	 	 	28.210	 	 	 	32.081	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	
          Grants receivable

        	 	 	 	37.731	 	 	 	 	14.027	 	 	 	 	14.061	 	 	 	14.120	 	 	 	14.355	 	 	 	14.555	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	
          Inventories

        	 	 	 	32.219	 	 	 	 	35.574	 	 	 	 	40.369	 	 	 	41.530	 	 	 	38.309	 	 	 	36.539	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	
          Other assets

        	 	 	 	19.138	 	 	 	 	5.081	 	 	 	 	2.672	 	 	 	4.775	 	 	 	4.775	 	 	 	3.075	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          Total current assets

        	 	 	 	137.946	 	 	 	 	65.002	 	 	 	 	70.970	 	 	 	74.460	 	 	 	85.649	 	 	 	86.251	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
           

        	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          Total Fixed Assets
            - net

        	 	 	 	260.794	 	 	 	 	268.992	 	 	 	 	266.328	 	 	 	264.348	 	 	 	263.461	 	 	 	264.448	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
           

        	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          upfront for silicon
            (spec res + amort)

        	 	 	 	56.880	 	 	 	 	40.026	 	 	 	 	37.461	 	 	 	37.357	 	 	 	37.020	 	 	 	36.657	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	
           

        	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          Total Assets

        	 	 	 	467.145	 	 	 	 	398.287	 	 	 	 	395.748	 	 	 	392.522	 	 	 	394.010	 	 	 	404.659	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
           

        	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          Liabilities and
            Shareholders’ Equity

        	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          Liabilities

        	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          Account payable

        	 	 	 	26.744	 	 	 	 	20.423	 	 	 	 	19.682	 	 	 	19.075	 	 	 	22.066	 	 	 	21.585	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	
          Interest liability
            shareholders

        	 	 	 	—	 	 	 	 	9.368	 	 	 	 	10.234	 	 	 	11.084	 	 	 	11.898	 	 	 	0	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	
          Bank loan grants SV1+2

        	 	 	 	27.500	 	 	 	 	—	 	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	
          Bank loan grants SV
            3

        	 	 	 	6.000	 	 	 	 	5.786	 	 	 	 	5.786	 	 	 	1.945	 	 	 	1.945	 	 	 	—	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	
          ST borrowings —
            banks

        	 	 	 	—	 	 	 	 	—	 	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	15.000	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	
          IB loan

        	 	 	 	 	 	 	 	 	—	 	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	10.000	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	
          Accrued warranty

        	 	 	 	1.960	 	 	 	 	1.985	 	 	 	 	2.020	 	 	 	2.043	 	 	 	2.198	 	 	 	2.345	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	
          Accruals & Other
            liabilities

        	 	 	 	17.425	 	 	 	 	23.378	 	 	 	 	24.187	 	 	 	25.423	 	 	 	25.479	 	 	 	9.641	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          Short term debt

        	 	 	 	79.629	 	 	 	 	60.940	 	 	 	 	61.909	 	 	 	59.570	 	 	 	63.586	 	 	 	58.571	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
           

        	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          Grants Special item

        	 	 	 	66.026	 	 	 	 	63.317	 	 	 	 	63.351	 	 	 	63.410	 	 	 	63.645	 	 	 	63.845	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	
          Grants amortization

        	 	 	 	(12.568	)	 	 	 	(16.525	)	 	 	 	(17.123	)	 	 	(17.745	)	 	 	(18.307	)	 	 	(18.893	)	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          Grants (net of amortization)

        	 	 	 	53.458	 	 	 	 	46.792	 	 	 	 	46.228	 	 	 	45.665	 	 	 	45.338	 	 	 	44.953	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
           

        	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          LT borrowings - shareholder
            SV1/2

        	 	 	 	90.000	 	 	 	 	90.000	 	 	 	 	90.000	 	 	 	90.000	 	 	 	90.000	 	 	 	—	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	
          LT borrowings - banks
            SV1/2

        	 	 	 	52.500	 	 	 	 	37.500	 	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	
          LT borrowings - shareholder
            SV3

        	 	 	 	36.762	 	 	 	 	35.084	 	 	 	 	35.917	 	 	 	36.354	 	 	 	36.354	 	 	 	0	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	
          LT borrowings - banks
            SV3

        	 	 	 	35.000	 	 	 	 	25.000	 	 	 	 	62.500	 	 	 	45.466	 	 	 	45.466	 	 	 	—	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	
          LT borrowings - shareholder
            Bridge

        	 	 	 	—	 	 	 	 	15.000	 	 	 	 	15.000	 	 	 	15.000	 	 	 	15.000	 	 	 	—	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	
          LT borrowings - shareholder
            WC

        	 	 	 	12.000	 	 	 	 	24.000	 	 	 	 	24.000	 	 	 	24.000	 	 	 	24.000	 	 	 	—	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          Long-term debt

        	 	 	 	226.262	 	 	 	 	226.584	 	 	 	 	227.417	 	 	 	210.820	 	 	 	210.820	 	 	 	0	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
           

        	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          Shareholders’
            Equity

        	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          Common stock

        	 	 	 	480	 	 	 	 	480	 	 	 	 	480	 	 	 	480	 	 	 	480	 	 	 	480	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	
          APIC — common
            stock + OCI

        	 	 	 	90.627	 	 	 	 	109.127	 	 	 	 	109.127	 	 	 	130.512	 	 	 	130.512	 	 	 	358.879	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	
          OCI

        	 	 	 	(883	)	 	 	 	(330	)	 	 	 	(336	)	 	 	—	 	 	 	—	 	 	 	—	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	
          Retained Earnings

        	 	 	 	188	 	 	 	 	17.572	 	 	 	 	(45.306	)	 	 	(49.078	)	 	 	(54.525	)	 	 	(56.726	)	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	
          Net Income

        	 	 	 	17.384	 	 	 	 	(62.879	)	 	 	 	(3.772	)	 	 	(5.447	)	 	 	(2.202	)	 	 	(1.497	)	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          Total Shareholders’
            Equity

        	 	 	 	107.796	 	 	 	 	63.971	 	 	 	 	60.193	 	 	 	76.467	 	 	 	74.266	 	 	 	301.136	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
           

        	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          Liabilities and
            Shareholders’ Equity

        	 	 	 	467.145	 	 	 	 	398.288	 	 	 	 	395.748	 	 	 	395.522	 	 	 	394.010	 	 	 	404.660	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






	 	 	 	 	 

	Sovello AG
	 	
	vertraulich/confidential
	 	
	 
	 	 	






 








 





     



Exhibit C - c




    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sovello AG	 	 	Actual	 	 	Actual	 	 	Act	 	Act	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Schedule
          C - c
	Statement
          of Cash Flows	 	 	2008	 	 	2009	 	 	Jan 10	 	Feb 10	 	Mrz 10	 	Apr 10	 	Mai 10	 	Jun 10	 	Jul 10	 	Aug 10	 	Sep 10	 	Okt 10	 	Nov 10	 	Dez 10	 	 	Q1 10	 	Q2 10	 	Q3 10	 	Q4 10	 	 	2010	 	 	Q1 11	 	Q2 11	 	Q3 11	 	Q4 11	 	 	2011	 	 	2012
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          Net Income IFRS

        	 	 	 	17.384	 	 	 	 	-62.879	 	 	 	 	-3.772	 	 	 	-5.447	 	 	 	-2.202	 	 	 	-1.497	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	
           

        	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          Changes in Operating
            Assets and Liabilities

        	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          Depreciation

        	 	 	 	22.376	 	 	 	 	29.618	 	 	 	 	3.145	 	 	 	3.186	 	 	 	3.236	 	 	 	3.523	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	
          Amortization Grants

        	 	 	 	-6.564	 	 	 	 	-6.900	 	 	 	 	-598	 	 	 	-622	 	 	 	-562	 	 	 	-586	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	
          Non-Cash items

        	 	 	 	1.342	 	 	 	 	14.756	 	 	 	 	1.733	 	 	 	1.383	 	 	 	0	 	 	 	0	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	
          Amortization/Change
            prepayment Silicon

        	 	 	 	0	 	 	 	 	16.061	 	 	 	 	2.565	 	 	 	104	 	 	 	337	 	 	 	363	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	
          Inventories

        	 	 	 	-10.125	 	 	 	 	-3.355	 	 	 	 	-4.795	 	 	 	-1.161	 	 	 	3.221	 	 	 	1.770	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	
          Accounts Receivable
            & other assets

        	 	 	 	-26.676	 	 	 	 	45.491	 	 	 	 	-1.172	 	 	 	-2.329	 	 	 	-14.410	 	 	 	-2.372	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	
          Accounts payable &
            other liabilities

        	 	 	 	16.752	 	 	 	 	1.611	 	 	 	 	1.054	 	 	 	1.495	 	 	 	3.402	 	 	 	-2.684	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          Net Cash provided
            by Operating Activities

        	 	 	 	14.488,9	 	 	 	 	34.403	 	 	 	 	-1.840	 	 	 	-3.391	 	 	 	-6.978	 	 	 	-1.483	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
           

        	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          Cash Flow from Investing
            Activities:

        	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          Grants received

        	 	 	 	0	 	 	 	 	30.566	 	 	 	 	0	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[****]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	
          Grant repayments (incl.
            Interest)

        	 	 	 	 	 	 	 	 	0	 	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	-11.693	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[****]	 	 	 	 	 	 
	
          Change investment liability

        	 	 	 	 	 	 	 	 	-8.293	 	 	 	 	-957	 	 	 	-545	 	 	 	850	 	 	 	-1.594	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          Capital Spendings (additions
            fixed asset schedule)

        	 	 	 	-104.714	 	 	 	 	-37.818	 	 	 	 	-481	 	 	 	-1.206	 	 	 	-2.350	 	 	 	-4.509	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	
          Silicon Prepayment

        	 	 	 	7.090	 	 	 	 	1.226	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          Net Cash used for
            Investing Activities

        	 	 	 	-97.624	 	 	 	 	-14.319	 	 	 	 	-1.438	 	 	 	-1.751	 	 	 	-1.500	 	 	 	-17.797	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
           

        	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          Cash Flows from
            Financing Activities:

        	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          Waiver shareholder
            loans (incl. Interests)

        	 	 	 	0	 	 	 	 	0	 	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	177.252	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	
          Waiver Borrowing SH
            SV1 & SV2

        	 	 	 	0	 	 	 	 	0	 	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	-90.000	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	
          Borrowing banks SV1
            & SV2

        	 	 	 	-30.000	 	 	 	 	-15.000	 	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	
          Waiver Borrowing SH
            SV3

        	 	 	 	34.817	 	 	 	 	15.026	 	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	-63.252	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	
          Waiver Borrowing SH
            W/C

        	 	 	 	12.005	 	 	 	 	11.996	 	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	-24.000	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	
          Borrowing banks Tranche
            A/D

        	 	 	 	35.000	 	 	 	 	-10.000	 	 	 	 	0	 	 	 	-17.034	 	 	 	0	 	 	 	-45.466	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	
          Financing fees

        	 	 	 	-724	 	 	 	 	 	 	 	 	 	0	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[****]	 	 	 	 	[****]	 
	
          Bridge Financing Grants
            / Tranche B

        	 	 	 	6.000	 	 	 	 	-27.714	 	 	 	 	0	 	 	 	-3.841	 	 	 	0	 	 	 	-1.945	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	
          Bank loan (remaining
            15 MIO €)

        	 	 	 	0	 	 	 	 	0	 	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	15.000	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	
          IB loan

        	 	 	 	 	 	 	 	 	0	 	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	10.000	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	
          Seller’s Cash
            Contribution (Equity)

        	 	 	 	 	 	 	 	 	18.500	 	 	 	 	0	 	 	 	21.385	 	 	 	0	 	 	 	11.115	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	
          Purchaser’s Cash
            Contribution (Equity)

        	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	40.000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          Factoring

        	 	 	 	 	 	 	 	 	0	 	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	
          Financing fees / IPO
            Proceeds (net)

        	 	 	 	 	 	 	 	 	-150	 	 	 	 	0	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          Net Cash provided
            by Financing Activities

        	 	 	 	57.098	 	 	 	 	-7.342	 	 	 	 	0	 	 	 	510	 	 	 	0	 	 	 	28.704	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
           

        	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          Net Increase (Decrease)
            in Cash & Equivalents

        	 	 	 	-26.037	 	 	 	 	12.742	 	 	 	 	-3.278	 	 	 	-4.632	 	 	 	-8.478	 	 	 	9.425	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	
          Cash & Equivalents,
            at Beginning of Period

        	 	 	 	37.563	 	 	 	 	11.525	 	 	 	 	24.267	 	 	 	20.990	 	 	 	16.358	 	 	 	7.879	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	
          Cash & Equivalents,
            at End of Period

        	 	 	 	11.525	 	 	 	 	24.267	 	 	 	 	20.990	 	 	 	16.358	 	 	 	7.879	 	 	 	17.304	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 






	 	 	 	 	 

	Sovello AG
	 	
	vertraulich/confidential
	 	
	 
	 	 	















 







     


Exhibit C
- d




    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Exhibit C d
	 	 	Budget	 	Budget	 	Budget	 	Budget	 	Budget	 	Budget	 	Budget	 	Budget	 	Budget	 	Budget	 	Budget	 	Budget	 	 	Budget	 	Budget	 	Budget	 	Budget	 	 	Budget	 	 	Budget	 	Budget	 	Budget	 	Budget	 	 	Budget	 	 	Budget
	 	 	Jan 10	 	Feb 10	 	Mrz 10	 	Apr 10	 	Mai 10	 	Jun 10	 	Jul 10	 	Aug 10	 	Sep 10	 	Okt 10	 	Nov 10	 	Dez 10	 	 	Q1 10	 	Q2 10	 	Q3 10	 	Q4 10	 	 	2010	 	 	Q1 11	 	Q2 11	 	Q3 11	 	Q4 11	 	 	2011	 	 	2012
	
          Assumptions REC
            polysilicon

        	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          quantity REC *)

        	 	 	60,0	 	 	 	60,0	 	 	 	72,0	 	 	 	60,0	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	[****]	 
	
           

        	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          quantity 2010: first
            190 MT

        	 	 	60,0	 	 	 	60,0	 	 	 	70,0	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[****]	 	 	 	 	 	 
	
          quantity 2010: >
            190 MT 

        	 	 	 	 	 	 	 	 	 	 	2,0	 	 	 	60,0	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[****]	 	 	 	 	 	 
	
          Silicon Price 2010:
            first 190 MT

        	 	 	50,00	 	 	 	50,00	 	 	 	50,00	 	 	 	50,00	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          Silicon Price 2010:
            > 190 MT

        	 	 	55,00	 	 	 	55,00	 	 	 	55,00	 	 	 	55,00	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
           

        	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          Silicon Price 2010:

        	 	 	50,00	 	 	 	50,00	 	 	 	50,14	 	 	 	55,00	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	 	 	 	 	[****]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          Silicon Price 2011
            **):

        	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	[****]	 	 	 	 	[****]	 	 	 	 	 	 
	
          Silicon Price 2012
            **):

        	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[****]	 





without crushing/transportation and amortization sign on fee



 




			
	*)	 	assumption: confirmed delivery schedule for 2010 (dated Jan. 14, 2010), volumes 2011-12 as
discussed in Sellers/Purchaser/Sovello conference call on Feb. 19, 2010
	 
	**)	 	assumption: price according to schedule 6.1 ( c ) Siliocn Supply Agreement, actual prices may
differ according to price adjustment mechanism in schedule 6





	 	 	 	 	 

	Sovello AG
	 	
	vertraulich/confidential
	 	 	















 







Exhibit C - e


Sovello AG



    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Mrz
          10	 	Mrz
          10	 	Mrz
          10	 	Apr
          10	 	Apr
          10	 	Apr
          10	 	Apr
          10
	 	 	 	 	 	 	1	 	2	 	3	 	4	 	5	 	6	 	7
	 	 	 	 	 	 	Plan	 	Plan	 	Plan	 	Plan	 	Plan	 	Plan	 	Plan
	Liquidity Forecast	 	Calendar week	 	11	 	12	 	13	 	14	 	15	 	16	 	17
	EUR million	 	from	 	15.03.2010	 	22.03.2010	 	29.03.2010	 	05.04.2010	 	12.04.2010	 	19.04.2010	 	26.04.2010
	Status
          15.03.2010	 	until	 	21.03.2010	 	28.03.2010	 	04.04.2010	 	11.04.2010	 	18.04.2010	 	25.04.2010	 	02.05.2010
	 
	
          + Receipts from
            Accounts Receivables *)

        	 	 	 	 	 	 	3,1	 	 	 	2,5	 	 	 	1,6	 	 	 	4,1	 	 	 	3,2	 	 	 	1,2	 	 	 	0,2	 
	
          + Expected receipts
            from Sales Forecast

        	 	 	 	 	 	 	0,0	 	 	 	0,0	 	 	 	0,0	 	 	 	1,0	 	 	 	4,2	 	 	 	4,6	 	 	 	3,4	 
	
          + Received prepayments

        	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          + Payment charges
            for VAT

        	 	 	 	 	 	 	0,0	 	 	 	0,0	 	 	 	0,0	 	 	 	2,0	 	 	 	0,0	 	 	 	0,0	 	 	 	0,0	 
	
          + Receipts from
            short-term work remittances

        	 	 	 	 	 	 	0,0	 	 	 	0,0	 	 	 	0,0	 	 	 	0,0	 	 	 	0,0	 	 	 	0,0	 	 	 	0,0	 
	
          + Other payment
            receipts

        	 	 	 	 	 	 	0,0	 	 	 	0,0	 	 	 	0,0	 	 	 	0,0	 	 	 	0,0	 	 	 	0,5	 	 	 	0,0	 
	
          - Disbursements for
            creditors material/services *)

        	 	 	 	 	 	 	-3,3	 	 	 	-3,0	 	 	 	-3,1	 	 	 	-2,8	 	 	 	-4,0	 	 	 	-0,4	 	 	 	-0,6	 
	
          - Expected disbursements
            material/services

        	 	 	 	 	 	 	0,0	 	 	 	0,0	 	 	 	0,0	 	 	 	0,0	 	 	 	-1,0	 	 	 	-3,1	 	 	 	-2,0	 
	
          - Payroll

        	 	 	 	 	 	 	0,0	 	 	 	-0,9	 	 	 	-2,6	 	 	 	-0,3	 	 	 	0,0	 	 	 	-0,9	 	 	 	-4,0	 
	
          - Income tax

        	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	-3,0	 	 	 	 	 
	
          - Disbursements for
            EUST (=import turnover tax)

        	 	 	 	 	 	 	-2,5	 	 	 	0,0	 	 	 	0,0	 	 	 	0,0	 	 	 	-3,3	 	 	 	0,0	 	 	 	0,0	 
	
          - Interest payments

        	 	 	 	 	 	 	0,0	 	 	 	0,0	 	 	 	-0,8	 	 	 	0,0	 	 	 	-0,1	 	 	 	0,0	 	 	 	0,0	 
	
          - Other disbursements

        	 	 	 	 	 	 	 	 	 	 	0,0	 	 	 	0,0	 	 	 	0,0	 	 	 	0,0	 	 	 	0,0	 	 	 	0,0	 
	
           

        	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          Cash flow from operating
            activities

        	 	 	 	 	 	 	2,8	 	 	 	-1,5	 	 	 	-4,8	 	 	 	4,0	 	 	 	-1,0	 	 	 	-1,1	 	 	 	-3,0	 
	
           

        	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          + Receipts from
            asset disposal

        	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          + Receipts/disbursements
            from investment subsidies

        	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	-3,4	 	 	 	 	 	 	 	-8,0	 	 	 	 	 
	
          - Disbursements payables
            - Capex (Sovello Line 3)

        	 	 	 	 	 	 	-0,2	 	 	 	-0,7	 	 	 	-0,4	 	 	 	-0,8	 	 	 	-0,3	 	 	 	-0,6	 	 	 	0,0	 
	
          - Expected disbursements
            for Capex (Sovello Line 3)

        	 	 	 	 	 	 	0,0	 	 	 	0,0	 	 	 	0,0	 	 	 	0,0	 	 	 	-0,5	 	 	 	-0,3	 	 	 	-4,3	 
	
           

        	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          Cash flow from investing
            activities

        	 	 	 	 	 	 	-0,2	 	 	 	-0,7	 	 	 	-0,4	 	 	 	-4,1	 	 	 	-0,8	 	 	 	-8,9	 	 	 	-4,3	 
	
           

        	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          + Fresh Capital
            (payments seller)

        	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	9,2	 	 	 	 	 	 	 	 	 
	
          + Fresh Capital
            (payments shareholder Evergreen; oustanding)

        	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	1,9	 	 	 	 	 	 	 	 	 
	
          + Fresh Capital
            (purchaser)

        	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	40,0	 	 	 	 	 	 	 	 	 
	
          + Borrowing from
            banks (consortium)

        	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          + New borrowing
            from banks (IB loan)

        	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	10,0	 	 	 	 	 	 	 	 	 
	
          + New borrowing
            from shareholders

        	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          - Loan repayments —
            banks consortium Tranche A/D

        	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	-30,5	 	 	 	 	 	 	 	 	 
	
          - Loan repayments —
            banks consortium Tranche B (subsidies)

        	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	-1,9	 	 	 	 	 	 	 	 	 
	
          - Loan repayments —
            shareholder

        	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          + Moratorium for
            loan repayments - banks

        	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
           

        	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          Cash Flow from financing
            activities

        	 	 	 	 	 	 	0,0	 	 	 	0,0	 	 	 	0,0	 	 	 	0,0	 	 	 	28,7	 	 	 	0,0	 	 	 	0,0	 
	
           

        	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          Net Cash Flow

        	 	 	 	 	 	 	-2,9	 	 	 	-2,2	 	 	 	-5,2	 	 	 	-0,1	 	 	 	26,8	 	 	 	-10,0	 	 	 	-7,2	 
	
           

        	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          Opening balance
            liquid funds

        	 	 	 	 	 	 	18,2	 	 	 	15,2	 	 	 	13,1	 	 	 	7,8	 	 	 	7,7	 	 	 	34,5	 	 	 	24,5	 
	
          Closing balance
            liquid funds

        	 	 	 	 	 	 	15,2	 	 	 	13,1	 	 	 	7,8	 	 	 	7,7	 	 	 	34,5	 	 	 	24,5	 	 	 	17,3	 
	
           

        	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          Credit line

        	 	 	 	 	 	 	0,0	 	 	 	0,0	 	 	 	0,0	 	 	 	0,0	 	 	 	0,0	 	 	 	0,0	 	 	 	0,0	 
	
          Pledged deposits (subsidies)

        	 	 	 	 	 	 	-3,8	 	 	 	-3,8	 	 	 	-3,8	 	 	 	-3,8	 	 	 	-3,8	 	 	 	0,0	 	 	 	0,0	 
	
           

        	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          Disposable liquid
            assets

        	 	 	 	 	 	 	11,4	 	 	 	9,2	 	 	 	4,0	 	 	 	3,9	 	 	 	30,7	 	 	 	24,5	 	 	 	17,3	 


  



 



			
	*)	 	thereof SPA Exhibit 4.4 (o) and 10 relevant payments




	 	 	 	 	 

	included receivable Evergreen mEUR
	 	 	1,14	 
	included receivable Evergreen mUSD
	 	 	0,48	 
	included liabilities Evergreen mEUR
	 	 	-3,74	 
	included liabilities Evergreen mUSD
	 	 	-0,24	 
	included receivable Q-Cells mEUR
	 	 	0,03	 
	included liabilities Q-Cells mEUR
	 	 	-0,37	 












 





Exhibit D




Sellers’ Knowledge




Dr. Nedim Cen

Richard M. Feldt

Michael El-Hillow

Richard G. Chleboski

Terje Pilskog

John Andersen, Jr.


















 






Exhibit E


Sovello AG

Shareholder Loans



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Interest	 	Accrued	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Rate	 	Interest as at	 	 
	 	 	 	 	Principal	 	Date of	 	Last	 	Term of	 	(% p.a.)	 	Feb 28, 2010	 	 
	 	 	Purpose	 	Amount	 	Contract	 	Amendment	 	the Loan	 	*	 	**	 	Maturity of Interests
	Evergreen


(all of the
Loan Agreements
were subject to a
Subordination
Agreement signed
1/5-Oct-09)
	 	Investment Loan SV2	 	€	30.000.000	 	 	25/30-Jan-07	 	16/18-Dec-09	 	 	30.06.2010	 	 	 	5,43	 	 	€	1.900.500,00	 	 	due on the repayment of the principal amount
	 	Investment Loan SV3	 	$	18.174.000	 	 	23/26-Jun-08	 	16/18-Dec-09	 	 	30.06.2010	 	 	 	6,71	 	 	$	1.422.721,30	 	 	due on the repayment of the principal amount
	 	Working Capital Loan	 	$	10.650.000	 	 	16/23-Jan-09	 	11-Dec-09	 	 	30.06.2010	 	 	 	6,00	 	 	$	701.718,33	 	 	due on the repayment of the principal amount
	 	Bridge Loan	 	$	6.700.000	 	 	31-Mar/2-Apr-09	 	16/18-Dec-09	 	 	30.06.2010	 	 	 	7,00	 	 	$	427.311,08	 	 	due on the repayment of the principal amount
	 
	Q-Cells


(all of the
Loan Agreements
were subject to a
Subordination
Agreement signed
29-Sep-09)
	 	Investment Loan SV2	 	€	30.000.000	 	 	25/30-Jan-07	 	16/29-Dec-09	 	 	30.06.2010	 	 	 	5,43	 	 	€	1.900.500,00	 	 	due on the repayment of the principal amount
	 	Investment Loan SV3	 	€	11.650.000	 	 	23-Jun-08	 	16/29-Dec-09	 	 	30.06.2010	 	 	 	6,71	 	 	€	912.000,88	 	 	due on the repayment of the principal amount
	 	Working Capital Loan	 	€	8.000.000	 	 	16-Jan/12-Feb-09	 	11/15-Dec-09	 	 	30.06.2010	 	 	 	6,00	 	 	€	536.666,67	 	 	due on the repayment of the principal amount
	 	Bridge Loan	 	€	5.000.000	 	 	26/31-Mar-09	 	16/29-Dec-09	 	 	30.06.2010	 	 	 	7,00	 	 	€	321.805,59	 	 	due on the repayment of the principal amount
	 
	REC


(all of the
Loan Agreements
were subject to a
Subordination
Agreement signed
30-Sep-09)
	 	Investment Loan SV2	 	€	30.000.000	 	 	25/29-Jan-07	 	16-Dec-09	 	 	30.06.2010	 	 	 	5,43	 	 	€	1.900.500,00	 	 	due on the repayment of the principal amount
	 	Investment Loan SV3	 	€	11.650.000	 	 	23/25-Jun-08	 	16-Dec-09	 	 	30.06.2010	 	 	 	6,71	 	 	€	912.000,88	 	 	due on the repayment of the principal amount
	 	Working Capital Loan	 	€	8.000.000	 	 	16/26-Jan-09	 	11/14-Dec-09	 	 	30.06.2010	 	 	 	6,00	 	 	€	533.333,33	 	 	due on the repayment of the principal amount
	 	Bridge Loan	 	€	5.000.000	 	 	30/31-Mar-09	 	16-Dec-09	 	 	30.06.2010	 	 	 	7,00	 	 	€	292.638,92	 	 	due on the repayment of the principal amount






 




			
	*	 	on a ‘30/360 days’ basis
	 
	**	 	has to be updated as at closing date











 





Exhibit 2.4(a)(i)





Niederschrift







Minutes










über die

auβerordentliche Hauptversammlung

der Sovello AG






of the

extraordinary general meeting

of Sovello AG









am
16. März 2010

in Frankfurt a.M.






held on 16 March 2010

in Frankfurt a.M.








I.




An der auβerordentlichen Hauptversammlung der Sovello AG, einer Aktiengesellschaft mit Sitz
in BitterfeldWolfen, eingetragen im Handelsregister des Amtsgerichts Karlsruhe unter HRB 8253 (die
,,Gesellschaft“), nahmen die folgenden Personen teil:






At the extraordinary general meeting of Sovello AG, a German stock corporation with business seat
in Bitterfeld-Wolfen, registered with the commercial register of the local court of Karlsruhe under
HRB 8253 (the “Company”), the following persons were present:











	1.	 	Vom Aufsichtsrat der Gesellschaft, der aus den folgenden neun Mitgliedern besteht










	1.	 	from the supervisory board, which comprises of the following nine members














	 	a)	 	Herr Richard M. Feldt,
	 
	 	b)	 	Herr Anton Milner,
	 
	 	c)	 	Herr Terje Pilskog,
	 
	 	d)	 	Herr Michael El-Hillow,
	 
	 	e)	 	Dr. Nedim Cen,
	 
	 	f)	 	Herr John Andersen, Jr.
	 
	 	g)	 	Frau Mandy Hildebrandt,
	 
	 	h)	 	Herr Norbert Krebs und
	 
	 	i)	 	Frau Sandra Seidewitz,

	 
	 	niemand;










	 	a)	 	Mr. Richard M. Feldt,
	 
	 	b)	 	Mr. Anton Milner,
	 
	 	c)	 	Mr. Terje Pilskog,
	 
	 	d)	 	Mr. Michael El-Hillow,
	 
	 	e)	 	Dr. Nedim Cen,
	 
	 	f)	 	Mr. John Andersen, Jr.
	 
	 	g)	 	Mrs. Mandy Hildebrandt,
	 
	 	h)	 	Mr. Norbert Krebs and
	 
	 	i)	 	Mrs. Sandra Seidewitz,
	 
	 	nobody;













	2.	 	vom Vorstand, bestehend aus










	2.	 	from the management board, which comprises of the following members













	 	a)	 	Dr. Theodor Scheidegger,
	 
	 	b)	 	Herr Hans-Jörg Axmann,










	 	a)	 	Dr. Theodor Scheidegger,
	 
	 	b)	 	Mr. Hans-Jörg Axmann,




















 







	 	c)	 	Herr Jörg Baumheuer und
	 
	 	d)	 	Herr Christian Langen, 
	 
	 	niemand;









	 	c)	 	Mr. Jörg Baumheuer and
	 
	 	d)	 	Mr. Christian Langen,
	 
	 	nobody;












	3.	 	die in dem als Anlage beigefügten Teilnehmerverzeichnis aufgeführten
Aktionärsvertreter.









	3.	 	the shareholders’ representatives pursuant to the list of participants, which is attached as
Annex.










II.




Nachdem der Aufsichtsratsvorsitzende und die anderen Mitglieder des Aufsichtsrates als
satzungsgemäβe Versammlungsleiter bei dieser
Hauptversammlung nicht zur Verfügung standen, wählte
die Hauptversammlung einstimmig Daniel Christoph Jamin zum Leiter der Hauptversammlung (nachfolgend
der ,,Versammlungsleiter“). Der Versammlungsleiter stellte das Ergebnis dieser Wahl fest und
verkündete es.






As the chairman of the supervisory board and the other members of the supervisory board, being the
statutory chairperson to the general meeting were not present, the general meeting elected Daniel
Christoph Jamin unanimously as chairman of the general meeting (hereinafter the “Chairman”). The
Chairman stated the result of the election and announced it.









Sodann
übernahm er den Vorsitz der Hauptsversammlung und eröffnete diese um 16:42 Uhr.






At 16:42 o’clock the Chairman took the chair and declared the general meeting open.









Der
Versammlungsleiter wies zunächst auf Folgendes hin:






At first the chairman bespoke as follows:









Die Gesellschaft ist mit einem Grundkapital von EUR 480.000 ausgestattet, das in 480.000
Namensstückaktien eingeteilt ist.






The Company’s share capital amounts to EUR 480,000 which is divided into 480,000 registered non-par
value shares.









Der Versammlungsleiter stellte sodann das Teilnehmerverzeichnis als richtig fest und
unterzeichnete es. Die Aktionärsvertreterin hat ihre Berechtigung zur Teilnahme an der
Hauptversammlung und zur Ausübung der Stimmrechte im Sinne der Satzung laut Feststellung des
Versammlungsleiters ordnungsgemäβ nachgewiesen. Das
Teilnehmerverzeichnis wurde für alle Teilnehmer
der Hauptversammlung ausgelegt und blieb während der gesamten Dauer der Hauptversammlung einsehbar.






Then the Chairman confirmed that the list of participants is correct and signed it. According to
the Chairman’s observation the shareholders’ representative proved her right to participate at the
general meeting and her right to exercise the voting rights in accordance with the bylaws. The list
of participants was laid out and has been available for inspection during the entire course of the
general meeting.









Der Versammlungsleiter stellte weiter fest,






The Chairman further observed that









2









 






dass
gemäβ dem Teilnehmerverzeichnis in dieser auβerordentlichen Hauptversammlung das gesamte
stimmberechtigte Grundkapital der Gesellschaft (480.000 Aktien) vertreten ist (Vollversammlung) und
dass es daher für die Beschlussfähigkeit der Hauptversammlung einer förmlichen Einberufung nicht
bedurfte. Kein Aktionär erhob Widerspruch.






according to the list of participants the whole stated capital of the Company (480,000 shares) is
present in the general meeting and therefore, no formal invitation to this extraordinary general
meeting was necessary in order to reach the quorum. No shareholder challenged this observation.









Der Versammlungsleiter stellte weiter fest, dass die Mitglieder des Vorstands und die
Mitglieder des Aufsichtsrats über den Zeitpunkt, den Ort und die Tagesordnung der Hauptversammlung
benachrichtigt wurden und entschuldigt fehlen.






Further the Chairman observed that the members of the management board and the members of the
supervisory board have been informed about time, place and agenda of the general meeting and are
absent with valid excuse.









Die
Aktionärsvertreterin verzichtete
daraufhin vorsorglich auf die Einhaltung
aller durch Gesetz oder Satzung für die
Einberufung, Vorbereitung und
Durchführung der Hauptversammlung statuierten Vorschriften über Formen, Fristen,
Beschlussvorschläge, Berichte und Bekanntmachungen im Zusammenhang mit der hier zu erledigenden
Tagesordnung sowie die Auslegung von Unterlagen in der Hauptversammlung und erkannte die
Beschlussfähigkeit der auβerordentlichen Hauptversammlung
in der Form einer Vollversammlung gemäβ §
121 Abs. 6 AktG an.






The shareholders’ representative waived all statutory or requirements under the Company’s articles
of association regarding the convening, preparation, announcement and procedure of the general
meeting in respect of form, notice periods, proposals, reports and announcements in connection with
the matters specified in the agenda for this meeting and in respect of the form of documents in the
general meeting and confirmed the quorum of the general meeting pursuant to section 121 (6) of the
German Stock Corporations Act (AktG).









III.




Sodann stellte der Versammlungsleiter als einzigen Tagesordnungspunkt fest:






Thereupon the only item of the agenda was stated by the Chairman as follows:











Zustimmung
zur Übertragung sämtlicher Aktien der Gesellschaft an einen Erwerber.







Consent to the transfer of all shares in the Company to a purchaser.








Der Versammlungsleiter bestimmte sodann, dass die Abstimmung durch Handaufheben erfolgt.






The Chairman decided to take all resolutions during this general meeting by show of hands.









Die Tagesordnung wurde daraufhin wie folgt erledigt:






Thereupon, the agenda was dealt with as follows:









3









 






Zustimmung
zur Übertragung sämtlicher Aktien der Gesellschaft an einen Erwerber.






Consent to the transfer of all shares in the Company to a purchaser.









Der
Versammlungsleiter schlug vor, wie folgt zu beschließen:






The Chairman proposed to resolve as follows:









,,Die Hauptversammlung stimmt hiermit






“The general meeting hereby consents to the transfer of











	 	a)	 	der Übertragung von 160.000 Aktien der Gesellschaft, die von Q-Cells SE, gehalten werden,









	 	a)	 	the transfer of 160,000 shares in the Company, hold by 

Q-Cells SE,












	 	b)	 	der Übertragung von 160.000 Aktien der Gesellschaft, die von Evergreen Solar, Inc.,
gehalten werden sowie









	 	b)	 	the transfer of 160,000 shares in the Company hold by Evergreen Solar, Inc. as well as












	 	c)	 	der Übertragung von 160.000 Aktien der Gesellschaft, die von Renewable Energy Corporation
ASA, gehalten werden,









	 	c)	 	the transfer of 160,000 shares in the Company hold by Renewable Energy Corporation ASA,










jeweils
an Rolling Hills S.à r.l. oder einen anderen Erwerber zu.“






in
each case to Rolling Hills S.à r.l. or another purchaser. “









Die Hauptversammlung fasste sodann
einstimmig — ohne Stimmenthaltung — durch Handzeichen den
folgenden Beschluss:






The general meeting then resolved without any dissenting votes — without any abstention — by show
of hands as follows:









Die Hauptversammlung stimmt hiermit






The general meeting hereby consents to











	 	a)	 	der Übertragung von 160.000 Aktien der Gesellschaft, die von Q-Cells SE, gehalten werden,










	 	a)	 	the transfer of 160,000 shares in the Company, hold by Q-Cells SE,













	 	b)	 	der Übertragung von 160.000 Aktien der Gesellschaft, die von Evergreen Solar, Inc.,
gehalten werden sowie









	 	b)	 	the transfer of 160,000 shares in the Company, hold by Evergreen Solar, Inc.,












	 	c)	 	der Übertragung von 160.000 Aktien der Gesellschaft, die von Renewable Energy Corporation
ASA, gehalten werden,









	 	c)	 	the transfer of 160,000 shares in the Company, hold by Renewable Energy Corporation ASA,










jeweils an Rolling Hills S.à r.l. oder






in each case to Rolling Hills S.à r.l. or another purchaser.









4









 







einen anderen Erwerber zu.










Der Versammlungsleiter stellte diesen Beschluss mit dem vorbeschriebenen Ergebnis fest und
verkündete ihn.







The chairman established that the resolution was passed with the above mentioned result and
pronounced it.








Der
Versammlungsleiter schlug vor, auf die Anfechtung sämtlicher in dieser Hauptversammlung
gefassten Beschlüsse ausdrücklich zu verzichten. Daraufhin
erklärte die Aktionärsvertreterin ihren
Verzicht auf eine Anfechtung des zuvor gefassten Beschlusses.






The Chairman proposed to waive the right to challenge the resolutions passed in this shareholders’
meeting. Thereupon the shareholders’ representative declared the waiver of challenging rights in
respect of the passed resolution.










Alle
Beteiligten waren während der Abstimmungen ununterbrochen anwesend, die Abstimmungen
wurden in der von dem Versammlungsleiter eingangs bestimmten Art
vorgenommen und durchgeführt, und
die vorstehenden Beschlüsse wurden mit den von ihm sofort nach dem jeweiligen Beschluss
festgestellten und verkündeten Ergebnis mit der erforderlichen Kapitalmehrheit gefasst. Zu keinem
Beschluss wurde Widerspruch erhoben.






All participants have been present during the entire voting. The votes have been conducted in the
aforementioned manner determined by the Chairman. In each case the resolutions have been passed
with the result as the chairman determined immediately and pronounced after each voting. They have
been passed with the required majority. No resolution has been challenged.









Der
Versammlungsleiter erklärte, dass damit die Tagesordnung der auβerordentlichen
Hauptversammlung erledigt sei. Er schloss die Hauptversammlung um 17:02 Uhr.






The Chairman declared the agenda of the extraordinary general meeting to be accomplished. He
closed the general meeting at 17:02 o’ clock.









***





	 	 	 
	Frankfurt      16.03.2010
 

Ort, Datum / Place, Date
	 	 









	 	 	 
	
 

Daniel Christoph Jamin

Versammlungsleiter / Chairman
	 	 












5











 





Anlage / Annex


Teilnehmerverzeichnis
für die auβerordentliche Hauptversammlung der
Sovello AG vom 16. März 2010 / List of participants for the
extraordinary general meeting of the Sovello AG dated 16 March 2010.



	 	 	 	 	 	 	 
	 	 	 	 	Name / Wohnort des Vertreters /	 	 
	 	 	Wohnort / Sitz des Aktionärs	 	Beruf	 	 
	Name / Firma des Aktionärs	 	Domicile / seat of the	 	Name / domicile of the	 	Anzahl der vertretenen Aktien / Aktiengattung
	Name / firm of the shareholder	 	shareholder	 	representative / occupation	 	Number of represented shares / class of shares
	Q-Cells SE
	 	Bitterfeld-Wolfen, Germany	 	Eva Prinz, Frankfurt
a.M., Rechtsanwältin / attorney at law	 	160,000 Stückaktien / non-par value shares
	 
	 	 	 	 	 	 
	Evergreen Solar, Inc.
	 	Marlboro, Massachusetts, USA	 	Eva Prinz, Frankfurt
a.M., Rechtsanwältin / attorney at law	 	160,000 Stückaktien / non-par value shares
	 
	 	 	 	 	 	 
	Renewable Energy
Corporation ASA
	 	Svandvika, Norway	 	Eva Prinz, Frankfurt
a.M., Rechtsanwältin / attorney at law	 	160,000 Stückaktien / non-par value shares
	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	480,000 Stückaktien / non-par value shares
	 	 	 	 	 	 	 






	 	 	 	 	 	 	 

	Frankfurt      16.03.2010
	 	 	 		 	 
	 
	 	 	 	 	 	 
	Ort, Datum / Place, Date
	 	 	 	Daniel Christoph Jamin

Versammlungsleiter / Chairman	 	 





6









 





Exhibit 2.4(a)(ii) — Annex



Reference is made to Exhibit 2.4(a)(i) of the SPA.




 









 





Exhibit 2.4(a)(ii)




	 	 	 

	Von / from:
	 	Sovello AG
	 
	 	OT Thalheim
	 
	 	Sonnenallee 14-30
	 
	 	06766 Bittelfeld Wolfen
	 
	 	Germany
	 
	 	 
	 
	 	(im Folgenden: die
”Gesellschaft“ / in the following: the “Company”)
	 
	 	 
	An /to:
	 	Rolling Hills S.à r.l.
	 
	 	5, rue Eugène Ruppert
	 
	 	L-2453 Luxembourg
	 
	 	 
	 
	 	Q-Cells SE
	 
	 	OT Thalheim
	 
	 	Sonnenallee 17-21
	 
	 	06766 Bitterfeld-Wolfen
	 
	 	Germany
	 
	 	 
	 
	 	Evergreen Solar, Inc.
	 
	 	138 Bartlett Street
	 
	 	Marlboro, Massachusetts
	 
	 	01752 USA
	 
	 	 
	 
	 	Renewable Energy Corporation ASA
	 
	 	Kjørboveien 29
	 
	 	NO-1337 Svandvika
	 
	 	Norway






	 	 	 

	Zustimmung
zur Aktienübertragung
gemäβ § 5 Abs. 4 der Satzung
	 	Consent to transfer of shares pursuant
to section 5 (4) of the articles of
association
	 
	 	 
	Auf Grundlage des
Hauptversamm-lungsbeschlusses vom 16. März 2010,
der diesem Schreiben in Kopie als
Anlage beigefügt ist, erklärt die
Gesellschaft hiermit gemäβ § 5 Abs. 4
der Satzung ihre Zustimmung zur
Übertragung samtlicher durch Q-Cells
SE, Evergreen Solar, Inc. und
Renewable Energy Corporation ASA an
der Gesellschaft gehaltenen Aktien an
Rolling Hills S.à r.l. oder einen anderen
Erwerber.
	 	Based on the resolution of the
extraordinary general meeting dated
16 March 2010, which is attached to this
document as Annex, the Company hereby
declares its consent pursuant to
section 5 (4) of the articles of association
to the transfer of all shares in the Company
hold by Q-Cells SE, Evergreen Solar, Inc.
and Renewable Energy Corporation ASA
to Rolling Hills S.à r.l. or another
purchaser.






 









 







Sovello AG



	 	 	 	 	 	 	 

	 
	 	 	 		 	 
	Bitterfeld-Wolfen,     17.3.2010 

Ort, Datum / Place, Date

	 	 
	 	 

Name / name: (ILLEGIBLE)

 
Title
/ title: CEO
	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 		 	 
	Bitterfeld-Wolfen,     17.03.2010 

Ort, Datum / Place, Date

	 	 
	 	 

Name / name: Hans-Jörg Axmann

 
Title / title: CTO
	 	 






2









 





Exhibit 3.3



Good faith negotiation issues list for possible amendment of Silicon Supply Agreement:





	1.	 	Descripition of material (Chunk vs. Granular);
	 
	2.	 	Quality of material;
	 
	3.	 	Use of material by Sovello;
	 
	4.	 	Price;
	 
	5.	 	Payment Terms.





 









 





Exhibit 4.2(a)(xii)




	 	 	 

	From:

	 	Q-Cells SE
	 

	 	OT Thalheim
	 

	 	Sonnenallee 17-21
	 

	 	06766 Bitterfeld-Wolfen
	 

	 	Germany
	 
	 	 
	 

	 	Evergreen Solar, Inc.
	 

	 	138 Bartlett Street
	 

	 	Marlboro, Massachusetts
	 

	 	01752 USA
	 
	 	 
	 

	 	Renewable Energy Corporation ASA
	 

	 	Kjørboveien 29
	 

	 	NO-1337 Svandvika
	 

	 	Norway
	 
	 	 
	 

	 	(in the following “we” or “us”)
	 
	 	 
	To:

	 	Rolling Hills S.à r.l.
	 

	 	5, rue Eugène Ruppert
	 

	 	L-2453 Luxembourg
	 
	 	 
	 

	 	(in the following “Purchaser”)






Compliance Certificate



We refer to the share purchase agreement regarding all shares in Sovello AG, dated 22 March 2010,
between us and Purchaser (the “SPA”).



We hereby certify that as of the date hereof, we have fully performed and complied in all material
respects with all covenants and other agreements required to be performed or complied with by us
pursuant to the SPA prior to the Closing Date (other than, to the extent any such non-compliance is
capable of being cured, such non-compliance has been cured within ten days after receipt of written
notice from Purchaser of such non-compliance).




 









 





Q-Cells SE




	 	 	 	 	 

	 

Place, Date

	 	 

Name:
	 	 
	 

	 	Title:	 	 






Renewable Energy Corporation ASA




	 	 	 	 	 

	 

Place, Date

	 	 

Name:
	 	 
	 

	 	Title:	 	 






Evergreen Solar, Inc.




	 	 	 	 	 

	 

Place, Date

	 	 

Name:
	 	 
	 

	 	Title:	 	 






2









 





Exhibit 4.2(a)(xiii)




	 	 	 

	From:

	 	Rolling Hills S.à r.l.
	 

	 	5, rue Eugène Ruppert
	 

	 	L-2453 Luxembourg
	 
	 	 
	 

	 	(in the following “we” or “us”)
	 
	 	 
	To:

	 	Q-Cells SE
	 

	 	OT Thalheim
	 

	 	Sonnenallee 17-21
	 

	 	06766 Bitterfeld-Wolfen
	 

	 	Germany
	 
	 	 
	 

	 	Evergreen Solar, Inc.
	 

	 	138 Bartlett Street
	 

	 	Marlboro, Massachusetts
	 

	 	01752 USA
	 
	 	 
	 

	 	Renewable Energy Corporation ASA
	 

	 	Kjørboveien 29
	 

	 	NO-1337 Svandvika
	 

	 	Norway
	 
	 	 
	 

	 	(in the following “Sellers”)






Compliance Certificate



We refer to the share purchase agreement regarding all shares in Sovello AG, dated 22 March 2010,
between us and Purchaser (the “SPA”).



We hereby certify that as of the date hereof, we have fully performed and complied in all material
respects with all covenants and other agreements required to be performed or complied with by us
pursuant to the SPA prior to the Closing Date (other than, to the extent any such non-compliance is
capable of being cured, such non-compliance has been cured within ten days after receipt of written
notice from Sellers of such non-compliance).




 









 







Rolling Hills S.à r.l.




	 	 	 	 	 

	 

Place, Date

	 	 

Name:
	 	 
	 

	 	Title:	 	 






 









 





Exhibit 4.4(l)




	 	 	 

	Von / from:

	 	Q-Cells SE
	 

	 	OT Thalheim
	 

	 	Sonnenallee 17-21
	 

	 	06766 Bitterfeld-Wolfen
	 

	 	Germany
	 
	 	 
	 

	 	Evergreen Solar, Inc.
	 

	 	138 Bartlett Street
	 

	 	Marlboro, Massachusetts
	 

	 	01752 USA
	 
	 	 
	 

	 	Renewable Energy Corporation ASA
	 

	 	Kjørboveien 29
	 

	 	NO-1337 Svandvika
	 

	 	Norway
	 
	 	 
	 

	 	(in the following the “Sellers”, each of them a “Seller”)
	 
	 	 
	An / To:

	 	Sovello AG
	 

	 	OT Thalheim
	 

	 	Sonnenallee 14-30
	 

	 	06766 Bitterfeld-Wolfen
	 
	 	 
	 

	 	(in the following: the “Company”)






Waiver of Sellers’ Claims



Each of the Sellers hereby unconditionally and irrevocably waives





	1.	 	all its respective claims (whether existing or future and whether actual or contingent),
including payment claims, regarding the loan amount and any accrued interest up to the Closing
Date under the loans granted by the Sellers to the Company, including those as set out in
Exhibit A hereto, and






	2.	 	any other current claims (whether actual or contingent) against the Company, which are
outstanding at the date hereof, except for






	 	(i)	 	any current or future claims of Q-Cells SE arising from






	 	(aa)	 	the service contract regarding employment protection, plant security,
danger prevention, employment protection, health protection (Service Dienstvertrag
über Leistungen der Fachabteilung Environmental,




 









 






	 	 	 	Health & Safety (EH&S)) between
Q-Cells SE and the Company dated 1 January 2009,
	 
	 	(bb)	 	the staffing service contract regarding payroll accounting and
administration (Personaldienstleistungsvertrag) between Q-Cells SE and the Company
dated 16 June 2008,
	 
	 	(cc)	 	the framework IT services agreement (Rahmenvertrag IT) between
Q-Cells SE and the Company dated 1 January 2006,
	 
	 	(dd)	 	the agreement on maintenance and testing of respirators
(Wartungsvereinbarung Wartung und Überprüfung von Atemschutzgeräten) between
Q-Cells SE and the Company dated 1 October 2007, or
	 
	 	(ee)	 	any other supplies of goods and services delivered respectively
performed by Q-Cells, e.g. measurements for solar modules, as expressly ordered
and accepted by the Company either (x) on or after 8 March 2010 or (y) prior to 8
March 2010, provided that the aggregate liability of such claims in this lit. (y)
does not exceed an amount of EUR 100,000 in the aggregate, provided further that
in case the aggregate liability of such claims in this lit. (y) exceeds an amount
of EUR 100,000 in the aggregate Q-Cells and the Company shall enter into good
faith negotiations whether the exceeding claims shall be settled;






	 	(ii)	 	any payment claims of Q-Cells SE for which invoices have been issued up to 8
March 2010 in the aggregate amount of up to EUR 237,959.41, irrespective whether
relating to the agreements under paragraphs (i) (aa) to (ee) above or not, which shall
be settled by the Company according to the terms and conditions of the respective
agreements, but not earlier than at the Closing Date;
	 
	 	(iii)	 	any current or future warranty and indemnification claims of Evergreen Solar,
Inc. under the sales representative agreement dated 29 September 2006 (as amended from
time to time) between Evergreen Solar, Inc. and the Company,
	 
	 	(iv)	 	the claims of Evergreen Solar, Inc.






	 	(aa)	 	for royalties under the license agreements regarding the
Gemini-technology dated 29 September 2006 and regarding the Quad-technology dated
6 October 2008 up to the aggregate amount of EUR 3,737,026.99, plus accrued, but
unpaid interest thereon in the amount of EUR 127,229.51 and
	 
	 	(b)	 	regarding certain other services and supplies up to the aggregate
amount of USD 238,102.85, plus accrued, but unpaid interest thereon in the amount
of USD 60,426.73






	 	 	 	which shall be settled by the Company on the Closing Date,
	 
	 	(v)	 	any current or future claims of Evergreen Solar, Inc. under





2








 






	 	(a)	 	the New License Agreements between the Company and Evergreen Solar,
Inc.; and
	 
	 	(b)	 	the trade mark license agreement regarding String Ribbon in case such
agreement has or will be signed by the Company.




The respective aforementioned waivers shall constitute contributions into the capital reserves of
the Company.




Q-Cells SE




	 	 	 	 	 
	 
	 

Place, Date
	 	 

Name:	 	 
	 
	 	Title:	 	 
	 
	 
	 

Place, Date
	 	 

Name:	 	 
	 
	 	Title:	 	 






Renewable Energy Corporation ASA




	 	 	 	 	 
	 
	 

Place, Date
	 	 

Name:	 	 
	 
	 	Title:	 	 
	 
	 
	 

Place, Date
	 	 

Name:	 	 
	 
	 	Title:	 	 






3









 






Evergreen Solar, Inc.




	 	 	 	 	 
	 
	 

Place, Date

	 	 

Name:
	 	 
	 

	 	Title:	 	 
	 
	 
	 	 	 	 
	 

Place, Date

	 	 

Name:
	 	 
	 

	 	Title:	 	 






The Company agrees to the above described waivers:




Sovello AG




	 	 	 	 	 
	 
	 

Place, Date

	 	 

Name:
	 	 
	 

	 	Title:	 	 
	 
	 
	 	 	 	 
	 

Place, Date

	 	 

Name:
	 	 
	 

	 	Title:	 	 






4









 






Exhibit 4.4(l) — Exhibit A



Reference is made to Exhibit E of the SPA.





5












 





Exhibit 4.4(m)




Share Transfer Agreement




by and among




	1.	 	Rolling Hills S.à r.l., a limited liability company, registered with the registre de commerce
et des sociétés du grand-duché de Luxembourg under B149256,





(hereinafter referred to as “Purchaser”),





	2.	 	Q-Cells SE, a societas europaea, registered in the commercial register of the local court of
Stendal under HRB 8150,





(hereinafter referred to as “Seller 1” or a “Seller”),





	3.	 	Renewable Energy Corporation ASA, a public limited company incorporated under Norwegian law,
registered in Brønnøysund Register Centre under organization number 977258561,





(hereinafter referred to as “Seller 2” or a “Seller”),





	4.	 	Evergreen Solar, Inc., a Delaware corporation incorporated under Delaware law, registered in
the Delaware Division of Corporations under file number 2426798,





(hereinafter referred to as “Seller 3” or a “Seller” and together with Seller 1 and Seller 2
as “Sellers”)




(the Parties under no. 1. through 4. are hereinafter also jointly referred to
as the “Parties“)




dated [date] 2010




regarding the transfer of all shares in Sovello AG









 



2


PREAMBLE





	(A)	 	WHEREAS, Sellers are the owners of 100% of the shares in Sovello AG, registered in the
commercial register of Stendal under HRB 8253 (hereinafter referred to as the “Company”). The
Company has a registered share capital of EUR 480,000, divided into 480,000 registered shares
with no par value (auf den Namen lautende Stückaktien). 160,000 of the shares with the numbers
1 — 160.000 are owned by Seller 1 (the “Seller 1 Shares”), 160,000 of the shares with the
numbers 160.001 — 320.000 are owned by Seller 2 (the “Seller 2 Shares”), and 160,000 of the
shares with the numbers 320.001 — 480.000 are owned by Seller 3 (the “Seller 3 Shares”,
together with the Seller 1 Shares and the Seller 2 Shares the “Sold Shares”). The Seller 1
Shares are incorporated in the global share certificate (Sammelurkunde) no. 1, the Seller 2
Shares are incorporated in the global share certificate no. 2 and the Seller 3 Shares are
incorporated in the global share certificate (Sammelurkunde) no. 3 (together the “Share
Certificates” and each a “Share Certificate”). The Share Certificates are held in custody
(Verwahrung) for Sellers by Daniel Jamin, attorney at law at Heymann & Partner, Taunusanlage
1, 60329 in Frankfurt am Main, Germany (hereinafter referred to as “DJ”).
	 
	(B)	 	WHEREAS, Sellers have sold the Sold Shares to Purchaser pursuant to a share purchase
agreement regarding the sale and purchase of Sovello AG dated 22 March 2010 (the “SPA”). In
order to implement the Closing (as defined in the SPA), the Sellers intend to assign and
transfer the Sold Shares and the Share Certificates to the Purchaser and the Purchaser intends
to acquire the Sold Shares and the Share Certificates under this share transfer agreement (the
“Agreement”).




NOW, THEREFORE, the Parties hereby agree as follows:




§ 1




Transfer of Sold Shares, Endorsement




	1.1	 	Each of the Sellers has executed an unconditional written endorsement (unbedingtes
Indossament) to Purchaser on the back of its respective Share Certificate in order to transfer
its respective title in the Sold Shares to Purchaser.
	 
	1.2	 	Upon the terms and conditions of this Agreement each of the Sellers hereby transfers the
ownership (Einigung über den Übergang des Eigentums an der Urkunde) to the endorsed Share
Certificates as follows:











 



3



	 	(a)	 	Seller 1 transfers the Share Certificate no. 1 to Purchaser,
	 
	 	(b)	 	Seller 2 transfers the Share Certificate no. 2 to Purchaser,
	 
	 	(c)	 	Seller 3 transfers the Share Certificate no. 3 to Purchaser,






	 	 	and Purchaser herewith accepts the transfers of the Share Certificates.
	 
	1.3	 	As an alternative mode of transfer of title to the Sold Shares, and without prejudice to the
transfer of title to the Sold Shares in accordance with Section 1.1 and 1.2 above, each of the
Sellers hereby assigns its respective Sold Shares pursuant to sections 398, 413 of the German
Civil Code (BGB) to Purchaser:






	 	(a)	 	Seller 1 assigns the Seller 1 Shares to Purchaser,
	 
	 	(b)	 	Seller 2 assigns the Seller 2 Shares to Purchaser,
	 
	 	(c)	 	Seller 3 assigns the Seller 3 Shares to Purchaser,






	 	 	and Purchaser herewith accepts such assignments. It is understood by the Parties that, upon
the effectiveness of an assignment of Shares under this Section 1.3, ownership of the
respective Share Certificate shall transfer to the Purchaser and the Purchaser alone shall
be entitled to the possession of the respective Share Certificate (section 952 of the German
Civil Code).
	 
	1.4	 	The Sold Shares are assigned and transferred to Purchaser with all rights and obligations
pertaining thereto, including the right to receive all profits relating to the Sold Shares for
the current fiscal year beginning on January 1, 2010, and for prior fiscal years, which have
not been distributed to Sellers prior to the date hereof. Section 101 no. 2 of the German
Civil Code is hereby explicitly excluded.
	 
	1.5	 	The shareholders meeting (Hauptversammlung) of the Company has approved the transfer of the
Sold Shares by resolution dated 16 March 2010 and the Company has consented to the transfer of
the Sold Shares to Purchaser by consent declaration dated 17 March 2010.





Section 2




Transfer of Possession of the Share Certificates


Each of the Sellers is obliged to transfer the possession (Besitz) in its respective endorsed Share
Certificate to the Purchaser simultaneously (Zug um Zug) with the other actions referred to in
Section 4.4 of the SPA by way of DJ transferring direct possession (unmittelbarer Besitz) in the
Share Certificates to Purchaser or Purchaser’s representative. Purchaser shall accept such
deliveries and confirm receipt of the endorsed Share Certificates on the last page of this
Agreement.











 



4




Section 3




Notification, Share Register




	3.1	 	Immediately after execution of this Agreement and receipt of the endorsed Share Certificates
Purchaser shall notify the Company of the transfers and assignments of the Sold Shares for the
purposes of the deletion of the Sellers and the entering of the Purchaser in the share
register of the Company in accordance with Section 67 (3) of the German Stock Corporation Act
(AktG).
	 
	3.2	 	Purchaser is entitled after receipt of the Share Certificates to disclose to the Company a
copy of this Agreement as evidence of the transfer.





Section 4




Miscellaneous




	4.1	 	The Seller shall be liable hereunder as several debtors (Teilschuldner), not as joint and
several debtors (Gesamtschuldner).
	 
	4.2	 	The Sellers’ representations and warranties, the sale and purchase of the Sold Shares, the
respective purchase price, and any other rights and obligations of the Parties not explicitly
contained in this Agreement are exclusively (abschließend) governed by the SPA. Together with
the provisions of the SPA, this Agreement constitutes the full understanding of the Parties
and the complete and exclusive statements of the terms and conditions of the Parties’
agreements relating to the subject matter hereof and supersedes any and all prior agreements
and understandings, whether written or oral, that may exist between the Parties with respect
to the subject matter of this Agreement or parts thereof.
	 
	4.3	 	Sections 12 (Public Announcements, Disclosure, Confidentiality), 13.2 (Costs and Expenses),
13.4 lit. (b) (Amendments and Waivers), 13.5 (Assignments, Third Parties), 13.6 (Set-off and
Retention) 13.10 (Severability), 13.11 (Interpretation), 14.1 (Governing Law) and 14.2
(Jurisdiction) of the SPA shall apply mutatis mutandis to this Agreement.




[Place], this [day] day of [month] 2010











 



5




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 

	Rolling Hills S.à r.l.	 	 	 	Q-Cells SE
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 
	Name:

	 	 	 	 	 	Name:	 	 	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	 	 	 	 	 
	Position:

	 	 	 	 	 	Position:	 	 	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Renewable Energy Corporation ASA	 	 	 	Evergreen Solar, Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 
	Name:

	 	 	 	 	 	Name:	 	 	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	 	 	 	 	 
	Position:

	 	 	 	 	 	Position:	 	 	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	 	 	 	 	 





We hereby accept the endorsement of the Share Certificates and acknowledge the receipt of the
endorsed Share Certificates.




	 	 	 	 	 

	Rolling Hills S.à r.l.	 	 
	 
	 	 	 	 
	 	 	 
	 
	Name:
	 	 	 	 
	 

	 	 

	 	 
	Position:
	 	 	 	 
	 

	 	 

	 	 












 



6


Exhibit 5.2 (d) — Corporate



No applicable items










 



 



Exhibit 5.4




Financial Statements











 








			
	 	 	 
	Sovello AG, Bitterfeld-Wolfen 

Balance Sheet (IFRS) 

June 30, 2009
	 	






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	QU II	 	 	 	QU I	 	 	 	 	 	 	 	 	 	 	 	QU II	 	 	 	QU I	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	6/30/2009	 	 	 	3/31/2009	 	 	 	12/31/2008	 	 	 	 	 	6/30/2009	 	 	 	3/31/2009	 	 	 	12/31/2008	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	A.    Non Current Assets
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	A.    Capital and Reserves
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	A.I   Fixed assets
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	I.    Subscribed Capital
	 	 	 	480,000.00	 	 	 	 	480,000.00	 	 	 	 	480,000.00	 	 
	 	I.    Intangible Assets
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	II.   Additional paid in capital
	 	 	 	90,627,380.05	 	 	 	 	90,627,380.05	 	 	 	 	90,627,380.05	 	 
	 	1.   Software
	 	 	 	1,884,370.56	 	 	 	 	1,292,878.33	 	 	 	 	1,384,799.32	 	 	 	III.  Legal revenue reserve
	 	 	 	48,000.00	 	 	 	 	48,000.00	 	 	 	 	48,000.00	 	 
	 	2.   Prepayments
	 	 	 	47,185.44	 	 	 	 	734,958.72	 	 	 	 	693,181.63	 	 	 	IV.  Accumulated gains/losses brought forward
	 	 	 	17,524,452.68	 	 	 	 	17,524,452.68	 	 	 	 	188,022.00	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	1,931,556.00	 	 	 	 	2,027,837.05	 	 	 	 	2,077,980.95	 	 	 	V.   Other comprehensive income
	 	 	 	-741,313.07	 	 	 	 	-1,124,228.49	 	 	 	 	-883,518.94	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	II.   Property, Plant and Equipment
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	VI.  Net Result current year after legal reserve
	 	 	 	-15,084,668.93	 	 	 	 	-2,813,119.45	 	 	 	 	17,336,430.68	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	1.   Land and buildings
	 	 	 	75,668,266.31	 	 	 	 	76,039,521.95	 	 	 	 	75,060,413.79	 	 	 	 	 	 	 	92,853,850.73	 	 	 	 	104,742,484.79	 	 	 	 	107,796,313.79	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	2.   Buildings under construction
	 	 	 	0.00	 	 	 	 	0.00	 	 	 	 	0.00	 	 	 	B.   Special line item for investment subsidies
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	3.   Technical equipment and machinery
	 	 	 	116,049,734.14	 	 	 	 	109,033,991.27	 	 	 	 	105,539,294.45	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	4.   Other plant, factory and office equipment
	 	 	 	3,481,023.98	 	 	 	 	3,344,463.58	 	 	 	 	3,496,287.49	 	 	 	I.
   Investment subsidy Typ A ( tax free; “Zulage”)
	 	 	 	32,763,697.79	 	 	 	 	32,393,752.99	 	 	 	 	31,724,653.71	 	 
	 	5.   Assets under construction and prepayments
	 	 	 	82,233,004.35	 	 	 	 	83,925,527.36	 	 	 	 	74,619,927.44	 	 	 	II.
  Investment subsidy Typ B (taxable; “Zuschuss”)
	 	 	 	23,204,062.59	 	 	 	 	21,332,178.08	 	 	 	 	21,733,520.50	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	277,432,028.78	 	 	 	 	272,343,504.16	 	 	 	 	258,715,923.17	 	 	 	 	 	 	 	55,967,760.38	 	 	 	 	53,725,931.07	 	 	 	 	53,458,174.21	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	279,363,584.78	 	 	 	 	274,371,341.21	 	 	 	 	260,793,904.12	 	 	 	C.   Non Current Liabilities
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	A.II  Deferred Tax asset
	 	 	 	4,132,325.24	 	 	 	 	840,994.08	 	 	 	 	263,908.25	 	 	 	Financial liabilities long term
	 	 	 	164,586,865.41	 	 	 	 	156,123,798.42	 	 	 	 	175,456,755.44	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	A.III Non Current Prepayments
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	I.    Banks
	 	 	 	0.00	 	 	 	 	0.00	 	 	 	 	37,292,652.84	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	I.   Silicon prepayments REC and WACKER
	 	 	 	35,134,404.00	 	 	 	 	38,013,217.16	 	 	 	 	32,316,548.68	 	 	 	II.   Evergreen
	 	 	 	55,286,865.41	 	 	 	 	51,823,798.42	 	 	 	 	46,864,102.60	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	1.   Prepayment REC
	 	 	 	26,921,004.00	 	 	 	 	29,483,917.16	 	 	 	 	31,133,028.68	 	 	 	III.  Q-Cells
	 	 	 	54,650,000.00	 	 	 	 	54,650,000.00	 	 	 	 	45,650,000.00	 	 
	 	2.   Prepayment WACKER
	 	 	 	8,213,400.00	 	 	 	 	8,529,300.00	 	 	 	 	1,183,520.00	 	 	 	IV.  REC
	 	 	 	54,650,000.00	 	 	 	 	49,650,000.00	 	 	 	 	45,650,000.00	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	318,630,314.02	 	 	 	 	313,225,552.45	 	 	 	 	293,374,361.05	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	B.   Current Assets
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	D.   Deferred Tax liability
	 	 	 	0.00	 	 	 	 	268,079.60	 	 	 	 	605,618.59	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	I.   Inventories
	 	 	 	56,716,172.91	 	 	 	 	52,419,767.38	 	 	 	 	32,219,392.09	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	1.   Raw materials and supplies
	 	 	 	22,787,333.66	 	 	 	 	19,632,534.18	 	 	 	 	17,105,346.31	 	 	 	E.   Current Liabilities
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	2.   Unfinished Goods
	 	 	 	3,835,605.39	 	 	 	 	3,125,583.86	 	 	 	 	3,202,618.09	 	 	 	I.   Financial liabilities short term
	 	 	 	124,997,486.66	 	 	 	 	127,397,550.91	 	 	 	 	82,743,326.62	 	 
	 	3.   Finished Goods and Merchandises
	 	 	 	27,895,203.66	 	 	 	 	27,563,393.69	 	 	 	 	8,472,116.92	 	 	 	1.   Banks
	 	 	 	120,482,597.48	 	 	 	 	120,276,310.80	 	 	 	 	82,743,326.62	 	 
	 	4.   Spare Parts
	 	 	 	2,198,030.20	 	 	 	 	2,098,255.65	 	 	 	 	2,467,310.77	 	 	 	2.   Evergreen
	 	 	 	1,526,396.35	 	 	 	 	725,882.59	 	 	 	 	0.00	 	 
	 	5.   Payments in advance
	 	 	 	0.00	 	 	 	 	0.00	 	 	 	 	972,000.00	 	 	 	3.   Q-Cells
	 	 	 	1,510,496.42	 	 	 	 	5,699,345.43	 	 	 	 	0.00	 	 
	 	II.   Receivables — governmental subsidies
	 	 	 	41,622,926.58	 	 	 	 	39,772,210.46	 	 	 	 	37,731,202.71	 	 	 	4.   REC
	 	 	 	1,477,996.41	 	 	 	 	696,012.09	 	 	 	 	0.00	 	 
	 	III.  Receivables — Value added tax
	 	 	 	87,502.65	 	 	 	 	2,898,149.36	 	 	 	 	15,251,740.48	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	I  Trade receivables
	 	 	 	18,855,356.53	 	 	 	 	35,938,775.24	 	 	 	 	48,857,490.80	 	 	 	II.  Trade payables
	 	 	 	28,452,511.72	 	 	 	 	28,873,995.95	 	 	 	 	26,744,106.41	 	 
	 	1.   Evergreen
	 	 	 	12,946,799.71	 	 	 	 	29,002,641.22	 	 	 	 	46,850,150.47	 	 	 	1.   Third Parties
	 	 	 	25,796,268.59	 	 	 	 	27,555,697.67	 	 	 	 	24,735,394.08	 	 
	 	2.   Q-Cells
	 	 	 	3,337.47	 	 	 	 	0.00	 	 	 	 	0.00	 	 	 	2.   Evergreen
	 	 	 	2,257,928.32	 	 	 	 	405,249.50	 	 	 	 	1,342,912.48	 	 
	 	3.   REC
	 	 	 	0.00	 	 	 	 	0.00	 	 	 	 	0.00	 	 	 	3.   Q-Cells
	 	 	 	398,314.81	 	 	 	 	685,884.09	 	 	 	 	452,973.34	 	 
	 	4.   Third parties
	 	 	 	5,905,219.35	 	 	 	 	6,936,134.02	 	 	 	 	2,007,340.33	 	 	 	4.   REC / Companies
	 	 	 	0.00	 	 	 	 	227,164.69	 	 	 	 	212,826.51	 	 
	 	   Other Receivables derivatives (Interest rate swap/Forwards)
	 	 	 	1,514,095.26	 	 	 	 	992,893.08	 	 	 	 	2,600,596.29	 	 	 	III.  Payables - Value added tax
	 	 	 	0.00	 	 	 	 	0.00	 	 	 	 	0.00	 	 
	 	VI.  Receivable due to REC
	 	 	 	0.00	 	 	 	 	0.00	 	 	 	 	0.00	 	 	 	I  Warranty provision
	 	 	 	1,976,063.20	 	 	 	 	1,976,063.20	 	 	 	 	1,959,532.35	 	 
	 	VII. Other Assets
	 	 	 	1,261,074.62	 	 	 	 	747,520.47	 	 	 	 	185,671.56	 	 	 	   Tax Accrual
	 	 	 	3,391,437.48	 	 	 	 	3,602,707.48	 	 	 	 	3,602,707.48	 	 
	 	VIII. Prepaid expenses
	 	 	 	1,006,684.46	 	 	 	 	1,273,547.56	 	 	 	 	835,699.38	 	 	 	VI.   Other Accruals
	 	 	 	8,271,386.67	 	 	 	 	14,125,844.25	 	 	 	 	13,186,989.78	 	 
	 	IX.  Silicon prepayments REC and WACKER
	 	 	 	17,186,904.75	 	 	 	 	26,324,577.40	 	 	 	 	24,563,685.88	 	 	 	VII.  Other Liabilities derivatives (Interest rate swap/Forward)
	 	 	 	962,744.25	 	 	 	 	1,460,037.00	 	 	 	 	1,147,427.19	 	 
	 	1.   Prepayment REC
	 	 	 	16,282,944.75	 	 	 	 	25,396,317.40	 	 	 	 	23,747,205.88	 	 	 	VIII   Other liabilities
	 	 	 	353,853.09	 	 	 	 	651,148.53	 	 	 	 	443,624.57	 	 
	 	2.   Prepayment WACKER
	 	 	 	903,960.00	 	 	 	 	928,260.00	 	 	 	 	816,480.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	X.   Cash
	 	 	 	24,932,927.81	 	 	 	 	19,354,647.80	 	 	 	 	11,524,736.19	 	 	 	 	 	 	 	168,405,483.07	 	 	 	 	178,087,347.32	 	 	 	 	129,827,714.40	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	163,183,645.57	 	 	 	 	179,722,088.75	 	 	 	 	173,770,215.38	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	   481,813,959.59	 	 	 	 	   492,947,641.20	 	 	 	 	   467,144,576.43	 	 	 	 	 	 	 	   481,813,959.59	 	 	 	 	   492,947,641.20	 	 	 	 	   467,144,576.43	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0.00	 	 	 	 	0.00	 	 	 	 	0.00	 	 






 








 







	 	 	 

	Sovello AG, Bitterfeld-Wolfen

Income Statement (IFRS)

January 1, 2009 to June 30, 2009

	 	






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	QU II	 	 	QU I	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Ytd 2009	 	 	01.04. -	 	 	01.01. -	 	 	01.01. -	 
	 	 	 	 	 	 	 	30.06.2009	 	 	31.03.2009	 	 	31.12.2008	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	€	 	 	€	 	 	€	 	 	€	 
	 	  1. Revenues
	 	 	35,605,332.77	 	 	9,702,888.28	 	 	25,902,444.49	 	 	219,295,838.19	 
	 	  2. Other operating income
	 	 	5,901,836.89	 	 	2,770,647.77	 	 	3,131,189.12	 	 	8,153,372.88	 
	 	  3. Inventory Change in unfinished and finished goods
	 	 	19,965,791.78	 	 	951,549.24	 	 	19,014,242.54	 	 	3,951,545.26	 
	 	  4. Capitalized own work
	 	 	856,055.06	 	 	0.00	 	 	856,055.06	 	 	334,324.39	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	  5. Expenditure for raw materials and supplies/purchases
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	  a) Expenditure for raw materials, consumables and supplies
	 	 	-29,185,060.35	 	 	-5,638,791.70	 	 	-23,546,268.65	 	 	-99,154,038.38	 
	 	  b) Expenditure for purchased services
	 	 	-4,403,787.87	 	 	-1,594,591.03	 	 	-2,809,196.84	 	 	-10,853,775.91	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	-33,588,848.22	 	 	-7,233,382.73	 	 	-26,355,465.49	 	 	-110,007,814.29	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	  6. Payroll expenses
	 	 	94.3%	 	 	74.5%	 	 	101.7%	 	 	50.2%	 
	 	  a) Salaries and wages
	 	 	-16,030,828.92	 	 	-7,398,039.40	 	 	-8,632,789.52	 	 	-31,995,227.09	 
	 	  b) Social security
	 	 	-3,452,282.44	 	 	-1,723,549.64	 	 	-1,728,732.80	 	 	-5,839,421.75	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	-19,483,111.36	 	 	-9,121,589.04	 	 	-10,361,522.32	 	 	-37,834,648.84	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	54.7%	 	 	94.0%	 	 	40.0%	 	 	17.3%	 
	 	  7. Ordinary Depreciation and amortization of fixed assets
	 	 	-12,756,766.68	 	 	-6,601,692.99	 	 	-6,155,073.69	 	 	-22,250,032.68	 
	 	  8. Extraordinary Depreciation and amortization of fixed assets
	 	 	0.00	 	 	0.00	 	 	0.00	 	 	-127,466.57	 
	 	  9. Other operating expenses
	 	 	-9,583,103.63	 	 	-4,055,176.94	 	 	-5,527,926.69	 	 	-31,428,911.60	 
	 	10. Other interest and similar income
	 	 	48,306.03	 	 	21,868.35	 	 	26,437.68	 	 	866,642.60	 
	 	11. Interest and similar expenses
	 	 	-6,746,500.37	 	 	-3,743,547.17	 	 	-3,002,953.20	 	 	-11,794,437.51	 
	 	12. Income (expenses) resulting from derivatives
	 	 	174,289.63	 	 	1,354,952.66	 	 	-1,180,663.03	 	 	2,600,596.29	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	13. Net result before taxes
	 	 	-19,606,718.10	 	 	-15,953,482.57	 	 	-3,653,235.53	 	 	21,759,008.12	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	14. Other taxes
	 	 	-5,216.89	 	 	-2,608.41	 	 	-2,608.48	 	 	-10,433.60	 
	 	15. Income taxes
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	current portion
	 	 	10,753.41	 	 	10,753.41	 	 	0.00	 	 	-3,194,541.25	 
	 	deferred portion
	 	 	4,516,512.65	 	 	3,673,788.09	 	 	842,724.56	 	 	-1,169,602.59	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	16. Profit / Loss
	 	 	-15,084,668.93	 	 	-12,271,549.48	 	 	-2,813,119.45	 	 	17,384,430.68	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	0.00	 	 	 	 	 	 	 	 	0.00	 



















 









	 	 	 

	Sovello AG

Cash Flow Statement (IFRS)

January 1, 2009 to June 30, 2009

	 	






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	01.01. -	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Ytd 2009	 
	 	 	 	31.12.2008	 	 	 	 	Q1 2009	 	 	 	 	Q2 2009	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Net Income
	 	 	17,384,430.68	 	 	 	 	-2,813,119.45	 	 	 	 	-12,271,549.48	 	 	 	 	-15,084,668.93	 
	Deferred tax changes
	 	 	1,169,602.59	 	 	 	 	-842,724.56	 	 	 	 	-3,673,788.09	 	 	 	 	-4,516,512.65	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Income from Continuing Operations
	 	 	18,554,033.27	 	 	 	 	-3,655,844.01	 	 	 	 	-15,945,337.57	 	 	 	 	-19,601,181.58	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Changes in Operating Assets and Liabilities
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Depreciation
	 	 	22,377,499.25	 	 	 	 	6,155,073.69	 	 	 	 	6,601,692.99	 	 	 	 	12,756,766.68	 
	Release of investment subsidies
	 	 	-6,563,887.09	 	 	 	 	-1,773,250.89	 	 	 	 	-2,387,565.67	 	 	 	 	-4,160,816.56	 
	Other non-cash expense/income
	 	 	1,342,392.58	 	 	 	 	3,109,745.61	 	 	 	 	833,632.79	 	 	 	 	3,943,378.40	 
	Prepaid Expenses/Other assets
	 	 	-28,446,563.75	 	 	 	 	6,052,488.59	 	 	 	 	18,783,786.64	 	 	 	 	24,836,275.23	 
	Accounts payable & other liabilities
	 	 	-4,691,783.86	 	 	 	 	2,824,837.66	 	 	 	 	-11,997,759.27	 	 	 	 	-9,172,921.61	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Net Cash from Operating Activities
	 	 	2,571,690.40	 	 	 	 	12,713,050.65	 	 	 	 	-4,111,550.09	 	 	 	 	8,601,500.56	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Cash Flow from Investing Activities:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Cash inflow from the disposal of assets
	 	 	126.05	 	 	 	 	0.00	 	 	 	 	6,900.00	 	 	 	 	6,900.00	 
	Government subsidies received
	 	 	0.00	 	 	 	 	0.00	 	 	 	 	2,778,678.86	 	 	 	 	2,778,678.86	 
	Capital Spendings
	 	 	-92,798,096.79	 	 	 	 	-19,217,685.61	 	 	 	 	-7,007,884.31	 	 	 	 	-26,225,569.92	 
	Prepayment on Silicon
	 	 	7,090,353.68	 	 	 	 	-7,661,680.00	 	 	 	 	8,886,896.85	 	 	 	 	1,225,216.85	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Net Cash from Investing Activities
	 	 	-85,707,617.06	 	 	 	 	-26,879,365.61	 	 	 	 	4,664,591.40	 	 	 	 	-22,214,774.21	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Cash Flow from Financing Activities:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Cash Inflows from Loans and Time deposits
	 	 	87,821,710.02	 	 	 	 	21,996,226.57	 	 	 	 	10,025,238.70	 	 	 	 	32,021,465.27	 
	Equity issuance
	 	 	0.00	 	 	 	 	0.00	 	 	 	 	0.00	 	 	 	 	0.00	 
	Redemption of Loans and time deposits (Cash Outflows)
	 	 	-30,000,000.00	 	 	 	 	0.00	 	 	 	 	-5,000,000.00	 	 	 	 	-5,000,000.00	 
	Payment of financing fees
	 	 	-723,750.00	 	 	 	 	0.00	 	 	 	 	0.00	 	 	 	 	0.00	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Net Cash from Financing Activities
	 	 	57,097,960.02	 	 	 	 	21,996,226.57	 	 	 	 	5,025,238.70	 	 	 	 	27,021,465.27	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Net Increase (Decrease) in Cash & Equivalents
	 	 	-26,037,966.64	 	 	 	 	7,829,911.61	 	 	 	 	5,578,280.01	 	 	 	 	13,408,191.62	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Cash & Equivalents, at Beginning of Period
	 	 	37,562,702.83	 	 	 	 	11,524,736.19	 	 	 	 	19,354,647.80	 	 	 	 	11,524,736.19	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Cash & Equivalents, at End of Period
	 	 	11,524,736.19	 	 	 	 	19,354,647.80	 	 	 	 	24,932,927.81	 	 	 	 	24,932,927.81	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






 








 








Equity table (IFRS)

June 30, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 

	 
	 	from Oct 05	 	from Nov. 05      	 	from Dec. 19, 06	 	 	 	from Nov. 24, 2008	 	 	 	 	 	 	 	 	 	 		 
	ESLR
	 	75.1	 	64	 	1 / 3	 	 	 	Sovello AG	 	 	 	 	 	 	 	 	 	Sovello AG
	Q-Cells
	 	24.9	 	21	 	1 / 3	 	 	 	prior	 	 	 	 	 	 	 	 	 	 	 	 
	REC
	 	0	 	15	 	1 / 3	 	 	 	EverQ GmbH	 	 	 	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	subscribed capital	 	 	Additional paid in
capital	 	 	Revenue reserve	 	 	
unappropriated
retained earnings
brought

forward/cumulative
losses brought
forward (retained
 earnings)

	 	 	Other
comprehensive
income (OCI)	 	 	total	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	ESLR	 	 	REC	 	 	Q-Cells	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Sovello	 
	 	 	 	 	EUR	 	 	EUR	 	 	EUR	 	 	EUR	 	 	EUR	 	 	EUR	 	 	EUR	 	 	EUR	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	balance as at January 1, 2009
	 	 	160,000.00	 	 	160,000.00	 	 	160,000.00	 	 	90,627,380.05	 	 	48,000.00	 	 	17,524,452.68	 	 	-883,518.94	 	 	107,796,313.79	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Payments subscribed capital
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0.00	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Additional payments
	 	 	 	 	 	 	 	 	 	 	 	0.00	 	 	 	 	 	 	 	 	 	 	 	0.00	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	OCI-changes
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Interest rate swap (net of def. Tax)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	142,205.87	 	 	142,205.87	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Net income for the year
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	-15,084,668.93	 	 	 	 	 	-15,084,668.93	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Addition to revenue reserve
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0.00	 	 	0.00	 	 	 	 	 	0.00	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	balance as at reporting date
	 	 	160,000.00	 	 	160,000.00	 	 	160,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	480,000.00	 	 	 	 	 	90,627,380.05	 	 	48,000.00	 	 	2,439,783.75	 	 	-741,313.07	 	 	92,853,850.73	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






 











 





			
	Sovello AG, Bitterfeld-Wolfen

Balance Sheet (IFRS)

June 30, 2009
	 	






new reporting form




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 		 
	(In EUR)	 	 	QU II	 	 	 	QU I	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	6/30/2009	 	 	 	3/31/2009	 	 	 	12/31/2008	 	 
	 	 	 	 	 	 	 	 	 	 	 
	ASSETS
	 	 	 	 	 	 	 	 	 	 	 	 	 	 		 
	Non-current assets
	 	 	 	 	 	 	 	 	 	 	 	 	 	 		 
	Intangible assets
	 	 	 	1,931,556.00	 	 	 	 	2,027,837.05	 	 	 	 	2,077,980.95		 
	Property, plant and equipment
	 	 	 	277,432,028.78	 	 	 	 	272,343,504.16	 	 	 	 	258,715,923.17		 
	Advance payments
	 	 	 	35,134,404.00	 	 	 	 	38,013,217.16	 	 	 	 	32,316,548.68		 
	Deferred tax assets
	 	 	 	4,132,325.24	 	 	 	 	840,994.08	 	 	 	 	263,908.25		 
	Total
	 	 	 	318,630,314.02	 	 	 	 	313,225,552.45	 	 	 	 	293,374,361.05		 
	 	 	 	 	 	 	 	 	 	 	 
	Current assets
	 	 	 	 	 	 	 	 	 	 	 	 	 	 		 
	Inventories
	 	 	 	56,716,172.91	 	 	 	 	52,419,767.38	 	 	 	 	32,219,392.09		 
	Advance payments
	 	 	 	17,186,904.75	 	 	 	 	26,324,577.40	 	 	 	 	24,563,685.88		 
	Trade receivables
	 	 	 	18,855,356.53	 	 	 	 	35,938,775.24	 	 	 	 	48,857,490.80		 
	Other financial assets
	 	 	 	2,160,482.98	 	 	 	 	1,657,996.90	 	 	 	 	2,685,879.67		 
	Other assets
	 	 	 	43,331,800.59	 	 	 	 	44,026,324.03	 	 	 	 	53,919,030.75		 
	Cash and cash equivalents
	 	 	 	24,932,927.81	 	 	 	 	19,354,647.80	 	 	 	 	11,524,736.19		 
	Total
	 	 	 	163,183,645.57	 	 	 	 	179,722,088.75	 	 	 	 	173,770,215.38		 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 		 
	 	 	 	 	 	 	 	 	 	 	 
	Total Assets
	 	 	 	481,813,959.59	 	 	 	 	492,947,641.20	 	 	 	 	467,144,576.43		 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 		 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	6/30/2009	 	 	 	3/31/2009	 	 	 	12/31/2008		 
	 	 	 	 	 	 	 	 	 	 	 
	EQUITY AND LIABILITIES
	 	 	 	 	 	 	 	 	 	 	 	 	 	 		 
	Equity
	 	 	 	 	 	 	 	 	 	 	 	 	 	 		 
	Share capital
	 	 	 	480,000.00	 	 	 	 	480,000.00	 	 	 	 	480,000.00		 
	Capital reserves
	 	 	 	90,627,380.05	 	 	 	 	90,627,380.05	 	 	 	 	90,627,380.05		 
	Revenue Reserve
	 	 	 	48,000.00	 	 	 	 	48,000.00	 	 	 	 	48,000.00		 
	Accumulated other comprehensive income
	 	 	 	-741,313.07	 	 	 	 	-1,124,228.49	 	 	 	 	-883,518.94		 
	Retained earnings
	 	 	 	2,439,783.75	 	 	 	 	14,711,333.23	 	 	 	 	17,524,452.68		 
	Total
	 	 	 	92,853,850.73	 	 	 	 	104,742,484.79	 	 	 	 	107,796,313.79		 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 		 
	Non-current liabilities
	 	 	 	 	 	 	 	 	 	 	 	 	 	 		 
	Borrowings
	 	 	 	165,213,128.57	 	 	 	 	156,401,602.66	 	 	 	 	175,477,380.66		 
	Deferred federal and state investment grants
	 	 	 	47,175,760.38	 	 	 	 	45,228,931.07	 	 	 	 	45,370,928.50		 
	Other provisions
	 	 	 	1,392,595.56	 	 	 	 	1,323,300.47	 	 	 	 	1,224,429.73		 
	Other financial liabilities
	 	 	 	962,744.25	 	 	 	 	1,460,037.00	 	 	 	 	1,147,427.19		 
	Deferred tax liabilities
	 	 	 	0.00	 	 	 	 	268,079.60	 	 	 	 	605,618.59		 
	Other Liabilities
	 	 	 	76,500.00	 	 	 	 	76,500.00	 	 	 	 	76,500.00		 
	Total
	 	 	 	214,820,728.76	 	 	 	 	204,758,450.80	 	 	 	 	223,902,284.67		 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 		 
	Current liabilities
	 	 	 	 	 	 	 	 	 	 	 	 	 	 		 
	Borrowings
	 	 	 	124,508,744.25	 	 	 	 	127,386,957.74	 	 	 	 	83,574,566.58		 
	Trade payables
	 	 	 	31,513,717.11	 	 	 	 	36,523,303.95	 	 	 	 	34,030,092.82		 
	Deferred federal and state investment grants
	 	 	 	8,792,000.00	 	 	 	 	8,497,000.00	 	 	 	 	8,087,245.71		 
	Other provisions
	 	 	 	1,464,849.49	 	 	 	 	1,654,109.58	 	 	 	 	1,907,637.43		 
	Current income tax liabilities
	 	 	 	3,391,437.48	 	 	 	 	3,602,707.48	 	 	 	 	3,602,707.48		 
	Other liabilities
	 	 	 	4,468,631.77	 	 	 	 	5,782,626.86	 	 	 	 	4,243,727.95		 
	Total
	 	 	 	174,139,380.10	 	 	 	 	183,446,705.61	 	 	 	 	135,445,977.97		 
	 	 	 	 	 	 	 	 	 	 	 
	Total Liabilities
	 	 	 	388,960,108.86	 	 	 	 	388,205,156.41	 	 	 	 	359,348,262.64		 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 		 
	 	 	 	 	 	 	 	 	 	 	 
	Total Equity and Liabilities
	 	 	 	481,813,959.59	 	 	 	 	492,947,641.20	 	 	 	 	467,144,576.43		 
	 	 	 	 	 	 	 	 	 	 	 






 









 






			
	Sovello AG, Bitterfeld-Wolfen

Income Statement (IFRS)

January 1, 2009 to June 30, 2009
	 	






new reporting form




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(In EUR)	 	 	 	 	 	 	 	QU II	 	 	 	QU I	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	01.01. -	 	 	 	01.04. -	 	 	 	01.01. -	 	 	 	 	 	 	 	 	01.01. -	 	 
	 	 	 	30.06.2009	 	 	 	30.06.2009	 	 	 	31.03.2009	 	 	 	 	 	 	 	 	31.12.2008	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	€	 	 	 	€	 	 	 	€	 	 	 	 	 	 	 	 	€	 	 
	Revenues
	 	 	 	35,605,332.77	 	 	 	 	9,702,888.28	 	 	 	 	25,902,444.49	 	 	 	 	 	 	 	 	 	219,295,838.19	 	 
	Change in inventories of
finished goods and work in
progress
	 	 	 	19,965,791.78	 	 	 	 	951,549.24	 	 	 	 	19,014,242.54	 	 	 	 	 	 	 	 	 	3,951,545.26	 	 
	Own work capitalized
	 	 	 	856,055.06	 	 	 	 	0.00	 	 	 	 	856,055.06	 	 	 	 	 	 	 	 	 	334,324.39	 	 
	Other operating income
	 	 	 	5,901,836.89	 	 	 	 	2,770,647.77	 	 	 	 	3,131,189.12	 	 	 	 	 	 	 	 	 	10,753,969.17	 	 
	Cost of materials and services
	 	 	 	-33,588,848.22	 	 	 	 	-7,233,382.73	 	 	 	 	-26,355,465.49	 	 	 	 	 	 	 	 	 	-110,007,814.29	 	 
	Personnel expenses
	 	 	 	-19,483,111.36	 	 	 	 	-9,121,589.04	 	 	 	 	-10,361,522.32	 	 	 	 	 	 	 	 	 	-37,834,648.84	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Amortization, depreciation and
impairment of property, plant
and equipment and intangible
assets
	 	 	 	-12,756,766.68	 	 	 	 	-6,601,692.99	 	 	 	 	-6,155,073.69	 	 	 	 	 	 	 	 	 	-22,377,499.25	 	 
	Other operating expenses
	 	 	 	-9,414,030.89	 	 	 	 	-2,702,832.69	 	 	 	 	-6,711,198.20	 	 	 	 	 	 	 	 	 	-31,439,345.20	 	 
	Profit from operating activities
	 	 	 	-12,913,740.65	 	 	 	 	-12,234,412.16	 	 	 	 	-679,328.49	 	 	 	 	 	 	 	 	 	32,676,369.43	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Interest and similar income
	 	 	 	48,306.03	 	 	 	 	21,868.35	 	 	 	 	26,437.68	 	 	 	 	 	 	 	 	 	866,642.60	 	 
	Interest and similar expense
	 	 	 	-6,746,500.37	 	 	 	 	-3,743,547.17	 	 	 	 	-3,002,953.20	 	 	 	 	 	 	 	 	 	-11,794,437.51	 	 
	Profit/loss(-) before tax
	 	 	 	-19,611,934.99	 	 	 	 	-15,956,090.98	 	 	 	 	-3,655,844.01	 	 	 	 	 	 	 	 	 	21,748,574.52	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Income tax expense
	 	 	 	4,527,266.06	 	 	 	 	3,684,541.50	 	 	 	 	842,724.56	 	 	 	 	 	 	 	 	 	-4,364,143.84	 	 
	Profit/loss(-) after tax
	 	 	 	-15,084,668.93	 	 	 	 	-12,271,549.48	 	 	 	 	-2,813,119.45	 	 	 	 	 	 	 	 	 	17,384,430.68	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	0	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







 












 








			
	Sovello AG, Bitterfeld-Wolfen 

Balance Sheet (IFRS) 

September 30, 2009
	 	






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	QU III	 	 	 	QU II	 	 	 	QU I	 	 	 	 	 	 	 	 	 	 	 	QU III	 	 	 	QU II	 	 	 	QU I	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	9/30/2009	 	 	 	6/30/2009	 	 	 	3/31/2009	 	 	 	12/31/2008	 	 	 	 	 	 	9/30/2009	 	 	 	6/30/2009	 	 	 	3/31/2009	 	 	 	12/31/2008	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	A.    Non Current Assets
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	A.    Capital and Reserves	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	A.I   Fixed assets
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	I.   Subscribed Capital
	 	 	 	480,000.00	 	 	 	 	480,000.00	 	 	 	 	480,000.00	 	 	 	 	480,000.00	 	 
	 	I.   Intangible Assets
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	II.  Additional paid in capital
	 	 	 	90,627,380.05	 	 	 	 	90,627,380.05	 	 	 	 	90,627,380.05	 	 	 	 	90,627,380.05	 	 
	 	1.   Software
	 	 	 	1,727,555.46	 	 	 	 	1,884,370.56	 	 	 	 	1,292,878.33	 	 	 	 	1,384,799.32	 	 	 	III. Legal revenue reserve
	 	 	 	48,000.00	 	 	 	 	48,000.00	 	 	 	 	48,000.00	 	 	 	 	48,000.00	 	 
	 	2.   Prepayments
	 	 	 	47,185.44	 	 	 	 	47,185.44	 	 	 	 	734,958.72	 	 	 	 	693,181.63	 	 	 	IV. Accumulated gains/losses brought forward
	 	 	 	17,524,452.68	 	 	 	 	17,524,452.68	 	 	 	 	17,524,452.68	 	 	 	 	188,022.00	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	1,774,740.90	 	 	 	 	1,931,556.00	 	 	 	 	2,027,837.05	 	 	 	 	2,077,980.95	 	 	 	V.  Other comprehensive income
	 	 	 	-545,663.58	 	 	 	 	-741,313.07	 	 	 	 	-1,124,228.49	 	 	 	 	-883,518.94	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	II.    Property, Plant and Equipment
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	VI. Net Result current year after legal reserve
	 	 	 	-35,378,434.81	 	 	 	 	-15,084,668.93	 	 	 	 	-2,813,119.45	 	 	 	 	17,336,430.68	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	1.   Land and buildings
	 	 	 	75,136,510.63	 	 	 	 	75,668,266.31	 	 	 	 	76,039,521.95	 	 	 	 	75,060,413.79	 	 	 	 	 	 	 	72,755,734.34	 	 	 	 	92,853,850.73	 	 	 	 	104,742,484.79	 	 	 	 	107,796,313.79	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	2.   Buildings under construction
	 	 	 	0.00	 	 	 	 	0.00	 	 	 	 	0.00	 	 	 	 	0.00	 	 	 	B.    Special line item for investment subsidies
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	3.   Technical equipment and machinery
	 	 	 	150,021,059.98	 	 	 	 	116,049,734.14	 	 	 	 	109,033,991.27	 	 	 	 	105,539,294.45	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	4.   Other plant, factory and office equipment
	 	 	 	3,337,199.33	 	 	 	 	3,481,023.98	 	 	 	 	3,344,463.58	 	 	 	 	3,496,287.49	 	 	 	I.   Investment subsidy Typ A ( tax free; "Zulage")
	 	 	 	31,611,274.62	 	 	 	 	32,763,697.79	 	 	 	 	32,393,752.99	 	 	 	 	31,724,653.71	 	 
	 	5.   Assets under construction and prepayments
	 	 	 	43,720,949.94	 	 	 	 	82,233,004.35	 	 	 	 	83,925,527.36	 	 	 	 	74,619,927.44	 	 	 	II.  Investment subsidy Typ B (taxable; "Zuschuss")
	 	 	 	22,338,288.40	 	 	 	 	23,204,062.59	 	 	 	 	21,332,178.08	 	 	 	 	21,733,520.50	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	272,215,719.88	 	 	 	 	277,432,028.78	 	 	 	 	272,343,504.16	 	 	 	 	258,715,923.17	 	 	 	 	 	 	 	53,949,563.02	 	 	 	 	55,967,760.38	 	 	 	 	53,725,931.07	 	 	 	 	53,458,174.21	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	273,990,460.78	 	 	 	 	279,363,584.78	 	 	 	 	274,371,341.21	 	 	 	 	260,793,904.12	 	 	 	C.   Non Current Liabilities
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	A.II  Deferred Tax asset
	 	 	 	0.00	 	 	 	 	4,132,325.24	 	 	 	 	840,994.08	 	 	 	 	263,908.25	 	 	 	      Financial liabilities long term	 	 	 	0.00	 	 	 	 	164,586,865.41	 	 	 	 	156,123,798.42	 	 	 	 	175,456,755.44	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	A.III Non Current Prepayments
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	I.   Banks
	 	 	 	0.00	 	 	 	 	0.00	 	 	 	 	0.00	 	 	 	 	37,292,652.84	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	I.   Silicon prepayments REC and WACKER
	 	 	 	33,754,059.90	 	 	 	 	35,134,404.00	 	 	 	 	38,013,217.16	 	 	 	 	32,316,548.68	 	 	 	II.  Evergreen
	 	 	 	0.00	 	 	 	 	55,286,865.41	 	 	 	 	51,823,798.42	 	 	 	 	46,864,102.60	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	1.   Prepayment REC
	 	 	 	25,856,559.90	 	 	 	 	26,921,004.00	 	 	 	 	29,483,917.16	 	 	 	 	31,133,028.68	 	 	 	III. Q-Cells
	 	 	 	0.00	 	 	 	 	54,650,000.00	 	 	 	 	54,650,000.00	 	 	 	 	45,650,000.00	 	 
	 	2.   Prepayment WACKER
	 	 	 	7,897,500.00	 	 	 	 	8,213,400.00	 	 	 	 	8,529,300.00	 	 	 	 	1,183,520.00	 	 	 	IV. REC
	 	 	 	0.00	 	 	 	 	54,650,000.00	 	 	 	 	49,650,000.00	 	 	 	 	45,650,000.00	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	307,744,520.68	 	 	 	 	318,630,314.02	 	 	 	 	313,225,552.45	 	 	 	 	293,374,361.05	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	B.   Current Assets
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	D.   Deferred Tax liability	 	 	 	344,272.72	 	 	 	 	0.00	 	 	 	 	268,079.60	 	 	 	 	605,618.59	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	I.   Inventories
	 	 	 	49,556,879.23	 	 	 	 	56,716,172.91	 	 	 	 	52,419,767.38	 	 	 	 	32,219,392.09	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	1.   Raw materials and supplies
	 	 	 	21,714,722.23	 	 	 	 	22,787,333.66	 	 	 	 	19,632,534.18	 	 	 	 	17,105,346.31	 	 	 	E.   Current Liabilities	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	2.   Unfinished Goods
	 	 	 	7,586,113.76	 	 	 	 	3,835,605.39	 	 	 	 	3,125,583.86	 	 	 	 	3,202,618.09	 	 	 	I.   Financial liabilities short term
	 	 	 	263,846,237.03	 	 	 	 	124,997,486.66	 	 	 	 	127,397,550.91	 	 	 	 	82,743,326.62	 	 
	 	3.   Finished Goods and Merchandises
	 	 	 	18,079,552.73	 	 	 	 	27,895,203.66	 	 	 	 	27,563,393.69	 	 	 	 	8,472,116.92	 	 	 	1.   Banks
	 	 	 	93,286,132.71	 	 	 	 	120,482,597.48	 	 	 	 	120,276,310.80	 	 	 	 	82,743,326.62	 	 
	 	4.   Spare Parts
	 	 	 	2,176,490.51	 	 	 	 	2,198,030.20	 	 	 	 	2,098,255.65	 	 	 	 	2,467,310.77	 	 	 	2.   Evergreen
	 	 	 	56,651,253.95	 	 	 	 	1,526,396.35	 	 	 	 	725,882.59	 	 	 	 	0.00	 	 
	 	5.   Payments in advance
	 	 	 	0.00	 	 	 	 	0.00	 	 	 	 	0.00	 	 	 	 	972,000.00	 	 	 	3.   Q-Cells
	 	 	 	56,970,675.19	 	 	 	 	1,510,496.42	 	 	 	 	5,699,345.43	 	 	 	 	0.00	 	 
	 	II.  Receivables — governmental subsidies
	 	 	 	14,064,322.14	 	 	 	 	41,622,926.58	 	 	 	 	39,772,210.46	 	 	 	 	37,731,202.71	 	 	 	4.   REC
	 	 	 	56,938,175.18	 	 	 	 	1,477,996.41	 	 	 	 	696,012.09	 	 	 	 	0.00	 	 
	 	III.   Receivables — Value added tax
	 	 	 	3,474.94	 	 	 	 	87,502.65	 	 	 	 	2,898,149.36	 	 	 	 	15,251,740.48	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	IV.   Trade receivables
	 	 	 	16,578,620.62	 	 	 	 	18,855,356.53	 	 	 	 	35,938,775.24	 	 	 	 	48,857,490.80	 	 	 	II.  Trade payables
	 	 	 	23,180,358.98	 	 	 	 	28,452,511.72	 	 	 	 	28,873,995.95	 	 	 	 	26,744,106.41	 	 
	 	1.   Evergreen
	 	 	 	3,686,377.45	 	 	 	 	12,946,799.71	 	 	 	 	29,002,641.22	 	 	 	 	46,850,150.47	 	 	 	1.   Third Parties
	 	 	 	22,151,033.88	 	 	 	 	25,796,268.59	 	 	 	 	27,555,697.67	 	 	 	 	24,735,394.08	 	 
	 	2.   Q-Cells
	 	 	 	4,950.63	 	 	 	 	3,337.47	 	 	 	 	0.00	 	 	 	 	0.00	 	 	 	2.   Evergreen
	 	 	 	679,268.05	 	 	 	 	2,257,928.32	 	 	 	 	405,249.50	 	 	 	 	1,342,912.48	 	 
	 	3.   REC
	 	 	 	0.00	 	 	 	 	0.00	 	 	 	 	0.00	 	 	 	 	0.00	 	 	 	3.   Q-Cells
	 	 	 	350,057.05	 	 	 	 	398,314.81	 	 	 	 	685,884.09	 	 	 	 	452,973.34	 	 
	 	4.   Third parties
	 	 	 	12,887,292.54	 	 	 	 	5,905,219.35	 	 	 	 	6,936,134.02	 	 	 	 	2,007,340.33	 	 	 	4.   REC / Companies
	 	 	 	0.00	 	 	 	 	0.00	 	 	 	 	227,164.69	 	 	 	 	212,826.51	 	 
	 	V.  Other Receivables derivatives (Interest rate swap/Forwards)
	 	 	 	1,069,456.18	 	 	 	 	1,514,095.26	 	 	 	 	992,893.08	 	 	 	 	2,600,596.29	 	 	 	III.    Notes Payable
	 	 	 	3,505,500.81	 	 	 	 	0.00	 	 	 	 	0.00	 	 	 	 	0.00	 	 
	 	VI. Receivable due to REC
	 	 	 	0.00	 	 	 	 	0.00	 	 	 	 	0.00	 	 	 	 	0.00	 	 	 	IV.  Payables - Value added tax
	 	 	 	0.00	 	 	 	 	0.00	 	 	 	 	0.00	 	 	 	 	0.00	 	 
	 	VII.  Other Assets
	 	 	 	695,357.94	 	 	 	 	1,261,074.62	 	 	 	 	747,520.47	 	 	 	 	185,671.56	 	 	 	V.   Warranty provision
	 	 	 	1,976,063.20	 	 	 	 	1,976,063.20	 	 	 	 	1,976,063.20	 	 	 	 	1,959,532.35	 	 
	 	VIII  Prepaid expenses
	 	 	 	684,821.91	 	 	 	 	1,006,684.46	 	 	 	 	1,273,547.56	 	 	 	 	835,699.38	 	 	 	VI.   Tax Accrual
	 	 	 	3,391,437.48	 	 	 	 	3,391,437.48	 	 	 	 	3,602,707.48	 	 	 	 	3,602,707.48	 	 
	 	IX.  Silicon prepayments REC and WACKER
	 	 	 	12,058,401.96	 	 	 	 	17,186,904.75	 	 	 	 	26,324,577.40	 	 	 	 	24,563,685.88	 	 	 	VII.  Other Accruals
	 	 	 	9,362,079.73	 	 	 	 	8,271,386.67	 	 	 	 	14,125,844.25	 	 	 	 	13,186,989.78	 	 
	 	1.   Prepayment REC
	 	 	 	10,906,581.96	 	 	 	 	16,282,944.75	 	 	 	 	25,396,317.40	 	 	 	 	23,747,205.88	 	 	 	VIII   Other Liabilities derivatives (Interest rate swap/Forward)
	 	 	 	708,654.00	 	 	 	 	962,744.25	 	 	 	 	1,460,037.00	 	 	 	 	1,147,427.19	 	 
	 	2.   Prepayment WACKER
	 	 	 	1,151,820.00	 	 	 	 	903,960.00	 	 	 	 	928,260.00	 	 	 	 	816,480.00	 	 	 	IX.   Other liabilities
	 	 	 	357,847.27	 	 	 	 	353,853.09	 	 	 	 	651,148.53	 	 	 	 	443,624.57	 	 
	 	X.   Cash
	 	 	 	30,921,892.98	 	 	 	 	24,932,927.81	 	 	 	 	19,354,647.80	 	 	 	 	11,524,736.19	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	306,328,178.50	 	 	 	 	168,405,483.07	 	 	 	 	178,087,347.32	 	 	 	 	129,827,714.40	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	125,633,227.90	 	 	 	 	163,183,645.57	 	 	 	 	179,722,088.75	 	 	 	 	173,770,215.38	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	433,377,748.58	 	 	 	 	481,813,959.59	 	 	 	 	492,947,641.20	 	 	 	 	467,144,576.43	 	 	 	 	 	 	 	433,377,748.58	 	 	 	 	481,813,959.59	 	 	 	 	492,947,641.20	 	 	 	 	467,144,576.43	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0.00	 	 	 	 	0.00	 	 	 	 	0.00	 	 	 	 	0.00	 	 












 









 










			
	 	 	 
	Sovello AG, Bitterfeld-Wolfen 

Income Statement (IFRS) 

January 1, 2009 to September 30, 2009
	 	






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	QU III	 	 	 	Sept 2009	 	 	 	August 2009	 	 	 	July 2009	 	 	 	QU II	 	 	 	QU I	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Ytd 2009	 	 	 	01.07. -	 	 	 	01.09. -	 	 	 	01.08. -	 	 	 	01.07. -	 	 	 	01.04. -	 	 	 	01.01. -	 	 	 	01.01. -	 	 
	 	 	 	 	 	 	 	 	 	30.09.2009	 	 	 	30.09.2009	 	 	 	31.08.2009	 	 	 	31.07.2009	 	 	 	30.06.2009	 	 	 	31.03.2009	 	 	 	31.12.2008	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	€	 	 	 	€	 	 	 	€	 	 	 	€	 	 	 	€	 	 	 	€	 	 	 	€	 	 	 	€	 	 
	 	  1. Revenues
	 	 	 	65,741,313.72	 	 	 	 	30,135,980.95	 	 	 	 	12,918,300.99	 	 	 	 	9,821,920.65	 	 	 	 	7,395,759.31	 	 	 	 	9,702,888.28	 	 	 	 	25,902,444.49	 	 	 	 	219,295,838.19	 	 
	 	  2. Other operating income
	 	 	 	9,382,091.27	 	 	 	 	3,480,254.38	 	 	 	 	1,372,611.77	 	 	 	 	1,458,234.99	 	 	 	 	649,407.62	 	 	 	 	2,770,647.77	 	 	 	 	3,131,189.12	 	 	 	 	8,153,372.88	 	 
	 	  3. Inventory Change in unfinished and finished goods
	 	 	 	13,840,103.32	 	 	 	 	-6,125,688.46	 	 	 	 	-2,365,292.02	 	 	 	 	-1,913,423.55	 	 	 	 	-1,846,972.89	 	 	 	 	951,549.24	 	 	 	 	19,014,242.54	 	 	 	 	3,951,545.26	 	 
	 	  4. Capitalized own work
	 	 	 	856,055.06	 	 	 	 	0.00	 	 	 	 	0.00	 	 	 	 	0.00	 	 	 	 	0.00	 	 	 	 	0.00	 	 	 	 	856,055.06	 	 	 	 	334,324.39	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	  5. Expenditure for raw materials and supplies/purchases
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	a) Expenditure for raw materials, consumables and supplies
	 	 	 	-44,410,734.17	 	 	 	 	-15,225,673.82	 	 	 	 	-6,427,201.57	 	 	 	 	-5,342,295.24	 	 	 	 	-3,456,177.01	 	 	 	 	-5,638,791.70	 	 	 	 	-23,546,268.65	 	 	 	 	-99,154,038.38	 	 
	 	b) Expenditure for purchased services
	 	 	 	-6,602,691.01	 	 	 	 	-2,198,903.14	 	 	 	 	-865,483.45	 	 	 	 	-695,804.09	 	 	 	 	-637,615.60	 	 	 	 	-1,594,591.03	 	 	 	 	-2,809,196.84	 	 	 	 	-10,853,775.91	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	-51,013,425.18	 	 	 	 	-17,424,576.96	 	 	 	 	-7,292,685.02	 	 	 	 	-6,038,099.33	 	 	 	 	-4,093,792.61	 	 	 	 	-7,233,382.73	 	 	 	 	-26,355,465.49	 	 	 	 	-110,007,814.29	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	  6. Payroll expenses
	 	 	 	77.6%		 	 	 	57.8%		 	 	 	56.5%		 	 	 	61.5%		 	 	 	55.4%		 	 	 	74.5%		 	 	 	101.7%		 	 	 	50.2%		 
	 	a) Salaries and wages
	 	 	 	-23,508,879.73	 	 	 	 	-7,478,050.81	 	 	 	 	-2,763,729.87	 	 	 	 	-2,427,076.34	 	 	 	 	-2,287,244.60	 	 	 	 	-7,398,039.40	 	 	 	 	-8,632,789.52	 	 	 	 	-31,995,227.09	 	 
	 	b) Social security
	 	 	 	-4,805,164.02	 	 	 	 	-1,352,881.58	 	 	 	 	-533,988.49	 	 	 	 	-289,229.15	 	 	 	 	-529,663.94	 	 	 	 	-1,723,549.64	 	 	 	 	-1,728,732.80	 	 	 	 	-5,839,421.75	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	-28,314,043.75	 	 	 	 	-8,830,932.39	 	 	 	 	-3,297,718.36	 	 	 	 	-2,716,305.49	 	 	 	 	-2,816,908.54	 	 	 	 	-9,121,589.04	 	 	 	 	-10,361,522.32	 	 	 	 	-37,834,648.84	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	43.1%		 	 	 	29.3%		 	 	 	25.5%		 	 	 	27.7%		 	 	 	38.1%		 	 	 	94.0%		 	 	 	40.0%		 	 	 	17.3%		 
	 	  7. Ordinary Depreciation and amortization of fixed assets
	 	 	 	-20,526,517.44	 	 	 	 	-7,769,750.76	 	 	 	 	-2,732,516.46	 	 	 	 	-2,533,969.94	 	 	 	 	-2,503,264.36	 	 	 	 	-6,601,692.99	 	 	 	 	-6,155,073.69	 	 	 	 	-22,250,032.68	 	 
	 	  8. Extraordinary Depreciation and amortization of fixed assets
	 	 	 	0.00	 	 	 	 	0.00	 	 	 	 	0.00	 	 	 	 	0.00	 	 	 	 	0.00	 	 	 	 	0.00	 	 	 	 	0.00	 	 	 	 	-127,466.57	 	 
	 	  9. Other operating expenses
	 	 	 	-15,406,802.99	 	 	 	 	-5,823,699.36	 	 	 	 	-2,144,723.93	 	 	 	 	-1,872,321.50	 	 	 	 	-1,806,653.93	 	 	 	 	-4,055,176.94	 	 	 	 	-5,527,926.69	 	 	 	 	-31,428,911.60	 	 
	 	10. Other interest and similar income
	 	 	 	57,018.19	 	 	 	 	8,712.16	 	 	 	 	3,556.46	 	 	 	 	2,262.77	 	 	 	 	2,892.93	 	 	 	 	21,868.35	 	 	 	 	26,437.68	 	 	 	 	866,642.60	 	 
	 	11. Interest and similar expenses
	 	 	 	-10,742,660.00	 	 	 	 	-3,996,159.63	 	 	 	 	-1,262,530.69	 	 	 	 	-1,293,884.22	 	 	 	 	-1,439,744.72	 	 	 	 	-3,743,547.17	 	 	 	 	-3,002,953.20	 	 	 	 	-11,794,437.51	 	 
	 	12. Income (expenses) resulting from derivatives
	 	 	 	650,071.32	 	 	 	 	475,781.69	 	 	 	 	328,884.83	 	 	 	 	137,729.58	 	 	 	 	9,167.28	 	 	 	 	1,354,952.66	 	 	 	 	-1,180,663.03	 	 	 	 	2,600,596.29	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	13. Net result before taxes
	 	 	 	-35,476,796.48	 	 	 	 	-15,870,078.38	 	 	 	 	-4,472,112.43	 	 	 	 	-4,947,856.04	 	 	 	 	-6,450,109.91	 	 	 	 	-15,953,482.57	 	 	 	 	-3,653,235.53	 	 	 	 	21,759,008.12	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	14. Other taxes
	 	 	 	-10,747.19	 	 	 	 	-5,530.30	 	 	 	 	-3,791.36	 	 	 	 	-869.47	 	 	 	 	-869.47	 	 	 	 	-2,608.41	 	 	 	 	-2,608.48	 	 	 	 	-10,433.60	 	 
	 	15. Income taxes
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	current portion
	 	 	 	10,753.41	 	 	 	 	0.00	 	 	 	 	0.00	 	 	 	 	0.00	 	 	 	 	0.00	 	 	 	 	10,753.41	 	 	 	 	0.00	 	 	 	 	-3,194,541.25	 	 
	 	deferred portion
	 	 	 	98,355.45	 	 	 	 	-4,418,157.20	 	 	 	 	-4,332,794.09	 	 	 	 	-80,789.97	 	 	 	 	-4,573.14	 	 	 	 	3,673,788.09	 	 	 	 	842,724.56	 	 	 	 	-1,169,602.59	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	16. Profit / Loss
	 	 	 	-35,378,434.81	 	 	 	 	-20,293,765.88	 	 	 	 	-8,808,697.88	 	 	 	 	-5,029,515.48	 	 	 	 	-6,455,552.52	 	 	 	 	-12,271,549.48	 	 	 	 	-2,813,119.45	 	 	 	 	17,384,430.68	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	0.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0.00	 	 







 











 













	 	 	 

	Sovello AG

Cash Flow Statement (IFRS)

January 1, 2009 to September 30, 2009

	 	






    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
             	 	 	 	 	 	 	 	 	 	 
	 	 	 	01.01. -	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Ytd 2009	 	 
	 	 	 	31.12.2008	 	 	 	 	Q1 2009	 	 	 	 	Q2 2009	 	 	 	Jul-09	 	 	Aug-09	 	 	Sep-09	 	 	 	Q3 2009	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
             	 	 	 	 	 	 	 	 	 	 
	
           

        	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          Net Income

        	 	 	 	17,384,430.68	 	 	 	 	 	-2,813,119.45	 	 	 	 	 	-12,271,549.48	 	 	 	 	-6,455,552.52	 	 	 	-5,029,515.48	 	 	 	-8,808,697.88	 	 	 	 	-20,293,765.88	 	 	 	 	 	-35,378,434.81	 	 
	
          Deferred tax changes

        	 	 	 	1,169,602.59	 	 	 	 	 	-842,724.56	 	 	 	 	 	-3,673,788.09	 	 	 	 	4,573.14	 	 	 	80,789.97	 	 	 	4,332,794.09	 	 	 	 	4,418,157.20	 	 	 	 	 	-98,355.45	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          Income from Continuing
            Operations

        	 	 	 	18,554,033.27	 	 	 	 	 	-3,655,844.01	 	 	 	 	 	-15,945,337.57	 	 	 	 	-6,450,979.38	 	 	 	-4,948,725.51	 	 	 	-4,475,903.79	 	 	 	 	-15,875,608.68	 	 	 	 	 	-35,476,790.26	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
           

        	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          Changes in Operating
            Assets and Liabilities

        	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          Depreciation

        	 	 	 	22,377,499.25	 	 	 	 	 	6,155,073.69	 	 	 	 	 	6,601,692.99	 	 	 	 	2,503,264.36	 	 	 	2,533,969.94	 	 	 	2,732,516.46	 	 	 	 	7,769,750.76	 	 	 	 	 	20,526,517.44	 	 
	
          Release of investment
            subsidies

        	 	 	 	-6,563,887.09	 	 	 	 	 	-1,773,250.89	 	 	 	 	 	-2,387,565.67	 	 	 	 	-620,644.23	 	 	 	-635,549.07	 	 	 	-646,381.41	 	 	 	 	-1,902,574.71	 	 	 	 	 	-6,063,391.27	 	 
	
          Other non-cash expense/income

        	 	 	 	1,342,392.58	 	 	 	 	 	3,109,745.61	 	 	 	 	 	833,632.79	 	 	 	 	791,253.83	 	 	 	336,831.16	 	 	 	926,334.27	 	 	 	 	2,054,419.26	 	 	 	 	 	5,997,797.66	 	 
	
          Prepaid Expenses/Other
            assets

        	 	 	 	-28,446,563.75	 	 	 	 	 	6,052,488.59	 	 	 	 	 	18,783,786.64	 	 	 	 	6,337,996.69	 	 	 	7,536,211.91	 	 	 	2,494,051.25	 	 	 	 	16,368,259.85	 	 	 	 	 	41,204,535.08	 	 
	
          Accounts payable &
            other liabilities

        	 	 	 	-4,691,783.86	 	 	 	 	 	2,824,837.66	 	 	 	 	 	-11,997,759.27	 	 	 	 	1,844,271.74	 	 	 	-411,159.93	 	 	 	1,157,046.92	 	 	 	 	2,590,158.73	 	 	 	 	 	-6,582,762.88	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          Net Cash from Operating
            Activities

        	 	 	 	2,571,690.40	 	 	 	 	 	12,713,050.65	 	 	 	 	 	-4,111,550.09	 	 	 	 	4,405,163.01	 	 	 	4,411,578.50	 	 	 	2,187,663.70	 	 	 	 	11,004,405.21	 	 	 	 	 	19,605,905.77	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
           

        	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          Cash Flow from Investing
            Activities:

        	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          Cash inflow from the
            disposal of assets

        	 	 	 	126.05	 	 	 	 	 	0.00	 	 	 	 	 	6,900.00	 	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	 	0.00	 	 	 	 	 	6,900.00	 	 
	
          Government subsidies
            received

        	 	 	 	0.00	 	 	 	 	 	0.00	 	 	 	 	 	2,778,678.86	 	 	 	 	27,442,981.79	 	 	 	0.00	 	 	 	0.00	 	 	 	 	27,442,981.79	 	 	 	 	 	30,221,660.65	 	 
	
          Capital Spendings

        	 	 	 	-92,798,096.79	 	 	 	 	 	-19,217,685.61	 	 	 	 	 	-7,007,884.31	 	 	 	 	-1,851,966.97	 	 	 	-1,195,502.66	 	 	 	-2,042,341.49	 	 	 	 	-5,089,811.12	 	 	 	 	 	-31,315,381.04	 	 
	
          Prepayment on Silicon

        	 	 	 	7,090,353.68	 	 	 	 	 	-7,661,680.00	 	 	 	 	 	8,886,896.85	 	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	 	0.00	 	 	 	 	 	1,225,216.85	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          Net Cash from Investing
            Activities

        	 	 	 	-85,707,617.06	 	 	 	 	 	-26,879,365.61	 	 	 	 	 	4,664,591.40	 	 	 	 	25,591,014.82	 	 	 	-1,195,502.66	 	 	 	-2,042,341.49	 	 	 	 	22,353,170.67	 	 	 	 	 	138,396.46	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
           

        	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          Cash Flow from Financing
            Activities:

        	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          Cash Inflows from Loans
            and Time deposits

        	 	 	 	87,821,710.02	 	 	 	 	 	21,996,226.57	 	 	 	 	 	10,025,238.70	 	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	 	0.00	 	 	 	 	 	32,021,465.27	 	 
	
          Equity issuance

        	 	 	 	0.00	 	 	 	 	 	0.00	 	 	 	 	 	0.00	 	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	 	0.00	 	 	 	 	 	0.00	 	 
	
          Redemption of Loans
            and time deposits (Cash Outflows)

        	 	 	 	-30,000,000.00	 	 	 	 	 	0.00	 	 	 	 	 	-5,000,000.00	 	 	 	 	-27,368,610.71	 	 	 	0.00	 	 	 	0.00	 	 	 	 	-27,368,610.71	 	 	 	 	 	-32,368,610.71	 	 
	
          Payment of financing
            fees

        	 	 	 	-723,750.00	 	 	 	 	 	0.00	 	 	 	 	 	0.00	 	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	 	0.00	 	 	 	 	 	0.00	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          Net Cash from Financing
            Activities

        	 	 	 	57,097,960.02	 	 	 	 	 	21,996,226.57	 	 	 	 	 	5,025,238.70	 	 	 	 	-27,368,610.71	 	 	 	0.00	 	 	 	0.00	 	 	 	 	-27,368,610.71	 	 	 	 	 	-347,145.44	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
           

        	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          Net Increase (Decrease)
            in Cash & Equivalents

        	 	 	 	-26,037,966.64	 	 	 	 	 	7,829,911.61	 	 	 	 	 	5,578,280.01	 	 	 	 	2,627,567.12	 	 	 	3,216,075.84	 	 	 	145,322.21	 	 	 	 	5,988,965.17	 	 	 	 	 	19,397,156.79	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
           

        	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          Cash & Equivalents,
            at Beginning of Period

        	 	 	 	37,562,702.83	 	 	 	 	 	11,524,736.19	 	 	 	 	 	19,354,647.80	 	 	 	 	24,932,927.81	 	 	 	27,560,494.93	 	 	 	30,776,570.77	 	 	 	 	24,932,927.81	 	 	 	 	 	11,524,736.19	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
             	 	 	 	 	 	 	 	 	 	 
	
           

        	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
          Cash & Equivalents,
            at End of Period

        	 	 	 	11,524,736.19	 	 	 	 	 	19,354,647.80	 	 	 	 	 	24,932,927.81	 	 	 	 	27,560,494.93	 	 	 	30,776,570.77	 	 	 	30,921,892.98	 	 	 	 	30,921,892.98	 	 	 	 	 	30,921,892.98	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
             	 	 	 	 	 	 	 	 	 	 



















 








Equity table (IFRS)

September 30, 2009




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 

	 
	 	from Oct 05	 	from Nov. 05      	 	from Dec. 19, 06	 	 	 	from Nov. 24, 2008	 	 	 	 	 	 	 	 	 	 		 
	ESLR
	 	75.1	 	64	 	1 / 3	 	 	 	Sovello AG	 	 	 	 	 	 	 	 	 	Sovello AG
	Q-Cells
	 	24.9	 	21	 	1 / 3	 	 	 	prior	 	 	 	 	 	 	 	 	 	 	 	 
	REC
	 	0	 	15	 	1 / 3	 	 	 	EverQ GmbH	 	 	 	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	subscribed capital	 	 	Additional paid in
capital	 	 	Revenue reserve	 	 	
unappropriated
retained earnings
brought

forward/cumulative
losses brought
forward (retained
 earnings)

	 	 	Other
comprehensive
income (OCI)	 	 	total	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	ESLR	 	 	REC	 	 	Q-Cells	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Sovello	 
	 	 	 	 	EUR	 	 	EUR	 	 	EUR	 	 	EUR	 	 	EUR	 	 	EUR	 	 	EUR	 	 	EUR	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	balance as at January 1, 2009
	 	 	160,000.00	 	 	160,000.00	 	 	160,000.00	 	 	90,627,380.05	 	 	48,000.00	 	 	17,524,452.68	 	 	-883,518.94	 	 	107,796,313.79	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Payments subscribed capital
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0.00	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Additional payments
	 	 	 	 	 	 	 	 	 	 	 	0.00	 	 	 	 	 	 	 	 	 	 	 	0.00	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	OCI-changes
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Interest rate swap (net of def. Tax)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	337,855.36	 	 	337,855.36	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Net income for the year
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	-35,378,434.81	 	 	 	 	 	-35,378,434.81	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Addition to revenue reserve
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0.00	 	 	0.00	 	 	 	 	 	0.00	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	balance as at reporting date
	 	 	160,000.00	 	 	160,000.00	 	 	160,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	480,000.00	 	 	 	 	 	90,627,380.05	 	 	48,000.00	 	 	-17,853,982.13	 	 	-545,663.58	 	 	72,755,734.34	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






 











 





			
	Sovello AG, Bitterfeld-Wolfen 

Balance Sheet (IFRS) 

September 30, 2009
	 	


new reporting form






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(In EUR)	 	 	QU III	 	 	 	QU II	 	 	 	QU I	 	 	 	 	 	 
	 	 	 	9/30/2009	 	 	 	6/30/2009	 	 	 	3/31/2009	 	 	 	12/31/2008	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ASSETS
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Non-current assets
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Intangible assets
	 	 	 	1,774,740.90	 	 	 	 	1,931,556.00	 	 	 	 	2,027,837.05	 	 	 	 	2,077,980.95	 	 
	Property, plant and equipment
	 	 	 	272,215,719.88	 	 	 	 	277,432,028.78	 	 	 	 	272,343,504.16	 	 	 	 	258,715,923.17	 	 
	Advance payments
	 	 	 	33,754,059.90	 	 	 	 	35,134,404.00	 	 	 	 	38,013,217.16	 	 	 	 	32,316,548.68	 	 
	Deferred tax assets
	 	 	 	0.00	 	 	 	 	4,132,325.24	 	 	 	 	840,994.08	 	 	 	 	263,908.25	 	 
	Total
	 	 	 	307,744,520.68	 	 	 	 	318,630,314.02	 	 	 	 	313,225,552.45	 	 	 	 	293,374,361.05	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Current assets
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Inventories
	 	 	 	49,556,879.23	 	 	 	 	56,716,172.91	 	 	 	 	52,419,767.38	 	 	 	 	32,219,392.09	 	 
	Advance payments
	 	 	 	12,058,401.96	 	 	 	 	17,186,904.75	 	 	 	 	26,324,577.40	 	 	 	 	24,563,685.88	 	 
	Trade receivables
	 	 	 	16,578,620.62	 	 	 	 	18,855,356.53	 	 	 	 	35,938,775.24	 	 	 	 	48,857,490.80	 	 
	Other financial assets
	 	 	 	1,694,673.32	 	 	 	 	2,160,482.98	 	 	 	 	1,657,996.90	 	 	 	 	2,685,879.67	 	 
	Other assets
	 	 	 	14,822,759.79	 	 	 	 	43,331,800.59	 	 	 	 	44,026,324.03	 	 	 	 	53,919,030.75	 	 
	Cash and cash equivalents
	 	 	 	30,921,892.98	 	 	 	 	24,932,927.81	 	 	 	 	19,354,647.80	 	 	 	 	11,524,736.19	 	 
	Total
	 	 	 	125,633,227.90	 	 	 	 	163,183,645.57	 	 	 	 	179,722,088.75	 	 	 	 	173,770,215.38	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Assets
	 	 	 	433,377,748.58	 	 	 	 	481,813,959.59	 	 	 	 	492,947,641.20	 	 	 	 	467,144,576.43	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	9/30/2009	 	 	 	 	6/30/2009	 	 	 	 	3/31/2009	 	 	 	 	12/31/2008	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	EQUITY AND LIABILITIES
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Equity
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Share capital
	 	 	 	480,000.00	 	 	 	 	480,000.00	 	 	 	 	480,000.00	 	 	 	 	480,000.00	 	 
	Capital reserves
	 	 	 	90,627,380.05	 	 	 	 	90,627,380.05	 	 	 	 	90,627,380.05	 	 	 	 	90,627,380.05	 	 
	Revenue Reserve
	 	 	 	48,000.00	 	 	 	 	48,000.00	 	 	 	 	48,000.00	 	 	 	 	48,000.00	 	 
	Accumulated other comprehensive income
	 	 	 	-545,663.58	 	 	 	 	-741,313.07	 	 	 	 	-1,124,228.49	 	 	 	 	-883,518.94	 	 
	Retained earnings
	 	 	 	-17,853,982.13	 	 	 	 	2,439,783.75	 	 	 	 	14,711,333.23	 	 	 	 	17,524,452.68	 	 
	Total
	 	 	 	72,755,734.34	 	 	 	 	92,853,850.73	 	 	 	 	104,742,484.79	 	 	 	 	107,796,313.79	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Non-current liabilities
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Borrowings
	 	 	 	0.00	 	 	 	 	165,213,128.57	 	 	 	 	156,401,602.66	 	 	 	 	175,477,380.66	 	 
	Deferred federal and state investment
grants
	 	 	 	45,220,563.02	 	 	 	 	47,175,760.38	 	 	 	 	45,228,931.07	 	 	 	 	45,370,928.50	 	 
	Other provisions
	 	 	 	1,409,054.61	 	 	 	 	1,392,595.56	 	 	 	 	1,323,300.47	 	 	 	 	1,224,429.73	 	 
	Other financial liabilities
	 	 	 	0.00	 	 	 	 	962,744.25	 	 	 	 	1,460,037.00	 	 	 	 	1,147,427.19	 	 
	Deferred tax liabilities
	 	 	 	344,272.72	 	 	 	 	0.00	 	 	 	 	268,079.60	 	 	 	 	605,618.59	 	 
	Other Liabilities
	 	 	 	76,500.00	 	 	 	 	76,500.00	 	 	 	 	76,500.00	 	 	 	 	76,500.00	 	 
	Total
	 	 	 	47,050,390.35	 	 	 	 	214,820,728.76	 	 	 	 	204,758,450.80	 	 	 	 	223,902,284.67	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Current liabilities
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Borrowings
	 	 	 	263,939,126.30	 	 	 	 	124,508,744.25	 	 	 	 	127,386,957.74	 	 	 	 	83,574,566.58	 	 
	Trade payables
	 	 	 	26,969,069.71	 	 	 	 	31,513,717.11	 	 	 	 	36,523,303.95	 	 	 	 	34,030,092.82	 	 
	Notes Payable
	 	 	 	3,505,500.81	 	 	 	 	0.00	 	 	 	 	0.00	 	 	 	 	0.00	 	 
	Deferred federal and state investment
grants
	 	 	 	8,729,000.00	 	 	 	 	8,792,000.00	 	 	 	 	8,497,000.00	 	 	 	 	8,087,245.71	 	 
	Other provisions
	 	 	 	1,444,304.27	 	 	 	 	1,464,849.49	 	 	 	 	1,654,109.58	 	 	 	 	1,907,637.43	 	 
	Other financial liabilities
	 	 	 	708,654.00	 	 	 	 	0.00	 	 	 	 	0.00	 	 	 	 	0.00	 	 
	Current income tax liabilities
	 	 	 	3,391,437.48	 	 	 	 	3,391,437.48	 	 	 	 	3,602,707.48	 	 	 	 	3,602,707.48	 	 
	Other liabilities
	 	 	 	4,884,531.32	 	 	 	 	4,468,631.77	 	 	 	 	5,782,626.86	 	 	 	 	4,243,727.95	 	 
	Total
	 	 	 	313,571,623.89	 	 	 	 	174,139,380.10	 	 	 	 	183,446,705.61	 	 	 	 	135,445,977.97	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Liabilities
	 	 	 	360,622,014.24	 	 	 	 	388,960,108.86	 	 	 	 	388,205,156.41	 	 	 	 	359,348,262.64	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Equity and Liabilities
	 	 	 	433,377,748.58	 	 	 	 	481,813,959.59	 	 	 	 	492,947,641.20	 	 	 	 	467,144,576.43	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 





 








 







			
	Sovello AG, Bitterfeld-Wolfen 

Income Statement (IFRS) 

January 1, 2009 to September 30, 2009
	 	
new reporting form






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(In EUR)	 	 	 	 	 	 	 	QU III	 	 	 	Sept 2009	 	 	 	August 2009	 	 	 	July 2009	 	 	 	QU II	 	 	 	QU I	 	 		 	 	 	 
	 	 	 	YTD 2009	 	 	 	01.07. - 
30.09.2009	 	 	 	01.09. - 
30.09.2009	 	 	 	01.08. - 
31.08.2009	 	 	 	01.07. - 
31.07.2009	 	 	 	01.04. - 
30.06.2009	 	 	 	01.01. - 
31.03.2009	 	 		 	01.01. - 
31.12.2008	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 		 	 	 
	 	 	 	€	 	 	 	€	 	 	 	€	 	 	 	€	 	 	 	€	 	 	 	€	 	 	 	€	 	 		 	€	 	 
	Revenues
	 	 	 	65,741,313.72	 	 	 	 	30,135,980.95	 	 	 	 	12,918,300.99	 	 	 	 	9,821,920.65	 	 	 	 	7,395,759.31	 	 	 	 	9,702,888.28	 	 	 	 	25,902,444.49	 	 		 	 	219,295,838.19	 	 
	Change in inventories of finished
goods and work in progress
	 	 	 	13,840,103.32	 	 	 	 	-6,125,688.46	 	 	 	 	-2,365,292.02	 	 	 	 	-1,913,423.55	 	 	 	 	-1,846,972.89	 	 	 	 	951,549.24	 	 	 	 	19,014,242.54	 	 		 	 	3,951,545.26	 	 
	Own work capitalized
	 	 	 	856,055.06	 	 	 	 	0.00	 	 	 	 	0.00	 	 	 	 	0.00	 	 	 	 	0.00	 	 	 	 	0.00	 	 	 	 	856,055.06	 	 		 	 	334,324.39	 	 
	Other operating income
	 	 	 	9,382,091.27	 	 	 	 	3,480,254.38	 	 	 	 	1,372,611.77	 	 	 	 	1,458,234.99	 	 	 	 	649,407.62	 	 	 	 	2,770,647.77	 	 	 	 	3,131,189.12	 	 		 	 	10,753,969.17	 	 
	Cost of materials and services
	 	 	 	-51,013,425.18	 	 	 	 	-17,424,576.96	 	 	 	 	-7,292,685.02	 	 	 	 	-6,038,099.33	 	 	 	 	-4,093,792.61	 	 	 	 	-7,233,382.73	 	 	 	 	-26,355,465.49	 	 		 	 	-110,007,814.29	 	 
	Personnel expenses
	 	 	 	-28,314,043.75	 	 	 	 	-8,830,932.39	 	 	 	 	-3,297,718.36	 	 	 	 	-2,716,305.49	 	 	 	 	-2,816,908.54	 	 	 	 	-9,121,589.04	 	 	 	 	-10,361,522.32	 	 		 	 	-37,834,648.84	 	 
	Amortization, depreciation and
impairment of property, plant and
equipment and intangible assets
	 	 	 	-20,526,517.44	 	 	 	 	-7,769,750.76	 	 	 	 	-2,732,516.46	 	 	 	 	-2,533,969.94	 	 	 	 	-2,503,264.36	 	 	 	 	-6,601,692.99	 	 	 	 	-6,155,073.69	 	 		 	 	-22,377,499.25	 	 
	Other operating expenses
	 	 	 	-14,767,478.86	 	 	 	 	-5,353,447.97	 	 	 	 	-1,819,630.46	 	 	 	 	-1,735,461.39	 	 	 	 	-1,798,356.12	 	 	 	 	-2,702,832.69	 	 	 	 	-6,711,198.20	 	 		 	 	-31,439,345.20	 	 
	Profit from operating activities
	 	 	 	-24,801,901.86	 	 	 	 	-11,888,161.21	 	 	 	 	-3,216,929.56	 	 	 	 	-3,657,104.06	 	 	 	 	-5,014,127.59	 	 	 	 	-12,234,412.16	 	 	 	 	-679,328.49	 	 		 	 	32,676,369.43	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 		 	 	 
	Interest and similar income
	 	 	 	57,018.19	 	 	 	 	8,712.16	 	 	 	 	3,556.46	 	 	 	 	2,262.77	 	 	 	 	2,892.93	 	 	 	 	21,868.35	 	 	 	 	26,437.68	 	 		 	 	866,642.60	 	 
	Interest and similar expense
	 	 	 	-10,742,660.00	 	 	 	 	-3,996,159.63	 	 	 	 	-1,262,530.69	 	 	 	 	-1,293,884.22	 	 	 	 	-1,439,744.72	 	 	 	 	-3,743,547.17	 	 	 	 	-3,002,953.20	 	 		 	 	-11,794,437.51	 	 
	Profit/loss(-) before tax
	 	 	 	-35,487,543.67	 	 	 	 	-15,875,608.68	 	 	 	 	-4,475,903.79	 	 	 	 	-4,948,725.51	 	 	 	 	-6,450,979.38	 	 	 	 	-15,956,090.98	 	 	 	 	-3,655,844.01	 	 		 	 	21,748,574.52	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 		 	 	 
	Income tax expense
	 	 	 	109,108.86	 	 	 	 	-4,418,157.20	 	 	 	 	-4,332,794.09	 	 	 	 	-80,789.97	 	 	 	 	-4,573.14	 	 	 	 	3,684,541.50	 	 	 	 	842,724.56	 	 		 	 	-4,364,143.84	 	 
	Profit/loss(-) after tax
	 	 	 	-35,378,434.81	 	 	 	 	-20,293,765.88	 	 	 	 	-8,808,697.88	 	 	 	 	-5,029,515.48	 	 	 	 	-6,455,552.52	 	 	 	 	-12,271,549.48	 	 	 	 	-2,813,119.45	 	 		 	 	17,384,430.68	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 		 	 	 
	 
	 	 	 	0	 	 	 	 	 	 	 	 	 	0	 	 	 	 	0	 	 	 	 	0	 	 	 	 	 	 	 	 	 	 	 	 		 	 	 	 	 







 











 










DRAFT











 









 





Sovello AG




Statement of Comprehensive (Loss) Income for the years ended December 31,




	 	 	 	 	 	 	 	 	 	 	 	 	 
	(In thousands of EUR)	 	Notes	 	 	2009	 	 	2008	 
	 	 	 	 	 	 	 	 	 	 	(unaudited)	 
	Revenues
	 	 	2.1.	 	 	 	111,731	 	 	 	219,296	 
	Change in inventories of finished goods and work in progress
	 	 	 	 	 	 	995	 	 	 	3,952	 
	Own work capitalized
	 	 	2.2.	 	 	 	856	 	 	 	334	 
	Other operating income
	 	 	2.3.	 	 	 	11,748	 	 	 	10,754	 
	Cost of materials and services
	 	 	2.4.	 	 	 	-78,584	 	 	 	-110,008	 
	Personnel expenses
	 	 	2.5.	 	 	 	-37,455	 	 	 	-37,835	 
	Amortization, depreciation and impairment of intangible
assets and property, plant and equipment
	 	 	2.6.	 	 	 	-29,618	 	 	 	-22,377	 
	Other operating expenses
	 	 	2.7.	 	 	 	-26,166	 	 	 	-31,440	 
	(Loss) Profit from operating activities
	 	 	 	 	 	 	-46,493	 	 	 	32,676	 
	 
	Interest and similar income
	 	 	2.8.	 	 	 	76	 	 	 	867	 
	Interest and similar expense
	 	 	2.8.	 	 	 	-16,774	 	 	 	-11,794	 
	(Loss) Profit before tax
	 	 	 	 	 	 	-63,191	 	 	 	21,749	 
	 
	Income tax benefit/(expense)
	 	 	2.10.	 	 	 	312	 	 	 	-4,365	 
	(Loss) Profit after tax
	 	 	 	 	 	 	-62,879	 	 	 	17,384	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Other comprehensive income:
	 	 	 	 	 	 	 	 	 	 	 	 
	Changes in fair values of derivatives designated as cash
flow hedges
	 	 	 	 	 	 	718	 	 	 	-982	 
	Income taxes
	 	 	 	 	 	 	-165	 	 	 	226	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Changes recognized outside profit or loss (cash flow hedges)
	 	 	4.3.2	 	 	 	553	 	 	 	-756	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Total comprehensive (loss) income
	 	 	 	 	 	 	-62,326	 	 	 	16,628	 
	 






The accompanying notes are an integral part of these financial statements




Anlage
1.1




 









 








Sovello AG




Statement of Financial Position




	 	 	 	 	 	 	 	 	 	 	 	 	 
	(In thousands of EUR)	 	Notes	 	 	Dec 31, 2009	 	 	Dec 31, 2008	 
	 	 	 	 	 	 	 	 	 	 	(unaudited)	 
	ASSETS
	 	 	 	 	 	 	 	 	 	 	 	 
	Non-current assets
	 	 	 	 	 	 	 	 	 	 	 	 
	Intangible assets
	 	 	3.1.	 	 	 	1,790	 	 	 	2,078	 
	Property, plant and equipment
	 	 	3.2.	 	 	 	267,202	 	 	 	258,716	 
	Advance payments
	 	 	3.5.	 	 	 	32,369	 	 	 	32,317	 
	Deferred tax assets
	 	 	3.3.	 	 	 	0	 	 	 	264	 
	Total
	 	 	 	 	 	 	301,361	 	 	 	293,375	 
	 
	Current assets
	 	 	 	 	 	 	 	 	 	 	 	 
	Inventories
	 	 	3.4.	 	 	 	35,574	 	 	 	32,219	 
	Advance payments
	 	 	3.5.	 	 	 	7,657	 	 	 	24,564	 
	Trade receivables
	 	 	3.6.	 	 	 	10,320	 	 	 	48,857	 
	Other financial assets
	 	 	3.7.	 	 	 	595	 	 	 	2,686	 
	Other assets
	 	 	3.8.	 	 	 	18,514	 	 	 	53,919	 
	Cash and cash equivalents
	 	 	3.9.	 	 	 	24,267	 	 	 	11,525	 
	Total
	 	 	 	 	 	 	96,927	 	 	 	173,770	 
	 
	Total assets
	 	 	 	 	 	 	398,288	 	 	 	467,145	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	EQUITY AND LIABILITIES
	 	 	 	 	 	 	 	 	 	 	 	 
	Equity
	 	 	 	 	 	 	 	 	 	 	 	 
	Share capital
	 	 	 	 	 	 	480	 	 	 	480	 
	Capital reserve
	 	 	 	 	 	 	109,127	 	 	 	90,627	 
	Revenue reserves
	 	 	 	 	 	 	48	 	 	 	48	 
	Accumulated other comprehensive income
	 	 	 	 	 	 	-330	 	 	 	-883	 
	Retained earnings
	 	 	 	 	 	 	-45,355	 	 	 	17,524	 
	Total
	 	 	3.10.	 	 	 	63,970	 	 	 	107,796	 
	 
	Non-current liabilities
	 	 	 	 	 	 	 	 	 	 	 	 
	Borrowings
	 	 	3.11.	 	 	 	0	 	 	 	175,477	 
	Deferred federal and state investment grants
	 	 	3.13.	 	 	 	38,171	 	 	 	45,371	 
	Other provisions
	 	 	3.15.	 	 	 	1,355	 	 	 	1,224	 
	Deferred tax liabilities
	 	 	3.3.  	 	 	 	125	 	 	 	606	 
	Other financial liabilities
	 	 	3.16.	 	 	 	0	 	 	 	1,147	 
	Other liabilities
	 	 	3.19.	 	 	 	117	 	 	 	77	 
	Total
	 	 	 	 	 	 	39,768	 	 	 	223,902	 
	 
	Current liabilities
	 	 	 	 	 	 	 	 	 	 	 	 
	Borrowings
	 	 	3.11.	 	 	 	241,802	 	 	 	83,575	 
	Trade payables
	 	 	3.12.	 	 	 	24,777	 	 	 	34,030	 
	Deferred federal and state investment grants
	 	 	3.13.	 	 	 	8,621	 	 	 	8,087	 
	Accrual for the repayment of federal and state
investment grants
	 	 	3.14.	 	 	 	11,462	 	 	 	0	 
	Other provisions
	 	 	3.15.	 	 	 	1,062	 	 	 	1,908	 
	Other financial liabilities
	 	 	3.16.	 	 	 	429	 	 	 	0	 
	Current income tax liabilities
	 	 	3.17.	 	 	 	3,472	 	 	 	3,603	 
	Other liabilities
	 	 	3.18.	 	 	 	2,925	 	 	 	4,244	 
	Total
	 	 	 	 	 	 	294,550	 	 	 	135,447	 
	 
	Total liabilities
	 	 	 	 	 	 	334,318	 	 	 	359,349	 
	 
	Total equity and liabilities
	 	 	 	 	 	 	398,288	 	 	 	467,145	 
	 






The accompanying notes are an integral part of these financial statements




Anlage
1.2





 











 





Sovello AG




Statement of Changes in Equity for the years ended December 31, 2009 and 2008




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Accumulated	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	other compre-	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	hensive income	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Change in fair	 	 	 	 	 	 	 
	 	 	 	 	 	 	Share	 	 	Capital	 	 	Revenue	 	 	values of hedging	 	 	Retained	 	 	Total	 
	(In thousands of EUR)	 	Notes	 	 	capital	 	 	reserve	 	 	reserves	 	 	instruments	 	 	earnings	 	 	equity	 
	Changes in 2008 (unaudited)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Balance at January 1, 2008
	 	 	 	 	 	 	480	 	 	 	90,627	 	 	 	0	 	 	 	-127	 	 	 	188	 	 	 	91,168	 
	Transfer to the statutory reserve in
accordance with section 150 German Stock
Corporation Act
	 	 	 	 	 	 	0	 	 	 	0	 	 	 	48	 	 	 	0	 	 	 	-48	 	 	 	0	 
	Total comprehensive (loss) income
	 	 	 	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	-756	 	 	 	17,384	 	 	 	16,628	 
	Balance at December 31, 2008
	 	 	 	 	 	 	480	 	 	 	90,627	 	 	 	48	 	 	 	-883	 	 	 	17,524	 	 	 	107,796	 
	 
	Changes in 2009
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Balance at January 1, 2009
	 	 	 	 	 	 	480	 	 	 	90,627	 	 	 	48	 	 	 	-883	 	 	 	17,524	 	 	 	107,796	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders’ payments into capital reserves
	 	 	 	 	 	 	0	 	 	 	18,500	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	18,500	 
	Total comprehensive income (loss)
	 	 	 	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	553	 	 	 	-62,879	 	 	 	-62,326	 
	Balance at December 31, 2009
	 	 	3.10.	 	 	 	480	 	 	 	109,127	 	 	 	48	 	 	 	-330	 	 	 	-45,355	 	 	 	63,970	 
	 





The accompanying notes are an integral part of these financial statements




Anlage
1.3




 









 








Sovello AG




Statement of Cash Flows for the years ended December 31,




	 	 	 	 	 	 	 	 	 	 	 	 	 
	(In thousands of EUR)	 	Notes   	 	 	2009	 	 	2008	 
	 	 	 	 	 	 	 	 	 	 	(unaudited)	 
	(Loss) Profit before tax
	 	 	 	 	 	 	-63,191	 	 	 	21,749	 
	Net interest expense
	 	 	2.8.   	 	 	 	16,698	 	 	 	10,927	 
	Amortization, depreciation and impairment of intangible
assets and property, plant and equipment
	 	 	2.6.   	 	 	 	29,618	 	 	 	22,377	 
	Gain/loss from disposal of property, plant and equipment
and intangible assets
	 	 	 	 	 	 	27	 	 	 	0	 
	Amortization of deferred federal and state investment grants
	 	 	2.3.   	 	 	 	-6,900	 	 	 	-6,564	 
	Change in accruals and other provisions
	 	 	3.14.,3.15. 	 	 	 	8,816	 	 	 	-1,478	 
	Other non-cash income and expenses
	 	 	 	 	 	 	-1,104	 	 	 	1,115	 
	Amortization of advance payments
	 	 	3.5.   	 	 	 	16,060	 	 	 	0	 
	Change in inventories, trade receivables and other assets
	 	 	 	 	 	 	41,550	 	 	 	-38,085	 
	Change in trade payables and other liabilities
	 	 	 	 	 	 	-2,032	 	 	 	2,347	 
	Interest received
	 	 	 	 	 	 	76	 	 	 	867	 
	Income taxes paid
	 	 	 	 	 	 	-221	 	 	 	-157	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Net cash provided by/used in operating activities
	 	 	4.1.   	 	 	 	39,397	 	 	 	13,098	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Payments for investments in property, plant and equipment
and intangible assets (excluding borrowing costs capitalized)
	 	 	3.1.,3.2.  	 	 	 	-44,385	 	 	 	-90,258	 
	Proceeds from disposal of intangible assets and property,
plant and equipment
	 	 	 	 	 	 	7	 	 	 	0	 
	Proceeds from federal and state investment grants
	 	 	3.13. 	 	 	 	30,567	 	 	 	0	 
	Advance payments made
	 	 	3.5    	 	 	 	-7,662	 	 	 	-2,000	 
	Repayments of advance payments
	 	 	3.5    	 	 	 	8,887	 	 	 	9,090	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Net cash used in investing activities
	 	 	4.1.   	 	 	 	-12,586	 	 	 	-83,168	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders’ payments into equity
	 	 	3.10.   	 	 	 	18,500	 	 	 	0	 
	Proceeds from borrowings
	 	 	3.11.   	 	 	 	27,021	 	 	 	87,822	 
	Repayments of borrowings
	 	 	3.11.   	 	 	 	-52,714	 	 	 	-30,000	 
	Loan financing costs paid
	 	 	 	 	 	 	-150	 	 	 	-724	 
	Interest paid
	 	 	 	 	 	 	-6,693	 	 	 	-13,293	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Net cash from financing activities
	 	 	4.1.   	 	 	 	-14,036	 	 	 	43,805	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Net change in cash and cash equivalents
	 	 	 	 	 	 	12,775	 	 	 	-26,265	 
	Effect of exchange rate changes on cash and cash equivalents
	 	 	 	 	 	 	-33	 	 	 	227	 
	Cash and cash equivalents at beginning of period
	 	 	 	 	 	 	11,525	 	 	 	37,563	 
	Cash and cash equivalents at end of period
	 	 	3.9.   	 	 	 	24,267	 	 	 	11,525	 
	Thereof currently not available for use by the Company
	 	 	3.9.   	 	 	 	2,779	 	 	 	0	 
	 




The accompanying notes are an integral part of these financial statements



Anlage
1.4





 











 






Notes to the financial statements




Sovello AG, Bitterfeld-Wolfen




1 Summary of accounting policies




1.1. Basis of preparation



The annual financial statements of Sovello AG (“Sovello” or “the Company”) were prepared in
accordance with the International Financial Reporting Standards (IFRS) issued by the International
Accounting Standards Board (IASB) and in effect at the reporting date, applying the Interpretations
of the International Financial Reporting Interpretations Committee (IFRIC) and the former Standing
Interpretations Committee (SIC). These annual financial statements were prepared on a voluntary
basis. References to the IFRSs in these notes are to be understood as references to the IFRSs and
the International Accounting Standards (IASs) still in effect.



The following standards and Interpretations were required to be applied by Sovello for the first
time in 2009:




	 	 	 

	Amendments to IAS 1 (2007)

	 	Presentation of financial statements: A revised presentation
	Amendments to IAS 23

	 	Borrowing costs
	Amendments to IFRS 7

	 	Improving disclosures about financial instruments
	Various standards

	 	Improvements to IFRSs (May 2008).





The adoption of the amended IAS 1 affects the presentation of financial statements, particularly
regarding the presentation of components of profit or loss and of other comprehensive income in the
Statement of comprehensive income.



With adoption of the amended IAS 23 the IASB declared the alternative acceptable method of
capitalization of external capital costs as the only permitted method of accounting for external
capital costs in connection with qualified assets. Since Sovello used this alternative acceptable
method prior to the amendment of IAS 23, the adoption did not have an effect on the financial
statements of the Company.



The initial application of other amendments had no material effect on the annual financial
statements with regard to the Company’s financial position, cash flows and liquidity or results of
operations.





Annex 1.5 / 1









 







The following standards and interpretations were also required to be applied for the first
time in the business year 2009. However, they did not have an impact on the financial statements of
the Company:







	 	 	 

	IFRS 1 (revised) 

	 	First-time adoption of IFRSs
	Amendments to IAS 32 and IAS 1

	 	Puttable financial instruments and obligations arising on liquidation
	Amendments to IFRS 1 and IAS 27

	 	Cost of an investment in a subsidiary, jointly-controlled entity or associate
	Amendments to IFRS 2 (2008)

	 	Share-based payment: vesting conditions and cancellations
	IFRS 8

	 	Operating segments
	Amendments to IFRIC 9 and IAS 39

	 	Embedded derivatives
	IFRIC 12

	 	Service concession arrangements
	IFRIC 13

	 	Customer loyalty programmes
	IFRIC 14

	 	IAS 19 – The limit on a defined benefit asset, minimum funding requirements and their
interaction
	IFRIC 15

	 	Agreements for the construction of real estate
	IFRIC 16

	 	Hedges of a net investment in a foreign operation.





The following standards and interpretations, which have been published by IASB and/or IFRIC up to
the reporting date were not required to be applied in 2009:




	 	 	 

	Amendments to IFRS 1

	 	Additional exemptions for first-time adopters
	Amendment to IFRS 2

	 	Group cash-settled share-based payment transactions
	IFRS 3 (revised 2008)

	 	Business Combinations
	IFRS 9

	 	Financial instruments
	IAS 24 (revised)

	 	Related Party Disclosures
	Amendments to IAS 27 (2008)

	 	Consolidated and separate financial statements
	Amendments to IAS 32

	 	Classifications of Rights Issues
	Amendments to IAS 39

	 	Financial instruments: Recognition and measurement: Eligible Hedged Items
	Amendments to IFRIC 14

	 	Prepayments of a minimum funding requirement
	IFRIC 17

	 	Distributions of non-cash assets to owners
	IFRIC 18

	 	Transfer of assets from customers
	IFRIC 19

	 	Extinguishing Financial Liabilities with Equity Instruments
	Various standards

	 	Improvements to IFRSs (April 2009).





The Management Board believes that the initial application of the above will not have a material
effect on the Company’s financial position, cash flows and liquidity or results of operations.






Annex 1.5 / 2









 







The annual financial statements are prepared in Euros (EUR). All amounts are stated in thousands of
Euros (EUR’000) where not otherwise indicated. Amounts are rounded according to commercial
practice. Additions or other calculations may contain rounding differences.



The Company’s financial year is the calendar year.



The annual financial statements have been prepared on the going concern principle of
accounting under which assets and liabilities are generally recognized at amortized cost, except
for derivative financial instruments, which are recognized at fair value at the reporting date.



In the balance sheet, assets and liabilities are classified according to maturity. Assets and
liabilities that are expected to be sold, used in the normal course of business or settled within
twelve months are classified as current. Liabilities are treated as current if they are required to
be settled within twelve months from the reporting date. Profit or loss is presented using the
nature of expense method.




1.2. Going concern



As of December 31, 2008 and during the business year 2009, Sovello AG was not in compliance
with certain contractual terms of its syndicated loan agreement, which comprises all liabilities to
banks. The syndicated banks waived the special right of termination in 2009 and deferred redemption
payments due in the amount of EUR 25.0 million. At the same time, unused credit lines in the amount
of EUR 56.5 million were frozen. Due to significant contributions of the shareholders in the form
of loans, interest deferrals and increases in the equity of Sovello AG, the liquidity of the
Company was maintained throughout 2009. In addition, the syndicated loans were repaid in the amount
of EUR 52.7 million.



As of December 31, 2009, the Company continued not to be in compliance with certain terms of its
syndicated loan agreement, which raised doubts about the Company’s ability to continue as a going
concern.



In February 2010, additional loan redemptions of EUR 20.9 million were made due to other additional
payments by the shareholders in the Company’s equity.



On March 23, 2010, the shareholders concluded an agreement to sell 100% of the shares in Sovello AG
to Ventizz Capital Fund, L.P. The sale was contingent upon other actions which would result in a
comprehensive adjustment of the financial structure of the Company including the addition of new
equity and extensive debt relief for the Company. The possibility of restructuring Sovello AG was
confirmed in an external opinion based on the current business plans and taking into account the
new shareholder and financing structure. As part of the financial restructuring, the syndicated
loans were reduced to a remaining amount of EUR 15 million. Furthermore, loans in the amount of
EUR 10 million were obtained from Investitionsbank Sachsen-Anhalt.




Annex 1.5 / 3









 







The sale of Sovello AG to the investor was subject to the occurrence of various conditions, which
were fully met at the time of preparing the annual financial statements. The sale of the company
closed on April 22, 2010, and the new shareholder and financial structure was put into place, which
has secured the Company’s ability to continue as a going concern.




1.3. Accounting policies




1.3.1. Revenue recognition



Revenue from sales is recognized when the goods have been delivered or the services provided
and risk has transferred to the customer, the amount of revenue can be reliably measured and it can
be assumed that the receivable will be collectible. Depending on the respective incoterms, this is
usually the case, when goods are leaving Sovello’s premises. Sales made by the shareholder
Evergreen Solar Inc., Marlboro, USA (Evergreen), based on the sales agreement last amended in 2008,
are realized when goods are leaving Sovello’s premises. Physical delivery is usually made directly
to Evergreen’s customers and the prices are determined between Sovello and Evergreen depending on
Evergreen’s customer prices.



Sales reductions such as trade discounts, rebates and cash discounts allowed are recorded as
reductions of revenue.




1.3.2. Interest income and expense



Interest income and expenses are recognized using the effective interest method, normally in
the period in which they are incurred. Borrowing costs for qualifying assets are capitalized as
part of the cost of the assets under IAS 23, based on the average interest rate for the financing.




1.3.3. Intangible assets



Intangible assets consist primarily of purchased software. This is recognized initially at
cost, including incidental costs of acquisition, when the software is purchased, and subsequently
at cost less accumulated amortization and any impairment losses, in accordance with IAS 38.



Software is amortized by the straight-line method over periods of three or five years.






Annex 1.5 / 4









 








1.3.4. Property, plant and equipment



Property, plant and equipment is measured at acquisition cost less systematic depreciation and
any impairment losses, in accordance with IAS 16. Acquisition cost comprises the purchase price and
directly attributable incidental costs of acquisition incurred in bringing the asset to the
location and condition necessary for it to be capable of operating in the manner intended by
management (e. g. transportation costs and material and personnel expenses for installation test
runs). Trade discounts, rebates and cash discounts received are deducted from the purchase price.
Borrowing costs are capitalized as part of the cost of the assets.



Subsequent expenditure for a capitalized item of property, plant and equipment is recognized
in the carrying amount of the asset or capitalized as a separate asset if it is probable that
future economic benefits will flow to the Company and the expenditure for the assets can be
reliably measured. All other subsequent expenditures are recognized as expenses in the period in
which they are incurred. Subsequent capitalizable expenditures which exceed the recoverable amount
of the relevant asset are recognized immediately in profit or loss.



Items of property, plant and equipment are depreciated by the straight-line method over their
economic useful lives. The useful lives assumed are as follows:




	 	 	 	 	 
	(In Years)	 	Useful life	 
	Buildings
	 	 	33	 
	Plant and machinery
	 	 	7	 
	Other installations; factory and office equipment
	 	 	3-7	 





Low-value non-current assets costing between EUR 150.00 and EUR 1,000.00 are treated collectively
as a single item which is depreciated over an assumed useful life of five years.



The depreciation plans are unchanged from the previous year.




1.3.5. Impairment and reversals of impairment losses



Items of property, plant and equipment and intangible assets are tested for impairment under
IAS 36 if there is any indication that their carrying amount may not be recoverable. An impairment
loss is recognized in the amount by which the carrying amount of the asset exceeds its recoverable
amount. The recoverable amount is valued with the value in use which results as present value of
future net cash-flows of the cash generating unit. The basis for this is the most recent financial
planning prepared by management. Projections based on this planning generally cover a period of
five years. For subsequent years, the cash-flows are estimated assuming a steady growth rate.



The planning assumptions are adjusted in line with most recent information available at the time.
Key assumptions, which are the evaluation basis of the value in use,




Annex 1.5 / 5









 







include assumptions regarding
market growth, price development, yield and efficiency as well as the discount rate.



At each reporting date the Company assesses whether the reasons for the recognition of an
impairment loss in a prior period still exist. An impairment loss must be reversed if the
recoverable amount of an asset or group of assets has increased. The increased carrying amount of
the asset shall not exceed the carrying amount that would have been determined (net of
depreciation) had no impairment loss been recognized for the asset in prior periods. After a
reversal of an impairment loss is recognized, the depreciation charge for the asset is adjusted to
allocate its revised carrying amount on a systematic basis over its remaining useful life.




1.3.6. Income taxes



Current income taxes owed by the Company are recognized when incurred, in accordance with IAS
12. The valuation of the Company’s current income tax expense is based on tax rates prevailing at
the balance sheet date.



Deferred taxes are determined in accordance with IAS 12 by the balance sheet liability method.
Deferred taxes are recognized for all temporary differences between the tax base of an asset or
liability and its carrying amount in the IFRS balance sheet. Also, deferred taxes are recognized on
tax losses and deductible temporary differences to the extent that it is probable that future
taxable profit will be available against which the tax losses can be utilized or will exist when
the differences reverse, and sufficiently reliable information is available with regard to the
future development of the business. Deferred tax assets and liabilities are offset if the Company
has a legally enforceable right to set off current tax assets against current tax liabilities and
the deferred tax assets and liabilities relate to income taxes levied by the same taxation
authority.
Deferred taxes are measured using the tax rates that are expected to apply to the period when the
temporary differences reverse, based on the tax rates and tax laws that have been enacted or
substantively enacted by the reporting date. Deferred taxes were calculated using a rate of 23% in
2009 and 2008.




1.3.7. Inventories



Inventories falling under IAS 2 comprise raw materials, consumables and supplies,, work in
progress and finished goods.



Raw materials, consumables and supplies are measured at moving-average cost after deducting trade
discounts, rebates and cash discounts received.



Finished goods and work in progress are recognized at the costs of conversion. These comprise
direct materials and labor costs and materials and production overheads and production-related
depreciation. Administrative expenses are included to the extent directly related to the
production.




Annex 1.5 / 6









 







Subsequent measurement is at the lower of cost and net realizable value. Net realizable value is
the estimated selling price of the end product less estimated costs of completion and estimated
costs necessary to make the sale.




1.3.8. Advance payments



Advance payments comprise advance payments on inventories. Impairment testing consists in
assessing whether these payments can be expected to be covered in future periods by the prices at
which the end products are sold.




1.3.9. Financial instruments




     1.3.9.1. Overview


The Company holds financial instruments falling under IAS 32 and IAS 39 in the form of cash
and cash equivalents, trade receivables, other financial assets, financial liabilities and loans,
and also derivative financial instruments in the form of interest rate swaps and forward exchange
contracts. The interest rate swaps satisfy the conditions for the use of hedge accounting, whereas
the forward exchange contracts do not. Sales and purchases of financial instruments are recognized
on the trade date (i.e. on the date on which the Company has undertaken to buy or sell an asset or
enter into a liability).



A financial asset or financial liability is recognized initially at fair value plus, in the case of
a financial asset or financial liability not classified at fair value through profit or loss,
directly attributable transaction costs. Subsequent measurement is at fair value or amortized cost
using the effective interest method.



Fair value corresponds to the market or stock exchange value, where available. Market or stock
exchange prices can be identified particularly for derivatives.



Amortized cost of current receivables and payables corresponds to the nominal amount or the amount
repayable.



The Company derecognizes financial assets as soon as the contractual rights to the cash flows from
the financial assets expire or the Company transfers these rights to a third party and the transfer
qualify for de-recognition.



Financial liabilities are derecognized when they are extinguished (i.e. when the contractual
obligations are discharged, cancelled or have expired or when conditions for de-recognition under
IAS 39 are satisfied).



The Company has not so far availed itself of the possibility to designate financial assets or
liabilities to be accounted at fair value through profit or loss.







Annex 1.5 / 7









 








     1.3.9.2. Trade receivables and other financial assets


Receivables and other financial assets are measured on initial recognition at fair value,
which normally corresponds to cost. Subsequent measurement is at amortized cost.



A valuation allowance is recognized if there is evidence that the receivable may not be
collectible. The amount of the valuation allowance is measured as the difference between the
carrying amount and the value of the payments expected to be received.




     1.3.9.3. Cash and cash equivalents



Cash and cash equivalents comprise cash on hand and cash in banks with original maturities of
less than three months.


Cash on hand and in banks is carried at nominal amount. Balances denominated in a foreign currency
are translated into Euro at the year-end exchange rate.




     1.3.9.4. Financial liabilities


Financial liabilities are measured on initial recognition at fair value less directly
attributable transaction costs. Subsequent recognition is at amortized cost using the effective
interest method.




     1.3.9.5. Derivative financial instruments and hedging


The derivative financial instruments employed by the Company are interest rate swaps and
forward exchange contracts. The interest rate swaps serve to hedge the risk associated with
variable interest payments on loans. The forward exchange contracts serve to economically hedge the
risk associated with fluctuations in the exchange rate for the US dollar in connection with the
export of products into the US dollar area and the procurement of certain raw and other materials
on a US dollar basis. Only interest rate swaps existed as of December 31, 2009.



The financial derivatives are recognized on initial recognition and subsequently at fair value, at
which they are reported under other financial assets or other financial liabilities. Fair values
are determined using generally accepted pricing models based on discounted cash flow analysis and
current market parameters. Classification as current or non-current is based on the residual
maturity of the underlying transaction.



The Company accounts for interest rate swaps in accordance with the hedge accounting rules of
IAS 39 for cash flow hedges.



At the inception of the hedge, the hedging relationship between the hedged item and the hedge, and
the risk management objective and strategy for undertaking the hedge, are described and documented.
In addition to this, at the commencement of and subsequently during the hedging relationship
period, the effectiveness of the hedge in achieving offsetting changes in cash flows attributable
to the hedged item is




Annex 1.5 / 8









 







documented on a regular basis. Prospective effectiveness is measured using
the critical terms match method, retrospective effectiveness usually using the hypothetical
derivatives method.



The portion of the gain or loss on the hedging instrument that is determined to be an effective
hedge is recognized in equity, after the effect of deferred tax. Any ineffectiveness is recognized
immediately in profit or loss, under interest income or expense.



Amounts recognized in equity are removed from equity and recognized in the income statement in the
same period or periods during which the hedged transaction affects the income statement, and in the
same line as the hedged transaction.



The forward exchange contracts do not meet IAS 39 criteria for hedge accounting. Changes in fair
value are therefore recognized in profit or loss.




1.3.10. Government grants



The Company receives government financial assistance for its investment projects in the form
of federal (tax-free) and state (taxable) investment grants. Amounts received or receivable are
recognized initially as deferred income in accordance with IAS 20 and reported in the balance sheet
as deferred federal and state investment grants. Grants are transferred to the income statement
over the period of use of the assets for which they were received. The amounts recognized as income
are reported under other operating income.



Grants are recorded as receivable as soon as the funds flow to the Company or there is reasonable
assurance that they will do so.



Repayment obligations of government grants are treated as a change in estimate according to IAS 8.




1.3.11. Other provisions



Provisions are recognized, in accordance with IAS 37, when the Company has a present
obligation to a third party as a result of a past event, the settlement of which is expected to
result in a probable outflow of resources, and it is uncertain what exact amount will be involved
and/or when the Company will be required to settle the obligation.



Provisions are measured at the amounts required to cover all identifiable obligations and risks.



Non-current provisions are measured at the amounts expected to be required to settle the
obligations and, where the effect of the time value of money is material, are disclosed at present
value at the reporting date. The discount rates used are based on market interest rates. In
determining the amounts expected to be required to settle obligations reasonable allowance is made
for expected developments in costs.




Annex 1.5 / 9









 








1.3.12. Other assets and liabilities



Other assets and liabilities are measured at amortized cost. Any specific risks of loss are
recognized by setting up appropriate individual valuation allowances.




1.3.13. Management estimates and judgements



In connection with the preparation of financial statements, management is regularly called
upon to exercise judgment and make estimates and assessments. Estimates are based on past
experience and other knowledge of the transactions to be reported. Subsequent, actual amounts may
differ from those based on estimates and assumptions. Estimates, and the assumptions on which they
are based, are therefore regularly reviewed and their possible impact on the financial statements
assessed.



These judgment decisions and estimates may concern the definition of the recoverable amount in the
context of impairment tests, the recognition and measurement of provisions for product warranty
costs, the determination of useful lives of intangible assets and items of property, plant and
equipment and the assessment of the possible impairment of deferred tax assets relating to tax
losses.



All assumptions and estimates are based on conditions existing and assessments made as of the
reporting date. Subsequent developments not reflected in the estimates and differing from the
assumptions made may result in differences between actual amounts and estimates. In such cases, the
assumptions, and where necessary the carrying amounts of the assets and liabilities involved, are
adjusted accordingly.



At the time of preparing the annual financial statements it is not anticipated that there will be
any material changes to the underlying assumptions and estimates. At present, therefore, no
material adjustments to the carrying amounts of the reported assets and liabilities are expected in
2010.




1.3.14. Segment reporting



According to IFRS 8, an operating segment, based on the internal organization structure, is a
component of an entity that engages in business activities from which it may earn revenues and
incur expenses, whose operating results are reviewed regularly by the entity’s chief operating
decision maker to make decisions about resources to be allocated to the segment and assess its
performance and for which discrete financial information is available.



Sovello’s business activities are concentrated on the manufacture and sale of a
single product (solar modules) at a single location (Bitterfeld-Wolfen). Within these activities
there are no distinguishable enterprise components. The controlling as well as the internal
reporting takes place on the level of the Company. Therefore, no different operating segments are
identifiable. Segment reporting is not required.





Annex 1.5 / 10











 





2 Notes to the Statement of Comprehensive Income




2.1. Revenues




	 	 	 	 	 	 	 	 	 
	(In thousands of EUR)	 	2009	 	 	2008	 
	 
	Solar modules
	 	 	109,643	 	 	 	212,831	 
	Other revenues
	 	 	2,088	 	 	 	6,465	 
	 	 	     
	Total
	 	 	111,731	 	 	 	219,296	 
	 	 	     




After the setup of its own sales organization in Bitterfeld-Wolfen, almost three quarters of total
sales were made directly by the Company in 2009, whereas solar modules in 2008 were sold almost
exclusively by the shareholder Evergreen Solar Inc., Marlboro, USA (Evergreen). The basis for the
sales by Evergreen is the sales agreement entered into in 2006 and revised in 2008.



The significant decrease in module sales is due to the drop in demand particularly in the first
half of 2009 caused by the financial and economic crisis as well as the decline in sales prices for
modules. As a result, the Company decided to make use of the short-time work program in the period
from May until September 2009.



Other revenues mainly refer to the sale of cell and silicon waste. These result from waste and
breakages associated with the production processes which cannot be used for making modules for
technical reasons or because of substandard quality.



The following is an analysis of revenue by geographical market:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	2009	 	 	2008	 
	 	 	EUR'000	 	 	%	 	 	EUR'000	 	 	%	 
	 
	Germany
	 	 	92,118	 	 	 	82.4	 	 	 	93,579	 	 	 	42.7	 
	Rest of Europe
	 	 	8,526	 	 	 	7.6	 	 	 	46,536	 	 	 	21.2	 
	USA
	 	 	8,755	 	 	 	7.8	 	 	 	77,977	 	 	 	35.6	 
	Asia
	 	 	2,269	 	 	 	2.0	 	 	 	282	 	 	 	0.1	 
	Rest of world
	 	 	63	 	 	 	0.1	 	 	 	922	 	 	 	0.4	 
	 	 	         
	Total
	 	 	111,731	 	 	 	100	 	 	 	219,296	 	 	 	100	 
	 	 	         






Annex 1.5/11



 









 









2.3. Own work capitalized



Own work capitalized consists principally of materials costs and personnel expenses incurred during
the process of commissioning new production lines.




2.4. Other operating income



Other operating income is made up of the following:




	 	 	 	 	 	 	 	 	 
	(In thousands of EUR)	 	2009	 	 	2008	 
	 
	Amortization of deferred federal and state
investment grants
	 	 	6,900	 	 	 	6,564	 
	Refunds of customs and energy tax
	 	 	1,169	 	 	 	35	 
	Reversal of accrued personnel-related expenses
	 	 	964	 	 	 	299	 
	Effect of exchange rate changes
	 	 	773	 	 	 	3,302	 
	Breakup fee
	 	 	757	 	 	 	0	 
	Unused provisions released
	 	 	388	 	 	 	0	 
	Recycling of scrap
	 	 	290	 	 	 	359	 
	Grants related to personnel expenses
	 	 	96	 	 	 	2	 
	Other
	 	 	411	 	 	 	193	 
	 	 	     
	Total
	 	 	11,748	 	 	 	10,754	 
	 	 	     




Amortization of deferred investment grants consists of EUR 3,166 thousand (2008: EUR 3,450
thousand) for the tax-free federal grant and EUR 3,734 thousand (2008: EUR 3,114 thousand) of
taxable state grants.



The reversal of accruals related to personnel expenses mainly concerns deferred bonus payments to
employees.



The breakup fee relates to a penalty paid by a customer due to early termination of a contract.



The effect of exchange rate changes of the previous year includes a gain of EUR 2,601 thousand
resulting from the measurement at market value of the forward exchange contracts at December 31,
2008. As of December 31, 2009, no such contracts existed.



Miscellaneous other income includes income from the disposal of waste and from the re-billing of
costs incurred.




Annex 1.5/12




 









 










2.6. Cost of materials and services




	 	 	 	 	 	 	 	 	 
	(In thousands of EUR)	 	2009	 	 	2008	 
	 
	Raw materials, consumables and supplies
	 	 	-67,854	 	 	 	-99,154	 
	Purchased services
	 	 	-10,730	 	 	 	-10,854	 
	 	 	     
	Total
	 	 	-78,584	 	 	 	-110,008	 
	 	 	     




The cost of raw materials, consumables and supplies consists principally of the cost of the silicon
and chemicals used and other materials required for the module production.




2.7. Personnel expenses




	 	 	 	 	 	 	 	 	 
	(In thousands of EUR)	 	2009	 	 	2008	 
	 
	Wages and salaries
	 	 	-31,165	 	 	 	-31,995	 
	Social security expenses
	 	 	-6,290	 	 	 	-5,840	 
	 	 	     
	Total
	 	 	-37,455	 	 	 	-37,835	 
	 	 	     






2.8. Amortization, depreciation and impairment of intangible assets and property, plant and
equipment






The amortization and depreciation charge reflects the systematic reduction in value of the
intangible assets and items of property, plant and equipment. Impairment losses of EUR 127 thousand
on items of property, plant and equipment were recognized in 2008. Details of the individual
amortization and depreciation charges are given in the schedules presented in Notes 3.1. and 3.2.
below.




Annex 1.5/13




 









 





2.9. Other operating expenses



Other operating expenses consist of:




	 	 	 	 	 	 	 	 	 
	(In thousands of EUR)	 	2009	 	 	2008	 
	 
	Royalties
	 	 	-4,929	 	 	 	-7,711	 
	Occupancy costs and other office expenses
	 	 	-3,952	 	 	 	-2,721	 
	Repair and maintenance
	 	 	-3,809	 	 	 	-4,430	 
	Repayment of federal and state investment grants
	 	 	-2,903	 	 	 	0	 
	Legal and consultancy expenses
	 	 	-2,554	 	 	 	-3,424	 
	Selling expenses
	 	 	-2,453	 	 	 	-5,327	 
	Other personnel-related costs
	 	 	-1,672	 	 	 	-1,937	 
	Insurance
	 	 	-844	 	 	 	-636	 
	Other administrative expenses
	 	 	-717	 	 	 	-444	 
	Training and education
	 	 	-501	 	 	 	-537	 
	Other services
	 	 	-643	 	 	 	-1,042	 
	Travel expense
	 	 	-359	 	 	 	-811	 
	Research and development
	 	 	-367	 	 	 	-816	 
	Effect of exchange rate changes
	 	 	-179	 	 	 	-1,207	 
	Product warranty
	 	 	-27	 	 	 	-9	 
	Other
	 	 	-257	 	 	 	-388	 
	 	 	     
	Total
	 	 	-26,166	 	 	 	-31,440	 
	 	 	     




The royalties are those paid to shareholder Evergreen for use of the String RibbonTM technology.
Evergreen has granted the Company the contractual right to use newly developed technologies. The
consideration is based on a sliding-scale royalty calculation based on accumulated sales revenues
and volume-dependent royalties. Distribution expenses and other services include further payments
to the shareholders under the existing distribution agreement and other agreements on the transfer
of rights and licenses. More information on this subject will be found in Note 4.2. Related party
disclosures.



Expenses for repair and maintenance result particularly from scheduled annual inspections of the
first two production lines.



Concerning the repayment of already granted federal and state investment grants we refer to our
comments in Note 3.15 Accrued liabilities from the repayment of federal and state investment
grants.



Annex 1.5/14



 









 







In 2009, legal and consultancy expenses include, amongst other items, expenses incurred in
connection with the restructuring of financing and the investigation launched by the EU concerning
the granting of government financial assistance. In the previous year, consultancy expenses were
incurred in connection with the reorganization of the Company as a stock corporation and its
renaming.




2.10. Interest and similar income/expense




	 	 	 	 	 	 	 	 	 
	(In thousands of EUR)	 	2009	 	 	2008	 
	 
	Interest and similar income
	 	 	76	 	 	 	867	 
	Bank loans
	 	 	-7,042	 	 	 	-7,684	 
	Shareholders’ loan and guarantees
	 	 	-9,391	 	 	 	-6,649	 
	Other interest expense
	 	 	-2,074	 	 	 	0	 
	Capitalized financing costs
	 	 	1,733	 	 	 	2,539	 
	Interest and similar expense
	 	 	-16,774	 	 	 	-11,794	 
	 	 	     
	Net financial income/expense(-)
	 	 	-16,698	 	 	 	-10,927	 
	 	 	     




Interest on the syndicated financing includes EUR 271 thousand (2008: EUR 831 thousand) of accrued
interest. Interest on bank loans contains EUR 757 thousand (2008: EUR 608 thousand) of interest
calculated according to the effective interest method.



Information on the shareholder loans will be found in Note 4.2. Related party disclosures.



Expected interest charges related to the repayment of federal and state investment grants in the
amount of EUR 1,931 thousand are included in other interest expense.



Capitalized financing costs consist of interest incurred for the purchase or production of
qualifying assets.




Annex
1.5/15





 











 





2.11. Net gain/loss by measurement category




	 	 	 	 	 	 	 	 	 
	(In thousands of EUR)	 	2009	 	 	2008	 
	 
	Loans and receivables
	 	 	-246	 	 	 	1,072	 
	Financial liabilities measured at amortized cost
	 	 	927	 	 	 	-1,819	 
	Derivative financial assets — gains/losses(-)
on disposal and measurement recognized in profit or
loss
	 	 	773	 	 	 	3,270	 
	Derivative financial liabilities — gains/losses(-)
on fair value changes recognized in equity
	 	 	718	 	 	 	-982	 
	 	 	 
	Total
	 	 	2,172	 	 	 	1,541	 
	 	 	 





The net gains/losses by measurement category of financial instruments are affected by changes in
fair value, impairment, reversals of impairment losses, exchange rate movements and derecognition.




The net gains/losses on disposal or measurement of derivative financial assets recognized in profit
or loss include a gain of EUR 773 thousand (2008: EUR 669 thousand) on the exercise of forward
exchange contracts to economically hedge exposure to movements in exchange rates in connection with
the sale of solar modules in US dollars. Further information will be found in Note 4.3.2.
Disclosures on derivative financial instruments and hedging.




2.12. Income tax expense




	 	 	 	 	 	 	 	 	 
	(In thousands of EUR)	 	2009	 	 	2008	 
	 
	Current income tax expense
	 	 	-70	 	 	 	-3,195	 
	Deferred tax income/expense
	 	 	382	 	 	 	-1,170	 
	 	 	 
	Total
	 	 	312	 	 	 	-4,365	 
	 	 	 





During 2009, a tax audit was conducted related to corporation income taxes, municipal trade taxes,
VAT and tax-free investment grants for the period 2004 through 2007. The expected additional taxes
to be paid, based upon preliminary findings, has been recorded in current income tax liabilities.




Deferred tax was calculated on the basis of a tax rate of 23% in 2009 and 2008. This rate takes
into account corporation income tax of 15%, “solidarity” surtax of 5.5% on the corporation income
tax, and an effective municipal trade tax rate of 7%.




The deferred tax effect recognized in equity in 2009 amounted to EUR -165 thousand (2008: EUR 226
thousand) and resulted from changes in the market value of derivative hedging instruments which were accounted for in accordance with the hedge accounting rules of
IAS 39.




Annex 1.5 / 16





 









 








Because of the uncertainties as of December 31, 2009 regarding the Company’s ability to
generate future taxable income in light of the volatile photovoltaic market, no deferred tax assets
were recorded for tax loss carry forwards as of the balance sheet. The amounts of tax loss
carryforwards, for which no deferred tax assets were recorded as of December 31, 2009 were EUR
46,953 thousand for corporate income taxes and EUR 47,156 thousand for municipal trade taxes. The
tax loss carry forwards can be be carried forward indefinitely. We also refer to our comments in
section 4.11. Subsequent events.




Temporary differences in recognition and measurement of balance sheet items resulted in recognition
of the following deferred tax assets and liabilities:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Dec 31, 2009	 	 	Dec 31, 2008	 
	 	 	Deferred	 	 	Deferred	 	 	Deferred	 	 	Deferred	 
	 	 	tax	 	 	tax	 	 	tax	 	 	tax	 
	(In thousands of EUR)	 	assets	 	 	liabilities	 	 	assets	 	 	liabilities	 
	 
	Other financial assets
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	598	 
	Borrowings
	 	 	0	 	 	 	224	 	 	 	0	 	 	 	8	 
	Other financial liabilities
	 	 	99	 	 	 	0	 	 	 	264	 	 	 	0	 
	Tax loss
	 	 	0	 	 	 	—	 	 	 	0	 	 	 	—	 
	 	 	 
	Offset
	 	 	-99	 	 	 	-99	 	 	 	0	 	 	 	0	 
	 	 	 
	Total
	 	 	0	 	 	 	125	 	 	 	264	 	 	 	606	 
	 	 	 





The reported tax expense differs from the expected tax expense that would have arisen had the
nominal tax rate of 23% been applied to the IFRS pre-tax profit. Reconciliation is set out below:




	 	 	 	 	 	 	 	 	 
	(In thousands of EUR)	 	2009	 	 	2008	 
	 
	Profit before tax
	 	 	-63,191	 	 	 	21,749	 
	Expected tax expense
	 	 	14,423	 	 	 	-4,964	 
	Reconciliation:
	 	 	 	 	 	 	 	 
	Tax effects from tax-free income
	 	 	723	 	 	 	787	 
	Tax effects from non-deductible expenses and
addbacks to and deductions from municipal trade tax
base
	 	 	-3,957	 	 	 	-278	 
	Deferred tax on current year losses not recognized
as a deferred tax asset
	 	 	-10,812	 	 	 	0	 
	Income taxes relating to other periods
	 	 	-70	 	 	 	0	 
	Other tax effects
	 	 	5	 	 	 	90	 
	 	 	 
	Reported tax expense
	 	 	312	 	 	 	-4,365	 
	 	 	 





Annex 1.5 / 17





 









 








3 Notes to the Statement of Financial Position




3.1. Intangible assets




Intangible assets consist principally of software. Movements on intangible assets are set out
below:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Advance	 	 	 	 
	(In thousands of EUR)	 	Software	 	 	payments	 	 	Total	 
	 
	Cost
	 	 	 	 	 	 	 	 	 	 	 	 
	Balance at Jan 1, 2009
	 	 	1,873	 	 	 	693	 	 	 	2,566	 
	Additions
	 	 	261	 	 	 	109	 	 	 	370	 
	Disposals
	 	 	0	 	 	 	10	 	 	 	10	 
	Reclassifications
	 	 	658	 	 	 	-654	 	 	 	4	 
	 	 	 
	Balance at Dec 31, 2009
	 	 	2,792	 	 	 	138	 	 	 	2,930	 
	 	 	 
	Accumulated amortization
	 	 	 	 	 	 	 	 	 	 	 	 
	Balance at Jan 1, 2009
	 	 	488	 	 	 	0	 	 	 	488	 
	Amortization charge for 2009
	 	 	652	 	 	 	0	 	 	 	652	 
	 	 	 
	Balance at Dec 31, 2009
	 	 	1,140	 	 	 	0	 	 	 	1,140	 
	 	 	 
	Carrying amount at Dec 31, 2009
	 	 	1,652	 	 	 	138	 	 	 	1,790	 
	 	 	 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Advance	 	 	 	 
	(In thousands of EUR)	 	Software	 	 	payments	 	 	Total	 
	 
	Cost
	 	 	 	 	 	 	 	 	 	 	 	 
	Balance at Jan 1, 2008
	 	 	577	 	 	 	819	 	 	 	1,396	 
	Additions
	 	 	767	 	 	 	403	 	 	 	1,170	 
	Reclassifications
	 	 	529	 	 	 	-529	 	 	 	0	 
	 	 	 
	Balance at Dec 31, 2008
	 	 	1,873	 	 	 	693	 	 	 	2,566	 
	 	 	 
	Accumulated amortization
	 	 	 	 	 	 	 	 	 	 	 	 
	Balance at Jan 1, 2008
	 	 	170	 	 	 	0	 	 	 	170	 
	Amortization charge for 2008
	 	 	318	 	 	 	0	 	 	 	318	 
	 	 	 
	Balance at Dec 31, 2008
	 	 	488	 	 	 	0	 	 	 	488	 
	 	 	 
	Carrying amount at Dec 31, 2008
	 	 	1,385	 	 	 	693	 	 	 	2,078	 
	 	 	 





Annex 1.5 / 18








 









 








3.2. Property, plant and equipment




Movements on property, plant and equipment are set out below:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Other	 	 	Advance	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	installations;	 	 	Payments	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	factory and	 	 	and	 	 	 	 
	 	 	Land and	 	 	Plant and	 	 	office	 	 	construction	 	 	 	 
	(In thousands of EUR)	 	buildings	 	 	machinery	 	 	equipment	 	 	in progress	 	 	Total	 
	 
	Cost
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Balance at Jan 1, 2009
	 	 	77,695	 	 	 	138,082	 	 	 	5,675	 	 	 	74,620	 	 	 	296,072	 
	Additions
	 	 	1,072	 	 	 	30,545	 	 	 	1,835	 	 	 	4,028	 	 	 	37,480	 
	Disposals
	 	 	0	 	 	 	56	 	 	 	111	 	 	 	15	 	 	 	182	 
	Reclassifications
	 	 	740	 	 	 	64,167	 	 	 	193	 	 	 	-65,104	 	 	 	-4	 
	 	 	 
	Balance at
Dec 31, 2009
	 	 	79,507	 	 	 	232,738	 	 	 	7,592	 	 	 	13,529	 	 	 	333,366	 
	 	 	 
	Accumulated
depreciation
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Balance at Jan 1, 2009
	 	 	2,635	 	 	 	32,542	 	 	 	2,179	 	 	 	0	 	 	 	37,356	 
	Depreciation charge
for 2009
	 	 	2,319	 	 	 	25,308	 	 	 	1,339	 	 	 	0	 	 	 	28,966	 
	Disposals
	 	 	0	 	 	 	56	 	 	 	102	 	 	 	0	 	 	 	158	 
	 	 	 
	Balance at
Dec 31, 2009
	 	 	4,954	 	 	 	57,794	 	 	 	3,416	 	 	 	0	 	 	 	66,164	 
	 	 	 
	Carrying amount at
Dec 31, 2009
	 	 	74,553	 	 	 	174,944	 	 	 	4,176	 	 	 	13,529	 	 	 	267,202	 
	 	 	 





Annex 1.5 / 19




 









 








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Other	 	 	Advance	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	installations;	 	 	payments	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	factory and	 	 	and	 	 	 	 
	 	 	Land and	 	 	Plant and	 	 	office	 	 	construction	 	 	 	 
	(In thousands of EUR)	 	buildings	 	 	machinery	 	 	equipment	 	 	in progress	 	 	Total	 
	 
	Cost
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Balance at Jan 1,
2008
	 	 	46,635	 	 	 	131,795	 	 	 	4,105	 	 	 	9,993	 	 	 	192,528	 
	Additions
	 	 	25,403	 	 	 	5,042	 	 	 	1,140	 	 	 	71,960	 	 	 	103,545	 
	Disposals
	 	 	0	 	 	 	0	 	 	 	1	 	 	 	0	 	 	 	1	 
	Reclassifications
	 	 	5,657	 	 	 	1,245	 	 	 	431	 	 	 	-7,333	 	 	 	0	 
	 	 	 
	Balance at
Dec 31, 2008
	 	 	77,695	 	 	 	138,082	 	 	 	5,675	 	 	 	74,620	 	 	 	296,072	 
	 	 	 
	Accumulated
depreciation
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Balance at Jan 1,
2008
	 	 	1,209	 	 	 	13,211	 	 	 	878	 	 	 	0	 	 	 	15,298	 
	Depreciation charge
for 2008
	 	 	1,426	 	 	 	19,257	 	 	 	1,249	 	 	 	0	 	 	 	21,932	 
	Impairment losses
	 	 	0	 	 	 	74	 	 	 	53	 	 	 	0	 	 	 	127	 
	Disposals
	 	 	0	 	 	 	0	 	 	 	1	 	 	 	0	 	 	 	1	 
	 	 	 
	Balance at
Dec 31, 2008
	 	 	2,635	 	 	 	32,542	 	 	 	2,179	 	 	 	0	 	 	 	37,356	 
	 	 	 
	Carrying amount at
Dec 31, 2008
	 	 	75,060	 	 	 	105,540	 	 	 	3,496	 	 	 	74,620	 	 	 	258,716	 
	 	 	 





Additions in the business year and the previous year relate mainly to the construction of the third
production line, which had commenced according to plan at the end of 2007.




Borrowing costs in the amount of EUR 1,733 thousand (2008: EUR 2,539 thousand) were capitalized in
the business year. The average capitalization rate, which was used as basis to determine the amount
of borrowing costs, amounted 5.6% (2008: 5.9% ).




3.3. Deferred tax




Information on deferred tax assets and liabilities will be found in Note 2.10. Income tax.




Annex 1.5 / 20





 











 





3.4. Inventories




	 	 	 	 	 	 	 	 	 
	(In thousands of EUR)	 	Dec 31, 09	 	 	Dec 31, 08	 
	 
	Raw materials, consumables and supplies
	 	 	22,802	 	 	 	20,544	 
	Work in progress
	 	 	4,540	 	 	 	3,203	 
	Finished goods
	 	 	8,232	 	 	 	8,472	 
	 	 	 
	Total
	 	 	35,574	 	 	 	32,219	 
	 	 	 





The principal items included under raw materials, consumables and supplies are silicon and spare
parts.




The carrying amount of the inventories measured at net realizable value amounts to EUR 1,163
thousand (2008: EUR 235 thousand). In 2009 adjustments to reduce such inventories to net realizable
values totaling EUR 967 thousand (2008: EUR 5 thousand) were recognized as an expense.




3.5. Advance payments




On September 29, 2006, the Company entered into a supply agreement with REC Solar Grade Silicon
LLC, Moses Lake, USA, a wholly-owned subsidiary of Renewable Energy Corporation ASA, Sandvika,
Norway (“REC”), which assured it of deliveries of silicon on a long-term basis. The prepayments
made under this agreement are included under Advance payments. The advance payments are being
utilized over the term of the agreement in accordance with the terms thereof. With several
amendments, most recently modified in October 2009, the parties amended the existing agreement
regarding delivery quantities and dates, purchase prices and rules for utilization of the advance
payments. In 2009, it was agreed that part of the advance payments that had been made would be
repaid to the Company. Accordingly, a repayment amounting to USD 11.5 million was received by
Sovello (2008: USD 12.4 million). In 2009 there were agreed shipments under this agreement and
consequently there was a utilization of advance payments in the amount of EUR 15,243 thousand
(2008: EUR 0 thousand).




In 2008, Sovello entered into another long-term agreement for the supply of silicon with another
silicon producer. This agreement provides for the supply of a total of 1,074 metric tons of silicon
starting in 2009 and extending over a period up to 2016. In connection with this agreement, an
advance payment of EUR 9,662 thousand was made, thereof EUR 2,000 thousand in 2008. According to
the silicon deliveries made and an adjustment of quantities to be delivered, capitalized advance
payments were amortized in the amount of EUR 817 thousand (2008: EUR 0 thousand).




Annex 1.5 / 21







 









 








3.6. Trade receivables




	 	 	 	 	 	 	 	 	 
	(In thousands of EUR)	 	Dec 31, 09	 	 	Dec 31, 08	 
	 
	Trade receivables from third parties
	 	 	8,820	 	 	 	2,007	 
	Trade receivables from related parties
	 	 	1,500	 	 	 	46,850	 
	 	 	 
	Total
	 	 	10,320	 	 	 	48,857	 
	 	 	 





The receivables result primarily from the sale of solar modules, but also from the sale of off-spec
cells and silicon waste from the production processes. All receivables are due within one year from
the reporting date.




Receivables from related parties are from shareholders and mainly consist of amounts owed by
Evergreen. Under the distribution agreement, Evergreen is responsible for the distribution of a
part of the Company’s production in return for a commission of 0.5% (2008: 1.6%) of sales. The
risk of payment default by the wholesalers/ultimate customers to whom Evergreen sells the solar
modules has consequences for the existence of Sovello’s receivables from Evergreen. Information on
this subject will also be found in Note 4.2. Related party disclosures.




Foreign currency receivables are translated on initial recognition at the historical rate of
exchange and subsequently at the applicable year-end rate. At December 31, 2009, foreign currency
receivables amounted to EUR 324 thousand (2008: EUR 24,203 thousand).




The following is an aging analysis of the receivables:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Of which	 	 	Of which not impaired at year end but overdue for	 
	 	 	 	 	 	 	not impaired	 	 	not more	 	 	between	 	 	between	 	 	more	 
	 	 	Carrying	 	 	or overdue	 	 	than 30	 	 	31 and 60	 	 	61 and 90	 	 	than 90	 
	(In thousands of EUR)	 	amount	 	 	at year end	 	 	days	 	 	days	 	 	days	 	 	days	 
	 
	December 31, 2009
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Third parties
	 	 	8,820	 	 	 	5,554	 	 	 	699	 	 	 	963	 	 	 	17	 	 	 	1,587	 
	Related parties
	 	 	1,500	 	 	 	12	 	 	 	320	 	 	 	18	 	 	 	0	 	 	 	1,150	 
	 	 	 
	Total
	 	 	10,320	 	 	 	5,566	 	 	 	1,019	 	 	 	981	 	 	 	17	 	 	 	2,737	 
	 	 	 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Of which	 	 	Of which not impaired at year end but overdue for	 
	 	 	 	 	 	 	not impaired	 	 	not more	 	 	between	 	 	between	 	 	more	 
	 	 	Carrying	 	 	or overdue	 	 	than 30	 	 	31 and 60	 	 	61 and 90	 	 	than 90	 
	(In thousands of EUR)	 	amount	 	 	at year end	 	 	days	 	 	days	 	 	days	 	 	days	 
	 
	December 31, 2008
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Third parties
	 	 	2,007	 	 	 	1,771	 	 	 	28	 	 	 	1	 	 	 	24	 	 	 	183	 
	Related parties
	 	 	46,850	 	 	 	30,847	 	 	 	9,713	 	 	 	4,738	 	 	 	1,552	 	 	 	0	 
	 	 	 
	Total
	 	 	48,857	 	 	 	32,618	 	 	 	9,741	 	 	 	4,739	 	 	 	1,576	 	 	 	183	 
	 	 	 





With regard to the overdue receivables for which no valuation allowances have been provided there
was no indication at the reporting date that debtors might default. This




Annex 1.5 / 22





 









 








applies similarly to the receivables not yet due. As of December 31, 2009, the Company recorded an allowance for accounts
from an insolvent customer in the amount of EUR 594 thousand. The Company has had no material bad
debt losses to record in the past. In 2008, therefore, the Company did not record a valuation
allowance against receivables.




3.7. Other financial assets




The other financial assets in the amount of EUR 595 thousand mature within one year from the
reporting date and consist of other costs charged to customers (2008: EUR 85 thousand). In
addition, the item included the positive fair values of the forward exchange contracts in the
previous year (EUR 2,601 thousand).




Further information on the forward exchange contracts will be found in Note 4.3.2. Disclosures on
derivative financial instruments and hedging.




3.8. Other assets




Other assets consist of:




	 	 	 	 	 	 	 	 	 
	(In thousands of EUR)	 	Dec 31, 09	 	 	Dec 31, 08	 
	 
	Federal and state investment grants receivable
	 	 	14,028	 	 	 	37,731	 
	Recoverable value added tax on inputs
	 	 	3,582	 	 	 	15,252	 
	Prepaid expenses
	 	 	578	 	 	 	534	 
	Loan financing costs
	 	 	150	 	 	 	302	 
	Other
	 	 	176	 	 	 	100	 
	 	 	 
	Total
	 	 	18,514	 	 	 	53,919	 
	 	 	 





The recognition of grants receivable is based on entitlements under applicable law (federal grants)
or notifications from Investitionsbank Sachsen-Anhalt (state grants).




Prepaid expenses include, amongst other items, insurance premiums.




All other assets mature within one year from the reporting date.




3.9. Cash and cash equivalents




Cash and cash equivalents consist of EUR 24,267 thousand (2008 EUR 11,525 thousand) of cash on hand
and in banks. Cash in banks includes EUR 3,314 thousand (2008 EUR 5,495 thousand) of balances in
foreign currencies.




Cash and cash equivalents include federal and state investment grants received in the amount of EUR
2,779 thousand that are not available for use by the Company. The amounts will be released by the
donors after the successful completion of the




Annex 1.5 / 23






 









 








financing negotiations. Thereof, an amount of EUR 124 thousand relates to a pending investigation, which the European Commission initiated according to
the regulations of the EG-contract about federal allowances. We refer to our explanations in
section 3.14. Accrual for the repayment of federal and state investment grants. The remaining
amount of EUR 2,655 thousand will be available to the Company after the release by the donor to
redeem financial liabilities.




3.10. Equity




Movements in equity are presented in the statement of changes in equity.




Sovello AG has an ordinary share capital of EUR 480 thousand divided into 480,000 no par value
registered shares (Stueckaktien). Each share represents a pro rata amount of the ordinary share
capital of EUR 1.00.




In 2009, the respective percentage interests of the shareholders are unchanged from the previous
year. On April 22, 2010, all shares in Sovello AG were sold to an investor. We refer to our
comments in section 4.11. Subsequent events.




The capital reserve consists of premiums received from the issue of shares and other amounts paid
in by shareholders. In 2009, shareholders made additional payments which increased equity by EUR
18,500 thousand (2008: EUR 0 thousand). The additional payments were made equally by each
shareholder in connection with the repayment of outstanding amounts related to the syndicated loan
agreement. We also refer to our explanations in section 3.11.1. Liabilities to banks.




In 2008, an amount of EUR 48 thousand was transferred from the net income determined under German
accounting principles for the previous year to the statutory reserve as required by section 150
German Stock Corporation Act and reported under revenue reserves.




The accumulated change in the market value of the interest rate swaps, amounting to EUR -330
thousand (2008: EUR -883 thousand) after the effect of deferred tax, was recognized in accumulated
other comprehensive income.




The profit after tax of EUR 17,384 thousand for 2008 was carried forward to 2009.




Annex 1.5 / 24





 











 





3.11. Borrowings



The Company’s borrowings, analyzed by maturity, are summarized as follows:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Dec 31, 2009	 	 	Dec 31, 2008	 
	 	 	 	 	 	 	Non-	 	 	 	 	 	 	 	 	 	 	Non-	 	 	 	 
	(In thousands of EUR)	 	Current	 	 	current	 	 	Total	 	 	Current	 	 	current	 	 	Total	 
	Shareholders’ loans
	 	 	173,452	 	 	 	0	 	 	 	173,452	 	 	 	0	 	 	 	138,185	 	 	 	138,185	 
	Liabilities to banks
	 	 	68,350	 	 	 	0	 	 	 	68,350	 	 	 	83,575	 	 	 	37,292	 	 	 	120,867	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total
	 	 	241,802	 	 	 	0	 	 	 	241,802	 	 	 	83,575	 	 	 	175,477	 	 	 	259,052	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






3.11.1. Liabilities to banks



Financial and budget key ratios of the existing syndicate loan agreement, last amended in September
2008, were not achieved in certain cases at December 31, 2008 and in the business year 2009. The
account to service the debt was not funded. The banking syndicate has issued limited waivers
regarding the exercise of the termination right and the right to require funding of the debt
servicing reserve account. These waivers were extended several times during 2009. At the same time,
redemption payments in the amount of EUR 25 million, which were due March 31 and June 30, 2009,
were deferred and the unused credit lines were frozen. Redemptions due on September 30 and
December 31, 2009, each of EUR 12.5 million were paid according to the terms of the loan agreement.
Thereof, EUR 18.5 million was paid by the shareholders and recorded as other increases in equity.
Furthermore, redemption of the loan tranche for interim financing of federal and state investment
grants in the amount of EUR 27.7 million was made in 2009.



At December 31, 2009, the Company reported accrued interest of EUR 271 thousand (2008: EUR 831
thousand). The transaction costs incurred for financing were directly included in the initial
measurement of the syndicated loan. Liabilities to banks amount to EUR 68,350 thousand (2008:
EUR 120,867 thousand) as of the balance sheet date.



In February 2010, additional loan redemptions of EUR 20.9 million were made by payments by the
shareholders which increased the Company’s equity. In the course of the sale of Sovello AG to an
investor on April 22, 2010, extensive debt relief of the Company and additional equity payments
from the new shareholder were made. A reduction of the loan to EUR 15 million was agreed with the
syndicated banks. The complete repayment will be made by December 30, 2010. We also refer to our
comments in section 4.11. Subsequent events.




Annex 1.5 / 25









 








3.11.2. Shareholders‘ loans



To provide liquidity to Sovello, the shareholders made additional loans of EUR 27 million in 2009.
The allocation of loan amounts to the shareholders was shared equally, however, the loans from
Evergreen were made in US dollars. With several amendments, all shareholders‘ loans were extended
until June 30, 2010 and interest was deferred until the maturity of the respective loan amounts.
Accrued interest payables totalled EUR 9,386 thousand (2008: EUR 21 thousand) as of the balance
sheet date.



In June 2009, the shareholders declared an unlimited subordination regarding their claims for
repayment of the loans and for payment of already accrued and future interest behind all current
and future receivables of other creditors of the Company.



Further information will be found in Note 4.2. Related party disclosures and Note 4.11. Subsequent
events.




Trade payables




	 	 	 	 	 	 	 	 	 
	(In thousands of EUR)	 	Dec 31, 09	 	 	Dec 31, 08	 
	Payables to third parties
	 	 	20,324	 	 	 	32,234	 
	Payables to shareholders
	 	 	4,453	 	 	 	1,796	 
	 	 	 	 	 	 	 	 
	Total
	 	 	24,777	 	 	 	34,030	 
	 	 	 	 	 	 	 	 





Information on payables to shareholders will be found in Note 4.2. Related party disclosures.



All trade payables are due within one year from the reporting date.



Foreign currency payables are translated on initial recognition at the historical rate of exchange
and subsequently at the applicable year-end rate. At December 31, 2009, foreign currency payables
amounted to EUR 1,199 thousand (2008: EUR 4,957 thousand).




Annex 1.5 / 26









 








3.13. Deferred federal and state investment grants



Deferred federal and state investment grants consist of taxable state investment grants and
tax-free federal investment grants received or receivable by the Company.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Dec 31, 2009	 	 	Dec 31, 2008	 
	 	 	 	 	 	 	Non-	 	 	 	 	 	 	 	 	 	 	Non-	 	 	 	 
	(In thousands of EUR)	 	Current	 	 	current	 	 	Total	 	 	Current	 	 	current	 	 	Total	 
	Federal investment grants
	 	 	5,316	 	 	 	22,334	 	 	 	27,650	 	 	 	4,741	 	 	 	26,983	 	 	 	31,724	 
	State investment grants
	 	 	3,305	 	 	 	15,837	 	 	 	19,142	 	 	 	3,346	 	 	 	18,388	 	 	 	21,734	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total
	 	 	8,621	 	 	 	38,171	 	 	 	46,792	 	 	 	8,087	 	 	 	45,371	 	 	 	53,458	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





The Company has received notifications concerning grants for production lines 1 and 2. In 2008, the
European Commission commenced two formal investigations under the provisions of the EC Treaty on
governmental financial assistance.



One of the two investigations, which was concerned with the financial assistance rules for
combining investment projects by the Company, ended with a decision from June 17/July 20, 2009 and
approval of the federal and state investment grants without reduction of the rate of aid. The
corresponding grants (state investment grant: EUR 17,220 thousand; federal investment grant:
EUR 13,223 thousand) were paid to the Company in 2009.



A second investigation was concerned with financial assistance designed for smaller and
medium-sized enterprises (SME). The so called SME-bonus was granted to the Company in 2006. On
January 27, 2010, the European Commission announced its negative decision. Due to the repayment
obligation, unamortized federal and state investment grants of EUR 6,628 thousand were reclassified
in the balance sheet from Deferred federal and state investment grants to Accrual for the
repayment of federal and state investment grants as of the balance sheet date. We refer to our
explanations in section 3.14. Accrual for the repayment of federal and state investment grants.



For the expansion of the production plant in Bitterfeld-Wolfen by a third production line, the
Company applied for notification, in order to obtain an approval for the proposed federal
investment grants for this line. If the conditions underlying the application change before the
approval of the application by the EU bodies, it could have an impact on the amount of the expected
investment grants.



Generally, the disbursement of outstanding funds depends on whether the disbursing institutions
(EU, the federal government, the state of Saxony-Anhalt) have the funds available and whether the
funds were included in the budget (federal government, State of Saxony-Anhalt). Furthermore,
certain conditions are attached to the granting of this financial assistance which must be complied
with, in some cases over periods of several years.








Annex 1.5 / 27









 








3.14. Accrual for the repayment of federal and state investment grants



The accrual for the repayment of federal and state investment grants of EUR 11,462 thousand refers
to repayment obligations of federal and state investment grants, including interest. In June 2008,
the European Commission started a formal investigation of the Company regarding financial
assistance designed for smaller and medium-sized enterprises (SME). Sovello had been granted an
SME-bonus of approximately EUR 9.6 million in 2006. On January 27, 2010, the European Commission
announced that the relevant subsidies were not compatible with the European state aid law and
therefore should be refunded. The recorded accrued liabilities, which are short-term in nature,
lead to a burden of the 2009 net income in the amount of EUR 4,834 thousand, for amounts previously
amortized into income (EUR 2.903 thousand) and related interest charges (EUR 1.931 thousand). We
refer to our comments in Note 4.11. Subsequent events.




3.15. Other provisions



Details of other provisions are set forth in the following table:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Product	 	 	Individual	 	 	 	 
	(In thousands of EUR)	 	warranty	 	 	risks	 	 	Total	 
	Balance at Jan 1, 2009
	 	 	1,959	 	 	 	1,173	 	 	 	3,132	 
	Amounts added
	 	 	27	 	 	 	0	 	 	 	27	 
	Amounts used
	 	 	0	 	 	 	354	 	 	 	354	 
	Unused amounts reversed
	 	 	0	 	 	 	388	 	 	 	388	 
	 
	 	 	 	 	 	 	 	 	 
	Balance at Dec 31, 2009
	 	 	1,986	 	 	 	431	 	 	 	2,417	 
	 
	 	 	 	 	 	 	 	 	 
	Of which current
	 	 	631	 	 	 	431	 	 	 	1,062	 
	 
	 	 	 	 	 	 	 	 	 
	Of which non-current
	 	 	1,355	 	 	 	0	 	 	 	1,355	 
	 
	 	 	 	 	 	 	 	 	 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Product	 	 	Individual	 	 	 	 
	(In thousands of EUR)	 	warranty	 	 	risks	 	 	Total	 
	Balance at Jan 1, 2008
	 	 	2,110	 	 	 	2,500	 	 	 	4,610	 
	Amounts added
	 	 	658	 	 	 	0	 	 	 	658	 
	Amounts used
	 	 	160	 	 	 	1,327	 	 	 	1,487	 
	Unused amounts reversed
	 	 	649	 	 	 	0	 	 	 	649	 
	 
	 	 	 	 	 	 	 	 	 
	Balance at Dec 31, 2008
	 	 	1,959	 	 	 	1,173	 	 	 	3,132	 
	 
	 	 	 	 	 	 	 	 	 
	Of which current
	 	 	735	 	 	 	1,173	 	 	 	1,908	 
	 
	 	 	 	 	 	 	 	 	 
	Of which non-current
	 	 	1,224	 	 	 	0	 	 	 	1,224	 
	 
	 	 	 	 	 	 	 	 	 




The product warranty provisions for solar modules are set up in the amount of 0.71% of the
warranty-affected sales revenue, the resulting amount being discounted back to the reporting date
allowing for the probability of a warranty claim occurring. The calculations reflect the five-year
workmanship warranty and the twenty-five-year





Annex 1.5 / 28









 







performance warranty. In light of the Company’s
relatively short history little information is available about the performance of the solar modules
over a 25-year period. Measurement of the provisions is therefore based on management estimates,
taking industry experience into account.



The provision for individual risks relates to expected payments under the Sales Representative
Agreement, and represents the residual risk arising from a single warranty case which arose in
2007.




3.16. Other financial liabilities



Other financial liabilities in the amount of EUR 429 thousand (2008: EUR 1,147 thousand) consist of
the negative market values of derivative financial instruments. These financial instruments are
interest rate swaps entered into to hedge interest rate movement exposure in connection with the
variable interest rate syndicated loan. The swaps exchange variable for fixed rate interest
payments. The notional principal amounts, terms and maturity dates match those of the hedged items.
The hedging relationships are therefore treated as cash flow hedges.




3.17. Current income tax liabilities



Current income tax liabilities comprise the corporation income tax and municipal trade tax payable
by the Company.




3.18. Other liabilities



Details of other liabilities are shown below:




	 	 	 	 	 	 	 	 	 
	(In thousands of EUR)	 	Dec 31, 09	 	 	Dec 31, 08	 
	Bonuses
	 	 	1,449	 	 	 	2,549	 
	Other personnel-related obligations
	 	 	781	 	 	 	941	 
	Unused vacation entitlements and overtime pay
	 	 	592	 	 	 	721	 
	Other payables
	 	 	220	 	 	 	110	 
	 
	 	 	 	 	 	 
	Total
	 	 	3,042	 	 	 	4,321	 
	 
	 	 	 	 	 	 
	Of which current
	 	 	2,925	 	 	 	4,244	 
	 
	 	 	 	 	 	 
	Of which non-current
	 	 	117	 	 	 	77	 
	 
	 	 	 	 	 	 




Other personnel-related obligations consist primarily of payables for wage tax, church tax and
social security contributions, contributions to the statutory occupational accident insurance and
the penalty for not employing the required proportion of seriously disabled persons.





Annex 1.5 / 29









 








3.19. Additional disclosures on financial instruments



The following table shows the carrying amounts by measurement category according to IAS 39 and the
fair values by class of financial assets and liabilities:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2009	 		 	 		 	 	Amount reported (IAS 39)	 	 	 	 	 	 	 
	 	 	Measure-	 	 	Carrying	 	 		 	 	 	 	 	 	 
	 	 	ment	 	 	amount	 	 	 	 	 	 	Fair value,	 	 	Fair Value	 	 	Amount	 	 	Fair value	 
		 	category	 	 	Dec 31,	 	 	Amortized	 	 	recognized	 	 	through	 	 	reported,	 	 	Dec 31,	 
	(In thousands of EUR)	 	(IAS 39)	 	 	2009	 	 	cost	 	 	in equity	 	 	profit or loss	 	 	cash	 	 	2009	 
	Assets
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Trade receivables
	 	LaR	 	 	10,320	 	 	 	10,320	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	10,320	 
	Other non-derivative financial assets
	 	LaR	 	 	595	 	 	 	595	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	595	 
	Financial assets not classifiable under an IAS 39 category:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Cash and cash equivalents
	 	 	n.a.	 	 	 	24,267	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	24,267	 	 	 	24,267	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Liabilities
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Financial liabilities
	 	FLAC	 	 	241,802	 	 	 	241,802	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	241,748	 
	Trade payables
	 	FLAC	 	 	24,777	 	 	 	24,777	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	24,777	 
	Derivative financial liabilities (with a hedging relationship)
	 	 	n.a.	 	 	 	429	 	 	 	0	 	 	 	429	 	 	 	0	 	 	 	0	 	 	 	429	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Of which, aggregated by IAS 39 measurement category:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loans and receivables (LaR)
	 	 	 	 	 	 	10,915	 	 	 	10,915	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	10,915	 
	Financial liabilities measured at amortized cost (FLAC)
	 	 	 	 	 	 	266,579	 	 	 	266,579	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	266,525	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2008	 		 	 		 	 	Amount reported (IAS 39)	 	 	 	 	 	 	 
	 	 	Measure-	 	 	Carrying	 	 		 	 	 	 	 	 	 
	 	 	ment	 	 	amount	 	 	 	 	 	 	Fair value,	 	 	Fair Value	 	 	Amount	 	 	Fair value	 
	 	 	category	 	 	Dec 31,	 	 	Amortized	 	 	recognized	 	 	through	 	 	reported,	 	 	Dec 31,	 
	(In thousands of EUR)	 	(IAS 39)	 	 	2008	 	 	cost	 	 	in equity	 	 	profit or loss	 	 	cash	 	 	2008	 
	Assets
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Trade receivables
	 	LaR	 	 	48,857	 	 	 	48,857	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	48,857	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Derivative financial assets (without a hedging-relationsship)
	 	FAHfT	 	 	2,601	 	 	 	0	 	 	 	0	 	 	 	2,601	 	 	 	0	 	 	 	2,601	 
	Other financial assets
	 	LaR	 	 	85	 	 	 	85	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	85	 
	Financial assets not classifiable under an IAS 39 category:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Cash and cash equivalents
	 	 	n.a.	 	 	 	11,525	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	11,525	 	 	 	11,525	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Liabilities
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Financial liabilities
	 	FLAC	 	 	259,052	 	 	 	259,052	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	257,783	 
	Trade payables
	 	FLAC	 	 	34,030	 	 	 	34,030	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	34,030	 
	Derivative financial liabilities (with a hedging relationship)
	 	 	n.a.	 	 	 	1,147	 	 	 	0	 	 	 	1,147	 	 	 	0	 	 	 	0	 	 	 	1,147	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Of which, aggregated by IAS 39 measurement category:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loans and receivables (LaR)
	 	 	 	 	 	 	48,942	 	 	 	48,942	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	48,942	 
	Financial assets held for trading (FAHfT)
	 	 	 	 	 	 	2,601	 	 	 	0	 	 	 	0	 	 	 	2,601	 	 	 	0	 	 	 	2,601	 
	Financial liabilities measured at amortized cost (FLAC)
	 	 	 	 	 	 	293,082	 	 	 	293,082	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	291,813	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




Trade receivables and trade payables, and other financial assets, have short maturities. Carrying
amounts at the reporting date thus approximate to the fair values.



The fair values of the liabilities to banks and the shareholders’ loans included in financial
liabilities were arrived at by calculating the present values of the payments associated with the
liabilities, based on the applicable yield curve and the company-specific credit spread.



The market values of the interest rate swaps were arrived at by discounting the expected future
cash flows over the residual terms of the contracts based on current market interest rates and the
yield curve (level 3 according to valuation hierarchy of IAS 39).








Annex 1.5 / 30









 








4 Other explanatory comments




4.1. Capital management



In 2009, the capital management of Sovello was specifically characterized by efforts to ensure
sustained liquidity. Due to the ongoing negotiations with syndicated banks and the restriction of
credit lines together with the drastically worsening market conditions, the Company faced
significant financial risks in 2009. The financing of the Company was maintained by cash
contributions by the shareholders, improved working capital management and the introduction of
comprehensive measures to reduce costs.



In April 2010, Sovello AG was sold to an investor. In the course of this transaction, sufficient
capital was provided by the new shareholder in the form of equity contributions and shareholder’s
loan, which is partly used to decrease the external financing. A corresponding agreement with the
syndicated banks and another financing bank has been achieved and implemented. Loans granted by the
former shareholders were converted into equity of the Company in the course of the change in
ownership. As a result of these measures, there is now a solid capital structure, which can be
mainly characterized by strengthened equity, a significant decline in debt and a share of
governmental support. We refer to our comments in Note 4.11. Subsequent events.



The table below shows the balance sheet total, the economic equity, defined as reported equity
adjusted for the impact of government support deferred in the balance sheet, in both absolute
figures and as a percent of the balance sheet total, and the net financial liabilities (financial
liabilities minus cash and cash equivalents):




	 	 	 	 	 	 	 	 	 
	(In thousands of EUR)	 	Dec 31, 09	 	 	Dec 31, 08	 
	Balance sheet total
	 	 	398,288	 	 	 	467,145	 
	Equity
	 	 	63,970	 	 	 	107,796	 
	Equity in per cent of balance sheet total
	 	 	16.1	 	 	 	23.1	 
	Net indebtedness
	 	 	217,535	 	 	 	247,527	 






4.2. Related party disclosures



Parties related to Sovello include its three shareholders Evergreen, Q-Cells and REC, as they
jointly control Sovello. Related parties also include the members of the Management Board and
Supervisory Board and close members of the families and domestic partners of these individuals. The
authorized representatives of the Company and their family members and domestic partners were
identified as key employees and are also considered related parties.



All transactions with related parties are conducted on an arm’s length basis.







Annex 1.5 / 31









 







The Company has an agreement with Evergreen for the distribution of its products (solar modules) on
a commission basis. For distributing the products Evergreen is paid a sales-based commission. The
agreement was made for an initial term of three years and is renewed automatically for successive
periods of one year unless terminated by giving one year’s notice. The bad debt and product
warranty risks remain with Sovello.



Purchases and sales of silicon and other raw materials take place regularly between Sovello and its
shareholders to cover ongoing requirements. Sovello has a long-term supply agreement for silicon
with a wholly-owned subsidiary of REC to assure being supplied with silicon for a period of more
than five years. Further information will be found in Note 3.5. Advance payments.



Sovello also has license and technology transfer agreements with the shareholders which grant
Sovello, among other things, the right to use newly developed technologies.



In addition, loan agreements exist with the shareholders, which are partly in USD for Evergreen.
The carrying value of all loans as of December 31, 2009 amounts to EUR 164 million, of which EUR 27
million were newly issued in 2009. Interest rates vary between 5.43 and 7% p. a. Due to several
amendments, all loans mature on June 30, 2010. In addition, interest payments for all loans were
also deferred until the final maturity of the loan amounts, to the extent that such terms were not
already contractually agreed as such. Accrued interest as of December 31, 2009 was EUR 9,368
thousand. In June 2009, the shareholders declared an unlimited subordination regarding their claims
for repayment of the loans and for payment of already accrued and future interest behind all
current and future receivables of other creditors of the Company. We refer to our comments in Note
4.11. Subsequent events.



At December 31, 2009, Sovello had trade receivables from Evergreen amounting to EUR 1,475 thousand
(2008 EUR 46,850 thousand). Sovello owed Evergreen EUR 3,890 thousand (2008 EUR 1,343 thousand) for
trade payables and EUR 57,923 thousand (2008 EUR 46,870 thousand) for loans. Sovello realized gains
of EUR 29,495 thousand (2008 EUR 213,971 thousand) from the sale of goods (mainly modules) and
billing of costs. The expenses in 2009 amounted to EUR 272 thousand (2008 EUR 2,011 thousand) for
purchases of goods and/or services and costs billed, EUR 0 thousand (2008 EUR 50 thousand) for the
transfer of research and development services and EUR 4,929 thousand (2008 EUR 7,711 thousand)
under license agreements. Interest and similar expenses in 2009 amounted to EUR 3,169 thousand
(2008 EUR 2,236 thousand). Regarding expenses and income for one individual guarantee case relating
to the sales representative agreement, we refer to the development of other provisions in section
3.16 of these notes.



Trade receivables from Q-Cells at December 31, 2009, amounted to EUR 24 thousand (2008 EUR 0
thousand). Sovello owed Q-Cells at December 31, 2009, EUR 601 thousand (2008 EUR 453 thousand) for
trade payables and EUR 57,781 thousand (2008 EUR 45,659 thousand) for loans. Q-Cells supplied raw
materials for EUR 0 thousand (2008 EUR 3,359 thousand) in 2009, while Sovello supplied raw and
other materials to Q-Cells for EUR 0 thousand (2008 EUR 3,070 thousand).




Annex 1.5 / 32









 







Gains on other services
and cost billings in 2009 amounted to EUR 60 thousand
(2008 EUR 131 thousand). In 2009 expenses for research and development services amounted to EUR 0
thousand (2008 EUR 597 thousand) and for purchased services and cost billings EUR 750 thousand
(2008 EUR 1,169 thousand). Interest and similar expenses in 2009 amounted to EUR 3,129 thousand
(2008 EUR 2,208 thousand).



At December 31, 2009, Sovello owed REC EUR 57,748 thousand (2008 EUR 45,656 thousand) for loans.
Interest and similar expenses in 2009 amounted to EUR 3,092 thousand (2008 EUR 2,205 thousand).




The members of the Management Board in 2009 were:




Dr. Theodor Scheidegger, Computer Scientist, Chief Executive Officer,

Hans-Joerg Axmann, Engineer, Chief Technology Officer,

Joerg Baumheuer, Engineer, Chief Operating Officer,

Christian Langen, Businessman, Chief Sales and Marketing Officer.




The members of the Supervisory Board in 2009 were:




Richard M. Feldt, Engineer, Chief Executive Officer of Evergreen, Chairman,

Anton Milner, Engineer, Chief Executive Officer of Q-Cells, Vice Chairman

Dr. Nedim Cen, Businessman and Engineer, Chief Finance Officer Q-Cells, (from August 10, 2009),

John Andersen, Businessman (MBA), Chief Operating Officer of REC,

Terje Pilskog, Businessman (MBA), Vice President Business Development REC (from May 7, 2009),

Michael El-Hillow, Businessman (MBA), Chief Financial Officer of,

Mandy Hildebrandt, Mechatronics Technician, technical employee process development Sovello,

Norbert Krebs, Technician, Shift Leader, Sovello,

Sandra Seidewitz, Process technologist, Customer Service Sovello,

Erik Thorsen, Businessman (MBA), former CEO REC (until April 21, 2009),

Dr. Hartmut Schuening, Businessman, former CFO Q-Cells (until August 7, 2009).



Information on the remuneration of the members of the Management Board and the Supervisory Board
will be found in Note 4.7. Remuneration of the Members of the Management Board and the Supervisory
Board.



One member of the Management Board and one authorized representative of the Company received solar
modules of a total of EUR 400 thousand (2008: EUR 0 thousand) within the framework of the employee
sale in 2009.



Sovello has a business relationship involving services with an enterprise owned by an individual
having a related-party relationship with a member of Sovello’s Supervisory Board. In 2009 this
enterprise performed services for Sovello for EUR 875 thousand (2008 EUR 2,327 thousand). At
December 31, 2009, payables arising from this relationship amounted to EUR 0 thousand (2008 EUR 392
thousand).




Annex 1.5 / 33









 








4.3. Financial risk management




4.3.1. Financial risk factors



The focus of the financial risk management is on securing liquidity for operations and the medium-
and long-term growth of the Company. Also, Sovello’s business activities expose it to risks from
fluctuations in interest rates and exchange rates, and to credit risk. Financial risk management
aims to limit these risks by ongoing operational and finance-oriented activities. For this purpose,
selected derivative hedge instruments and other appropriate measures are used, depending on the
assessment of the risk. Generally, Sovello hedges only risks affecting its cash flows. Derivatives
are employed only as hedging instruments, i.e. they are not used for trading or other speculative
purposes.



The fundamentals of Sovello’s financial policies are established by the Management Board and
overseen by the Supervisory Board. Responsibility for ongoing risk management lies with Sovello’s
finance department.




     4.3.1.1. Liquidity risk


The liquidity risk presents the risk that the Company is not able to meet its financial
obligations, such as interest payments and redemption of financial debts, payment of trade payables
and other existing liabilities.



2009 was characterized by ongoing negotiations with lending banks about the restructuring of the
syndicated loans. The securing of liquidity of the Company was made in the past twelve months by
further contributions from the shareholders in form of loans (EUR 27 million) and loan payments on
behalf of the company (EUR 18.5 million) as well as by systematic cost reductions and improved
working capital management by the Company. Among others, the basis for this was a weekly updated
monitoring of cash flows by management with a detailed liquidity plan for a planning horizon of 24
months. We also refer to our explanations in section 4.11. Subsequent events of these notes.



As of December 31, 2009, cash and cash equivalents of Sovello amounted EUR 24,267 thousand (2008
EUR 11,525 thousand), of which EUR 2,778 thousand was not available for use by the Company. We
refer to our explanations in section 3.9. Cash and cash equivalents of these notes.





Annex 1.5 / 34









 







The following tables show the contractual fixed interest and redemption payments from financial
liabilities including derivative financial instruments with a negative present value as of
December 31, 2009 and December 31, 2008. Net interest payments are stated for interest rate swap
transactions and the undiscounted cash flows for the next business years are stated for other
financial obligations. All financial instruments that existed as of the balance sheet date and that
were subject to contractual agreed payments, were included. Target figures for future new
liabilities are not included. Variable interest payments were calculated based on the interest
rates, which were lastly fixed before December 31, 2009 or, in the case of the interest rate swaps,
under consideration of the yield curve. Repayable financial liabilities are always assigned to the
earliest possible time period.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	2015	 
	Dec 31, 2009	 	 	 	 	 	 	 	 	 	2012	 	 	and	 
	(In thousands of EUR)	 	2010	 	 	2011	 	 	-2014	 	 	beyond	 
	Non-derivative financial liabilities
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Bank debt
	 	 	69,543	 	 	 	0	 	 	 	0	 	 	 	0	 
	Shareholders’ loans
	 	 	178,319	 	 	 	0	 	 	 	0	 	 	 	0	 
	Trade payables
	 	 	24,777	 	 	 	0	 	 	 	0	 	 	 	0	 
	Derivative financial liabilities
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Interest rate swaps
	 	 	429	 	 	 	0	 	 	 	0	 	 	 	0	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	2014	 
	Dec 31, 2008	 	 	 	 	 	 	 	 	 	2011	 	 	and	 
	(In thousands of EUR)	 	2009	 	 	2010	 	 	-2013	 	 	beyond	 
	Non-derivative financial liabilities
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Bank debt
	 	 	89,334	 	 	 	38,783	 	 	 	0	 	 	 	0	 
	Shareholders’ loans
	 	 	7,315	 	 	 	146,594	 	 	 	0	 	 	 	0	 
	Trade payables
	 	 	34,030	 	 	 	0	 	 	 	0	 	 	 	0	 
	Derivative financial liabilities
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Interest rate swaps
	 	 	990	 	 	 	244	 	 	 	0	 	 	 	0	 






     4.3.1.2. Exchange rate risk


Movements in exchange rates can give rise to unwanted and unforeseeable fluctuations in profits and
cash flows. The currency risks to which Sovello is exposed arise mainly from its operating
activities, as products are exported to the US and certain raw and other materials are purchased in
US dollars. Furthermore, in 2008 part of the shareholder loans was in US dollars. Transactions in
other currencies are not significant.





Annex 1.5 / 35











 





Currency risks are evaluated regularly by comparing the expected cash inflows and outflows in
US dollars. The time horizon considered is usually twelve months. The focus in this process is on
natural hedging of the US dollar inflows and outflows arising from the underlying purchase and
sales agreements. If there is a net risk position in US dollars Sovello considers the use of
currency hedges to reduce the economic risk, depending on what movements are expected in the
exchange rate. In 2008 and 2009 the Company entered into a number of forward exchange contracts to
hedge net US dollar positions arising from the sale of solar modules in US dollars, which were due
before the balance sheet date. These contracts do not meet IAS 39 criteria for hedge accounting.
Gains or losses on the measurement of the forward exchange contracts as of the balance sheet day of
the previous year are recognized in profit or loss. Further information will be found in
Note 4.3.2. Disclosures on derivative financial instruments and hedging.




The carrying amounts of the financial assets and liabilities in foreign currencies represent the
foreign currency exposure at the year end. There were no currency hedges at the balance sheet day.




The following table gives an overview of the financial instruments denominated in US dollars at
December 31, 2009 and 2008:




	 	 	 	 	 	 	 	 	 
	(In thousands of EUR)	 	Dec 31, 09	 	 	Dec 31, 08	 
	 
	Cash and cash equivalents
	 	 	3,314	 	 	 	5,495	 
	Trade receivables
	 	 	324	 	 	 	24,203	 
	Positive fair values from derivative
financial instruments
(foreign exchange forward contracts)
	 	 	0	 	 	 	2,601	 
	Trade payables
	 	 	892	 	 	 	4,796	 
	Financial liabilities (shareholders’ loans)
	 	 	26,294	 	 	 	16,870	 






Sensitivity analyses are performed firstly on the net position of the original financial
instruments in US dollars. The currency risk is arrived at by multiplying the unhedged currency
positions by a 10% upward or downward movement in the USD/EUR exchange rate.




In addition, an analysis of sensitivity to exchange rate movements was performed in the previous
year on the forward exchange contracts, because they were not within a hedging relationship meeting
the criteria of IAS 39 and changes in the exchange rate for the US dollar underlying the contracts
affect operating profit or loss (gain or loss on fair value adjustments).




Annex 1.5 / 36





 









 








A 10% decrease in the value of the US dollar versus the euro at December 31, 2009, would have
increased the net income of 2009 by EUR 1,813 thousand (2008 EUR 1,400 thousand). Of this
effect,EUR 0 thousand (2008 EUR 2,019 thousand) would have been attributable to the forward
exchange contracts and EUR 1,813 thousand (2008 EUR -618 thousand) to the original financial
instruments. A 10% increase in the value of the US dollar versus the euro would have decreased the
net income by EUR 1,813 thousand (2008 EUR 1,850 thousand). Of this effect, EUR 0 thousand (2008
EUR -2,468 thousand) would have been attributable to the forward exchange contracts and EUR -1,813
thousand (2008 EUR 618 thousand) to the original financial instruments.



          4.3.1.3. Interest rate risk



Sovello is exposed to interest rate risks because of its variable rate financial liabilities. It
reduces these risks partly by using interest rate swaps which exchange the variable interest rate
for a fixed rate of 4.655%. The carrying amount of the variable rate financial liabilities at the
reporting date was EUR 68,079 thousand (2008 EUR 120,036 thousand).




In 2007, to hedge its exposure to the risk of interest rate movements, the Company entered into
interest rate swaps having an initial total notional principal amount of EUR 90,000 thousand and
terms running until September 30, 2010. The notional principal amounts, terms and maturity dates
match those of a portion of the liabilities. These hedging relationships are designated as cash
flow hedges. The Company applies the hedge accounting rules of IAS 39.




In accordance with IFRS 7 interest rate risks are presented by means of sensitivity analyses. These
sensitivity analyses show how profit or loss or equity would have been affected by changes in
market interest rates. The sensitivity analyses are prepared using the following assumptions:




In the case of original financial instruments with fixed interest rates, changes in market interest
rates affect profit or loss only where the financial instruments are measured at fair value.
Financial instruments with fixed interest rates which are measured at amortized cost do not
therefore expose the Company to the risk of interest rate movements.




In the case of original financial instruments with variable interest rates which are not designated
as hedged items within a cash flow hedging relationship, changes in market interest rates affect
profit or loss and are therefore to be included in the interest rate sensitivity analysis (cash
flow risk) under IFRS 7. An increase (decrease) of 100 basis points in the market interest rate at
December 31, 2009, would have decreased (increased) the profit for 2009 by EUR 611 thousand (2008
EUR 278 thousand).




Annex 1.5 / 37





 









 








In the case of financial instruments designated as cash flow hedges, changes in market interest
rates affect the accumulated other comprehensive income component of equity, and are therefore
included in the fair value sensitivity analyses. A decrease of 100 basis points in the market
interest rate at December 31, 2009, would have decreased equity by EUR 36 thousand (2008 EUR 217
thousand); an increase of 100 basis points would have increased it by EUR 41 thousand (2008 EUR 293
thousand).



          4.3.1.4. Other price risks



As part of the presentation of market risks, IFRS 7 also requires disclosures on how changes in
risk variables would have affected the prices of financial instruments. Such risk variables include
stock exchange prices and indices.




At the reporting date Sovello held no financial instruments of relevance.



          4.3.1.5. Credit risk



The risk of a loss arising from financial assets consists of the possibility of default by a
counterparty. The maximum credit risk exposure is thus the carrying amount of the relevant asset.




To reduce the risk of losses from counterparty default, Sovello obtains credit reports on the
counterparty or evaluates historical data on the business relationship, in particular the payment
record. Letters of credit or payment in advance are agreed with the counterparty where appropriate.
Furthermore, trade credit insurances within the scope of subscribed credit limits were taken out
for individual customers in the business year 2009. Net receivables of EUR 888 thousand from the
total of all trade receivables in the amount of EUR 10,320 thousand were insured for the full
amount against default risks. So far, allowances on receivables were only necessary on a limited
basis.




Sovello enters into financial transactions only with counterparties having a satisfactory credit
rating, so the risk of loss is considered to be minor.




Annex 1.5 / 38






 









 








4.3.2. Disclosures on derivative financial instruments and hedging




To hedge its exposure to the risk of interest rate movements arising from the variable interest
rate syndicated loan, the Company entered into interest rate swaps having an initial total notional
principal amount of EUR 90,000 thousand and terms running until September 30, 2010 (cash flow
hedge). The variable interest rate Tranche A of the syndicated loan was designated as the hedged
item. The object of the hedging was to transform the variable interest rate bank loan into a fixed
interest rate financial liability. At the reporting date the notional principal amount of the
interest rate swaps was EUR 22,500 thousand (2008 EUR 52,500 thousand). The negative market value
of EUR -429 thousand (2008 EUR -1,147 thousand) is included under current (2008: non-current) other
financial liabilities.




As in 2008, the cash flow hedge had an effectiveness of 100%, and can thus be treated as an
effective hedge. At the reporting date, therefore, the unrealized loss of EUR 330 thousand after
deferred tax (2008 EUR 883 thousand) was recognized in equity. The change in fair value after
deferred taxes amounted in the business year to EUR 553 thousand (2008: EUR -756 thousand).




Besides the forward exchange contracts existing from the previous year, the Company entered into
additional forward exchange contracts in 2009 with terms ending no later than dates in November
2009 to hedge its exposure to the risk of exchange rate movements arising from the sale of solar
modules in US dollars. As of December 31, 2009, all contracts have been exercised. These contracts
did not meet the IAS 39 criteria for hedge accounting. The total nominal amount of the forward
exchange contracts at December 31, 2008 was USD 40 million. The market value of EUR 2,601 thousand
was included under current other financial assets in the previous year. In the previous year, the
profits from the market valuation of the forward exchange contracts were recorded under other
operating income in the statement of comprehensive income.




     4.4. Contingent liabilities and provision of security



The conditions attaching to taxable state investment grants require Sovello among other things to
comply with an employment guarantee. This obligates Sovello to assure jobs at Bitterfeld-Wolfen for
a period of five years from the beginning of the relevant period during which the funds may be used
only for the specified purpose.




Annex 1.5 / 39





 









 








Collateral has been provided for the syndicated loan in the form of all material assets of Sovello.
Collateralization consists principally in the transfer of ownership by way of security of the
non-current and current assets, blanket assignment of all trade receivables and assignment of all
entitlements to federal and state investment grants. Also, land charges (security in real estate)
amounting to EUR 112,000 thousand have been entered in the land register. In connection with the
supplementary agreement of September 2008 to the syndicated loan agreement the Company has
undertaken to create a further land charge in the amount of EUR 60,000 thousand,which has not yet
been entered in the land register. Under the loan agreement, Sovello is not permitted to provide
security for any other financial liabilities that would involve charging present or future assets,
or to allow such security to exist. Exceptions to this rule include statutory or contractual liens
arising in the normal course of business, and the customary retentions of title.




4.5. Other financial commitments




Other financial obligations comprise contracts for the future supply of goods and/or services,
non-cancelable operating leases and purchase commitments for capital expenditures on production
expansion.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	2015	 	 	Total	 
	 	 	 	 	 	 	2011	 	 	and	 	 	Dec 31,	 
	(In thousands of EUR)	 	2010	 	 	-2014	 	 	beyond	 	 	2009	 
	 
	Long-term procurement
contracts for raw materials
	 	 	39,687	 	 	 	175,730	 	 	 	14,321	 	 	 	229,738	 
	Purchase orders for materials
	 	 	17,636	 	 	 	0	 	 	 	0	 	 	 	17,636	 
	Other long-term procurement
contracts
	 	 	15,094	 	 	 	27,757	 	 	 	3,785	 	 	 	46,636	 
	Purchase orders for services
	 	 	4,813	 	 	 	420	 	 	 	0	 	 	 	5,233	 
	Purchase commitments for
non-current assets
	 	 	4,468	 	 	 	0	 	 	 	0	 	 	 	4,468	 
	Operating leases
	 	 	121	 	 	 	82	 	 	 	0	 	 	 	203	 
	 	 	 
	Total
	 	 	81,819	 	 	 	203,989	 	 	 	18,106	 	 	 	303,914	 
	 	 	 






Annex 1.5 / 40





 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	2014	 	 	Total	 
	 	 	 	 	 	 	2010	 	 	and	 	 	Dec 31,	 
	(In thousands of EUR)	 	2009	 	 	-2013	 	 	beyond	 	 	2008	 
	 
	Long-term procurement
contracts for raw materials
	 	 	12,856	 	 	 	270,252	 	 	 	203,638	 	 	 	486,746	 
	Purchase orders for materials
	 	 	39,963	 	 	 	0	 	 	 	0	 	 	 	39,963	 
	Purchase commitments for
non-current assets
	 	 	36,543	 	 	 	0	 	 	 	0	 	 	 	36,543	 
	Other long-term procurement
contracts
	 	 	5,175	 	 	 	11,064	 	 	 	0	 	 	 	16,239	 
	Purchase orders for services
	 	 	2,555	 	 	 	754	 	 	 	0	 	 	 	3,309	 
	Operating leases
	 	 	152	 	 	 	175	 	 	 	0	 	 	 	327	 
	 	 	 
	Total
	 	 	97,244	 	 	 	282,245	 	 	 	203,638	 	 	 	583,127	 
	 	 	 






The expenses recognized in the income statement for operating leases amount to EUR 176 thousand
(2008 EUR 136 thousand).




4.6. Litigation




In 2008, the European Commission commenced two formal investigations under the provisions of the EC
Treaty on governmental financial assistance. One of the two investigations, which was concerned
with financial assistance rules of the combining of investment projects by the Company, ended with
approval of the federal and state investment grants without reduction of the rate of aid. A second
investigation was concerned with the approval for the Company of financial assistance designed for
smaller and medium-sized enterprises (SME). On January 27, 2010, the European Commission announced
its negative decision. The repayment obligation in the amount of EUR 11.5 million including
interest are recorded in accruals for the repayment of federal and state investment grants. We
refer to our explanations in sections 4.11. Subsequent events of these notes.




Other than the above, Sovello is not currently involved in any pending court or arbitration
proceedings that could have a material adverse affect on the Company’s financial position, cash
flows, liquidity or results of operations.




Annex 1.5 / 41





 









 








4.7. Remuneration of the members of the Management Board and the Supervisory Board




The remuneration of the members of the Management Board for 2009 and 2008 is as follows:




	 	 	 	 	 	 	 	 	 
	(In thousands of EUR)	 	2009	 	 	2008	 
	 
	Fixed compensation
	 	 	738	 	 	 	599	 
	Performance-related compensation
	 	 	298	 	 	 	433	 
	Termination benefits
	 	 	0	 	 	 	137	 
	Other compensation
	 	 	65	 	 	 	50	 
	 	 	 
	Total
	 	 	1,101	 	 	 	1,219	 
	 	 	 






Remunerations from performance-related compensation in the previous year decreased in 2009 by
EUR 222 thousand due to subsequent adjustments. Other compensation consists mainly of rent
allowances and non-cash benefits. All remuneration is of a short-term nature.




As in 2008, the members of the Supervisory Board received no remuneration for serving on the Board.
Reimbursement of travel and other expenses does not exceed the income tax exemption limits.




4.8. Number of employees




In 2009 the Company employed an average of 1,174 (prior year 1,087) persons. Employees at the
reporting date were working in the following areas:




	 	 	 	 	 	 	 	 	 
	 	 	Dec 31, 09	 	 	Dec 31, 08	 
	 
	Production
	 	 	1,004	 	 	 	1,110	 
	Administration
	 	 	108	 	 	 	50	 
	 	 	 
	Total
	 	 	1,112	 	 	 	1,160	 
	 	 	 






4.9. Other disclosures about the Company




Sovello’s activities comprise the development, manufacture and marketing of solar modules. Its
integrated production processes embrace the manufacture of solar wafers and solar cells, the
primary components of solar modules.




Sovello AG is listed in the commercial register of the Stendal District Court under HRB 8253. The
Company has its principal place of business at Sonnenallee 14-30, 06766 Bitterfeld-Wolfen (District
Thalheim), Germany.




Annex 1.5 / 42





 









 








The financial statements prepared in accordance with the provisions of the Commercial Code (HGB)
are obtainable at the Company’s principal place of business and are published in the Electronic
Federal Gazette.




Sovello is included in the consolidated financial statements of all three shareholders (by
Evergreen and Q-Cells using the equity method, and by REC using proportionate consolidation).
Information on the shareholdings will be found in Note 3.10. Equity.




4.10. Auditors‘ fees




The fees for the auditors of the annual financial statements, Deloitte & Touche GmbH
Wirtschaftspruefungsgesellschaft, Frankfurt/Main, including expense reimbursements that were
recognized as expenses in 2009 amounted to:





	a)	 	For audit services EUR 101 thousand (2008: EUR 98 thousand),
	 
	b)	 	For tax services EUR 20 thousand (2008: EUR 28 thousand),
	 
	c)	 	For other confirmatory or valuation services EUR 77 thousand (2008: EUR 193 thousand),
	 
	d)	 	For other services EUR 0 thousand (2008: EUR 1 thousand).





4.11. Subsequent events




Sale of shares in Sovello AG




On March 23, 2010, the shareholders Evergreen Solar Inc., Q-Cells SE and REC ASA signed a contract
to sell 100% of their shares in Sovello AG to Ventizz Capital Fund IV, L.P. The transfer of the
shares was subject to the occurrence of various conditions, which were fully met at the time of
preparing the annual financial statements and the sale closed on April 22, 2010. Upon conclusion of
this transaction, Ventizz made cash contributions into the Company’s equity and in the form of a
new shareholder’s loan. The syndicated loan was reduced to a residual amount of EUR 15 million. The
complete repayment was agreed to be made by December 30, 2010. Furthermore, another loan in the
amount of EUR 10 million was made by Investitionsbank Sachsen-Anhalt. In the course of the
restructuring of the Company’s financing, further cash subsidies of the former shareholders were
made and the existing shareholder loans were converted to equity. As a result of the transaction,
the Company’s equity increased by approximately EUR 220 million. The financial liabilities were
decreased to a total of EUR 55 million.




As a part of this transaction, important business agreements were amended, which, in particular,
ensure the further use of the String-RibbonTM production procedure and the silicon
supply. The composition of the Supervisory Board of the Company has been changed accordingly. Due
to the transfer of all shares in the Company to a new shareholder, the existing tax loss carry
forwards are likely to be no longer available.




Annex 1.5 / 43







 









 








Investigation of the European Commission




In June 2008, the European Commission opened a formal investigation concerned with the approval for
the Company of financial assistance designed for smaller and medium-sized enterprises (SME).
Specifically, a so-called SME-Bonus was granted to the Company in 2006 in the amount of EUR 9.6
million. On January 27, 2010, the European Commission announced that the relevant subsidies were
not compatible with the European state aid law and should be refunded. In the first quarter of
2010, recovery orders were made by the respective grant donors in the amount of EUR 10.8 million,
including interest. The amounts were repaid in April 2010.




Furthermore, no material events with special significance occurred since the end of the business
year 2009 through the preparation of the annual financial statements.




4.12. Authorization for issue




The Management Board prepared the annual financial statements on                 , 2010 and thereby
authorized them for issuance for the purposes of IAS 10.




Bitterfeld-Wolfen,           , 2010




Sovello AG

The Management Board




	 	 	 	 	 	 	 

	 

	 	 	 	 	 	 
	Dr. Theodor Scheidegger

	 	 
	 	Hans-Joerg Axmann
	 	 
	Chief Executive Officer

	 	 	 	Chief Technology Officer	 	 
	 
	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 
	Joerg Baumheuer

	 	 	 	Christian Langen	 	 
	Chief Operating Officer

	 	 	 	Chief Marketing and Sales Officer	 	 






Annex 1.5
/ 44





 












 






Sovello AG,

Bitterfeld-Wolfen



IFRS Financial Statements



as at December 31, 2008



Translation; the German version prevails






 









 








Sovello AG




Income Statement for the years ended December 31,




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Notes	 	 	2008	 	 	2007	 
	(In thousands of EUR)	 	 	 	 	 	(unaudited)	 	 	(unaudited)	 
	Revenues
	 	 	2.1.	 	 	 	219,296	 	 	 	138,974	 
	Change in inventories of finished goods and work in progress
	 	 	 	 	 	 	3,952	 	 	 	4,820	 
	Own work capitalized
	 	 	2.2.	 	 	 	334	 	 	 	2,355	 
	Other operating income
	 	 	2.3.	 	 	 	10,754	 	 	 	4,859	 
	Cost of materials and services
	 	 	2.4.	 	 	 	-110,008	 	 	 	-77,179	 
	Personnel expenses
	 	 	2.5.	 	 	 	-37,835	 	 	 	-25,511	 
	Amortization, depreciation and impairment of intangible
assets and property, plant and equipment
	 	 	2.6.	 	 	 	-22,377	 	 	 	-11,417	 
	Other operating expenses
	 	 	2.7.	 	 	 	-31,440	 	 	 	-25,472	 
	Profit from operating activities
	 	 	 	 	 	 	32,676	 	 	 	11,429	 
	     
	Interest and similar income
	 	 	2.8.	 	 	 	867	 	 	 	770	 
	Interest and similar expense
	 	 	2.8.	 	 	 	-11,794	 	 	 	  -6,663	 
	Profit before tax
	 	 	 	 	 	 	21,749	 	 	 	5,536	 
	     
	Income tax expense
	 	 	2.10.	 	 	 	-4,365	 	 	 	-1,238	 
	Profit after tax
	 	 	 	 	 	 	17,384	 	 	 	4,298	 
	 






The accompanying notes are an integral part of these financial statements




Annex 1.1





 









 








Sovello AG




Balance Sheet




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Notes	 	 	Dec 31, 2008	 	 	Dec 31, 2007	 
	(In thousands of EUR)	 	 	 	 	 	(unaudited)	 	 	(unaudited)	 
	ASSETS
	 	 	 	 	 	 	 	 	 	 	 	 
	Non-current assets
	 	 	 	 	 	 	 	 	 	 	 	 
	Intangible assets
	 	 	3.1.	 	 	 	2,078	 	 	 	1,226	 
	Property, plant and equipment
	 	 	3.2.	 	 	 	258,716	 	 	 	177,230	 
	Advance payments
	 	 	3.5.	 	 	 	32,317	 	 	 	61,327	 
	Deferred tax assets
	 	 	3.3.	 	 	 	264	 	 	 	602	 
	Total
	 	 	 	 	 	 	293,375	 	 	 	240,385	 
	     
	Current assets
	 	 	 	 	 	 	 	 	 	 	 	 
	Inventories
	 	 	3.4.	 	 	 	32,219	 	 	 	22,094	 
	Advance payments
	 	 	3.5.	 	 	 	24,564	 	 	 	2,644	 
	Trade receivables
	 	 	3.6.	 	 	 	48,857	 	 	 	48,467	 
	Other financial assets
	 	 	3.7.	 	 	 	2,686	 	 	 	6	 
	Other assets
	 	 	3.8.	 	 	 	53,919	 	 	 	29,020	 
	Cash and cash equivalents
	 	 	3.9.	 	 	 	11,525	 	 	 	37,563	 
	Total
	 	 	 	 	 	 	173,770	 	 	 	139,794	 
	     
	Total assets
	 	 	 	 	 	 	467,145	 	 	 	380,179	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	EQUITY AND LIABILITIES
	 	 	 	 	 	 	 	 	 	 	 	 
	Equity
	 	 	 	 	 	 	 	 	 	 	 	 
	Share capital
	 	 	 	 	 	 	480	 	 	 	480	 
	Capital reserve
	 	 	 	 	 	 	90,627	 	 	 	90,627	 
	Revenue reserves
	 	 	 	 	 	 	48	 	 	 	0	 
	Accumulated other comprehensive income
	 	 	 	 	 	 	-883	 	 	 	-127	 
	Retained earnings
	 	 	 	 	 	 	17,524	 	 	 	188	 
	Total
	 	 	3.10.	 	 	 	107,796	 	 	 	91,168	 
	       
	Non-current liabilities
	 	 	 	 	 	 	 	 	 	 	 	 
	Borrowings
	 	 	3.11.	 	 	 	175,477	 	 	 	142,240	 
	Deferred federal and state investment grants
	 	 	3.13.	 	 	 	45,371	 	 	 	43,789	 
	Other provisions
	 	 	3.14.	 	 	 	1,224	 	 	 	1,540	 
	Deferred tax liabilities
	 	 	3.3.	 	 	 	606	 	 	 	0	 
	Other financial liabilities
	 	 	3.15.	 	 	 	1,147	 	 	 	165	 
	Other liabilities
	 	 	3.17.	 	 	 	77	 	 	 	12	 
	Total
	 	 	 	 	 	 	223,902	 	 	 	187,746	 
	     
	Current liabilities
	 	 	 	 	 	 	 	 	 	 	 	 
	Borrowings
	 	 	3.11.	 	 	 	83,575	 	 	 	57,276	 
	Trade payables
	 	 	3.12.	 	 	 	34,030	 	 	 	29,099	 
	Deferred federal and state investment grants
	 	 	3.13.	 	 	 	8,087	 	 	 	7,023	 
	Other provisions
	 	 	3.14.	 	 	 	1,908	 	 	 	3,070	 
	Current income tax liabilities
	 	 	3.16.	 	 	 	3,603	 	 	 	612	 
	Other liabilities
	 	 	3.17.	 	 	 	4,244	 	 	 	4,185	 
	Total
	 	 	 	 	 	 	135,447	 	 	 	101,265	 
	     
	Total liabilities
	 	 	 	 	 	 	359,349	 	 	 	289,011	 
	     
	Total equity and liabilities
	 	 	 	 	 	 	467,145	 	 	 	380,179	 
	 






The accompanying notes are an integral part of these financial statements




Annex 1.2





 









 








Sovello AG




Statement
of Changes in Equity for the years ended December 31, 2008 and 2007




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Accumulated	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	other compre-	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	hensive income	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Change in market	 	 	 	 	 	 	 
	 	 	 	 	 	 	Share	 	 	Capital	 	 	Revenue	 	 	value of hedging	 	 	Retained	 	 	Total	 
	(In thousands of EUR)	 	Notes	 	 	capital	 	 	reserve	 	 	reserves	 	 	instruments	 	 	earnings	 	 	equity	 
	Changes in 2007 (unaudited)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	Balance at January 1, 2007
	 	 	 	 	 	 	480	 	 	 	71,058	 	 	 	0	 	 	 	0	 	 	 	-4,110	 	 	 	67,428	 
	Net profit for the year
	 	 	 	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	4,298	 	 	 	4,298	 
	Change in market value of hedging
instruments (less deferred tax)
	 	 	 	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	-127	 	 	 	0	 	 	 	-127	 
	Shareholders’ payments into capital reserves
	 	 	 	 	 	 	0	 	 	 	19,569	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	19,569	 
	Balance at December 31, 2007
	 	 	 	 	 	 	480	 	 	 	90,627	 	 	 	0	 	 	 	-127	 	 	 	188	 	 	 	91,168	 
	             
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Changes in 2008 (unaudited)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	Balance as at January 31, 2008
	 	 	 	 	 	 	480	 	 	 	90,627	 	 	 	0	 	 	 	-127	 	 	 	188	 	 	 	91,168	 
	Net profit for the year
	 	 	 	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	17,384	 	 	 	17,384	 
	Transfer to the statutory reserve in
accordance with section 150 German Stock
Corporation Act
	 	 	 	 	 	 	0	 	 	 	0	 	 	 	48	 	 	 	0	 	 	 	-48	 	 	 	0	 
	Change in market value of hedging
instruments (less deferred tax)
	 	 	 	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	-756	 	 	 	0	 	 	 	-756	 
	Balance at December 31, 2008
	 	 	3.10.	 	 	 	480	 	 	 	90,627	 	 	 	48	 	 	 	-883	 	 	 	17,524	 	 	 	107,796	 
	               






	 	 	The accompanying notes are an integral part of these financial statements





Annex 1.3





 









 








Sovello AG




Cash Flow Statement for the years ended December 31,




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	2008	 	 	2007	 
	(In thousands of EUR)	 	Notes	 	 	(unaudited)	 	 	(unaudited)	 
	Profit before tax
	 	 	 	 	 	 	21,749	 	 	 	5,536	 
	Net interest expense
	 	 	2.8.	 	 	 	10,927	 	 	 	5,893	 
	Amortization, depreciation and impairment of intangible
assets and property, plant and equipment
	 	 	2.6.	 	 	 	22,377	 	 	 	11,417	 
	Amortization of deferred federal and state investment grants
	 	 	2.3.	 	 	 	-6,564	 	 	 	-4,150	 
	Change in other provisions
	 	 	3.14.	 	 	 	-1,478	 	 	 	4,053	 
	Other non-cash income and expenses
	 	 	 	 	 	 	1,115	 	 	 	330	 
	Change in inventories, trade receivables and other assets
	 	 	 	 	 	 	-38,085	 	 	 	-63,197	 
	Change in trade payables and other liabilities
	 	 	 	 	 	 	2,347	 	 	 	34,099	 
	Interest received
	 	 	 	 	 	 	867	 	 	 	770	 
	Income taxes paid
	 	 	 	 	 	 	-157	 	 	 	-214	 
	 
	Net cash provided by/used in operating activities
	 	 	4.1.	 	 	 	13,098	 	 	 	-5,463	 
	       
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Payments for investments in property, plant and equipment
and intangible assets (excluding borrowing costs
capitalized)
	 	 	3.1., 3.2.	 	 	 	-90,258	 	 	 	-82,933	 
	Proceeds from federal and state investment grants
	 	 	 	 	 	 	0	 	 	 	13,903	 
	Advance payments made
	 	 	3.5.	 	 	 	-2,000	 	 	 	-63,971	 
	Repayments of advance payments
	 	 	3.5.	 	 	 	9,090	 	 	 	0	 
	 
	Net cash used in investing activities
	 	 	4.1.	 	 	 	-83,168	 	 	 	-133,001	 
	       
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders’ payments into equity
	 	 	3.10.	 	 	 	0	 	 	 	19,825	 
	Proceeds from borrowings
	 	 	3.11.	 	 	 	87,822	 	 	 	207,500	 
	Repayments of borrowings
	 	 	3.11.	 	 	 	-30,000	 	 	 	-83,029	 
	Loan financing costs paid
	 	 	 	 	 	 	-724	 	 	 	-1,431	 
	Interest paid
	 	 	 	 	 	 	-13,293	 	 	 	-11,011	 
	 
	Net cash from financing activities
	 	 	4.1.	 	 	 	43,805	 	 	 	131,854	 
	       
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Net change in cash and cash equivalents
	 	 	 	 	 	 	-26,265	 	 	 	-6,610	 
	Effect of exchange rate changes on cash and cash equivalents
	 	 	 	 	 	 	227	 	 	 	-330	 
	Cash and cash equivalents at beginning of period
	 	 	 	 	 	 	37,563	 	 	 	44,503	 
	Cash and cash equivalents at end of period
	 	 	3.9.	 	 	 	11,525	 	 	 	37,563	 
	 






The accompanying notes are an integral part of these financial statements




Annex 1.4





 











 





Notes to the financial statements




Sovello AG (formerly EverQ GmbH), Bitterfeld-Wolfen




1 Summary of accounting policies




1.1. Basis of preparation




The annual financial statements of Sovello AG (“Sovello” or “the Company”) were prepared in
accordance with the International Financial Reporting Standards (IFRS) issued by the International
Accounting Standards Board (IASB), in effect at the reporting date, applying the Interpretations of
the International Financial Reporting Interpretations Committee (IFRIC) and the former Standing
Interpretations Committee (SIC). These annual financial statements were prepared on a voluntary
basis. References to the IFRSs in these Notes are to be understood as references to the IFRSs and
the International Accounting Standards (IASs) still in effect. The comparative figures were
determined in accordance with the Standards in effect at December 31, 2007, and the transitional
rules of the Standards published later but applicable retroactively.




The comparative figures are those of EverQ GmbH, which was reorganized as the stock corporation
Sovello AG under section 190ff of the German Company Transformation Act (Umwandlungsgesetz)
pursuant to a resolution of November 10, 2008. Further information will be found in Notes 3.10.
Equity and 4.10. Other disclosures on the Company.




The following Standards and Interpretations were required to be applied by Sovello for the first
time in 2008:




	 	 	 

	Amendments to IAS 39 and IFRS 7

	 	Reclassification of Financial Instruments
	IFRIC 11

	 	IFRS 2 — Group and Treasury Share Transactions
	IFRIC 14

	 	IAS 19 — The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their
Interaction.






The initial application of the above had no material effect on the annual financial statements with
regard to the Company’s financial position, cash flows and liquidity or results of operations.




The following Standards and Interpretations, which had been approved by the IASB or IFRIC at the
reporting date, were not required to be applied in 2008:




	 	 	 

	Amendment to IFRS 2 (2008)

	 	Share-based Payment: Vesting Conditions and Cancellations
	IFRS 3 (Revised 2008)

	 	Business Combinations
	IFRS 8

	 	Operating Segments
	Amendments to IAS 1 (2007)

	 	Presentation of Financial Statements: A Revised Presentation
	Amendment to IAS 23

	 	Borrowing Costs






Annex 1.5 / 1





 









 








	 	 	 

	Amendments to IAS 27 (2008)

	 	Consolidated and Separate Financial Statements
	Amendments to IAS 32 und IAS 1

	 	Puttable Financial Instruments and Obligations Arising on Liquidation
	Amendments to IFRS 1 und IAS 27

	 	Cost of an Investment in a Subsidiary, Jointly-Controlled Entity or Associate
	Amendment to IAS 39

	 	Financial Instruments: Recognition and Measurement: Eligible Hedged Items
	Amendment to IAS 39

	 	Reclassification of Financial Assets: Effective Date and Transition
	IFRIC 12

	 	Service Concession Arrangements
	IFRIC 13

	 	Customer Loyalty Programmes
	IFRIC 15

	 	Agreements for the Construction of Real Estate
	IFRIC 16

	 	Hedges of a Net Investment in a Foreign Operation
	IFRIC 17

	 	Distributions of Non-Cash Assets to Owners.






The amendments made under the IASB’s Annual Improvement Project 2007 are similarly not required to
be applied in 2008.




The Management Board believes that the initial application of the above will have no material
effect on the Company’s financial position, cash flows and liquidity or results of operations.
Initial application of the revised IAS 1 will result in a modified presentation of, in particular,
the income statement and statement of changes in equity.




The annual financial statements are prepared in euros (EUR). All amounts are stated in thousands of
euros (EUR’000) where not otherwise indicated. Amounts are rounded according to commercial
practice. Additions or other calculations may contain rounding differences.




The Company’s financial year is the calendar year.




The annual financial statements have been prepared on the basis of the recognition of the assets
and liabilities at amortized cost, except for derivative financial instruments, which are
recognized at fair value at the reporting date.




In the balance sheet, assets and liabilities are classified according to maturity. Assets and
liabilities that are expected to be sold, used in the normal course of business or settled within
twelve months are classified as current. Liabilities are treated as current if they are required to
be settled within twelve months from the reporting date. The income statement is presented using
the nature of expense method.




Annex 1.5 / 2






 









 








1.2. Accounting policies




1.2.1. Revenue recognition




Revenue from sales is recognized when the goods have been delivered or the services provided and
risk has transferred to the customer, the amount of revenue can be reliably measured and it can be
assumed that the receivable will be collectible. Depending on the respective incoterms, this is
usually the case, when goods are leaving Sovello’s premises. Sales made by the shareholder
Evergreen Solar Inc., Marlboro, USA (Evergreen), based on the sales agreement last amended in 2008,
are realized when goods are leaving Sovello’s premises. Physical delivery is usually made directly
to Evergreen’s customers and the prices are determined between Sovello and Evergreen depending on
Evergreen’s customer prices.




Sales reductions such as trade discounts, rebates and cash discounts allowed are recorded as
reductions of revenue.




1.2.2. Interest income and expense




Interest income and expenses are recognized using the effective interest method, normally in the
period in which they are incurred. Borrowing costs for qualifying assets are capitalized as part of
the cost of the assets under IAS 23, based on the average interest rate for the financing.




1.2.3. Intangible assets




Intangible assets consist primarily of purchased software. This is recognized initially at cost,
including incidental costs of acquisition, when the software is purchased, and subsequently at cost
less accumulated amortization and any impairment losses, in accordance with IAS 38.




Software is amortized by the straight-line method over periods of three or five years.




1.2.4. Property, plant and equipment




Property, plant and equipment is measured at acquisition cost less systematic depreciation and any
impairment losses, in accordance with IAS 16. Acquisition cost comprises the purchase price and
directly attributable incidental costs of acquisition incurred in bringing the asset to the
location and condition necessary for it to be capable of operating in the manner intended by
management. Trade discounts, rebates and cash discounts received are deducted from the purchase
price. Borrowing costs are capitalized as part of the cost of the assets.




Subsequent expenditure for a capitalized item of property, plant and equipment is recognized in the
carrying amount of the asset or capitalized as a separate asset if it is probable that future
economic benefits will flow to the Company and the expenditure for the assets can be reliably
measured. All other subsequent expenditures are




Annex 1.5 / 3






 









 








recognized as expenses in the period in which they are incurred. Subsequent capitalizable
expenditures which exceed the recoverable amount of the relevant asset are recognized immediately
in profit or loss.




Items of property, plant and equipment are depreciated by the straight-line method over their
economic useful lives. The useful lives assumed are as follows:




	 	 	 	 	 
	(In Years)	 	Useful life	 
	 
	Buildings
	 	 	33	 
	Plant and machinery
	 	 	7	 
	Other installations; factory and office equipment
	 	 	3-7	 






The depreciation plans are unchanged from the previous year.




1.2.5. Impairment and reversals of impairment losses




Items of property, plant and equipment and intangible assets are tested for impairment under IAS 36
if there is any indication that their carrying amount may not be recoverable. An impairment loss is
recognized in the amount by which the carrying amount of the asset exceeds its recoverable amount.
The recoverable amount is the higher of the fair value less costs to sell and the expected value in
use.




At each reporting date the Company assesses whether the reasons for the recognition of an
impairment loss in a prior period still exist. An impairment loss must be reversed if the
recoverable amount of an asset or group of assets has increased. The increased carrying amount of
the asset shall not exceed the carrying amount that would have been determined (net of
depreciation) had no impairment loss been recognized for the asset in prior periods. After a
reversal of an impairment loss is recognized, the depreciation charge for the asset is adjusted to
allocate its revised carrying amount on a systematic basis over its remaining useful life.




1.2.6. Income taxes




Current income taxes owed by the Company are recognized when incurred, in accordance with IAS 12.




Deferred taxes are determined in accordance with IAS 12 by the balance sheet liability method.
Deferred taxes are recognized for all temporary differences between the tax base of an asset or
liability and its carrying amount in the IFRS balance sheet. Also, deferred taxes are recognized on
tax losses and deductible temporary differences to the extent that it is probable that future
taxable profit will be available against which the tax losses can be utilized or will exist when
the differences reverse, and sufficiently reliable information is available with regard to the
future development of the business. Deferred tax assets and liabilities are offset if the Company
has a legally enforceable right to set off current tax assets against current tax liabilities and
the deferred tax assets and liabilities relate to income taxes levied by the same taxation
authority. Deferred taxes are measured using the tax rates that are expected to




Annex 1.5 / 4






 









 








apply to the period when the temporary differences reverse, based on the tax rates and tax laws
that have been enacted or substantively enacted by the reporting date. Deferred taxes were
calculated using a rate of 23%, as in 2007.




1.2.7. Inventories




Inventories falling under IAS 2 comprise raw materials, consumables and supplies, finished goods
and work in progress.




Raw materials, consumables and supplies are measured at moving-average cost after deducting trade
discounts, rebates and cash discounts received.




Finished goods and work in progress are recognized at the costs of conversion. These comprise
direct materials and labor costs and materials and production overheads and production-related
depreciation. Administrative expenses are included to the extent attributable to the production.




Subsequent measurement is at the lower of cost and net realizable value. Net realizable value is
the estimated selling price of the end product less estimated costs of completion and estimated
costs necessary to make the sale.




1.2.8. Advance payments




Advance payments comprise advance payments on inventories. Impairment testing consists in assessing
whether these payments can be expected to be covered in future periods by the prices at which the
end products are sold.




1.2.9. Financial instruments




1.2.9.1. Overview




The Company holds financial instruments falling under IAS 32 and IAS 39 in the form of cash and
cash equivalents, trade receivables, other financial assets, financial liabilities and loans, and
also derivative financial instruments in the form of interest rate swaps and forward exchange
contracts. The interest rate swaps satisfy the conditions for the use of hedge accounting, whereas
the forward exchange contracts do not. Sales and purchases of financial instruments are recognized
on the trade date, i.e. on the date on which the Company has undertaken to buy or sell an asset or
enter into a liability.




A financial asset or financial liability is recognized initially at fair value plus, in the case of
a financial asset or financial liability not classified at fair value through profit or loss,
directly attributable transaction costs. Subsequent measurement is at fair value or amortized cost
using the effective interest method.




Fair value corresponds to the market or stock exchange value, where available. Market or stock
exchange prices can be identified particularly for derivatives.




Annex 1.5 / 5





 









 








Amortized cost of current receivables and payables corresponds to the nominal amount or the amount
repayable.




The Company derecognizes financial assets as soon as the contractual rights to the cash flows from
the financial assets expire or the Company transfers these rights to a third party and the transfer
qualifies for derecognition.




Financial liabilities are derecognized when they are extinguished, i.e. when the contractual
obligations are discharged, cancelled or have expired or when conditions for derecognition under
IAS 39 are satisfied.




The Company has not so far availed itself of the possibility to designate financial assets or
liabilities as at fair value through profit or loss.




1.2.9.2. Trade receivables and other financial assets




Receivables and other financial assets are measured on initial recognition at fair value, which
normally corresponds to cost. Subsequent measurement is at amortized cost.




An impairment loss is recognized if there is any objective evidence that the receivable may not be
collectible. The amount of the impairment loss is measured as the difference between the carrying
amount and the lower present value of the payments expected to be received.




1.2.9.3. Cash and cash equivalents




Cash and cash equivalents comprise cash on hand and cash in banks with original maturities of less
than three months.




Cash on hand and in banks is carried at nominal amount. Balances denominated in a foreign currency
are translated at the year-end exchange rate.




1.2.9.4. Financial liabilities




Financial liabilities are measured on initial recognition at fair value less directly attributable
transaction costs. Subsequent recognition is at amortized cost using the effective interest method.




1.2.9.5. Derivative financial instruments and hedging




The derivative financial instruments employed by the Company and held at the reporting date are
interest rate swaps and forward exchange contracts. The interest rate swaps serve to hedge the risk
associated with variable interest payments on loans. The forward exchange contracts serve to
economically hedge the risk associated




Annex 1.5 / 6





 









 








with fluctuations in the exchange rate for the US dollar in connection with the export of
products into the US dollar area and the procurement of certain raw and other materials on a
US dollar basis.




The financial derivatives are recognized on initial recognition and subsequently at fair value, at
which they are reported under other financial assets or other financial liabilities. Fair values
are determined using generally accepted pricing models based on discounted cash flow analysis and
current market parameters. Classification as current or non-current is based on the residual
maturity of the underlying transaction.




The Company accounts for interest rate swaps in accordance with the hedge accounting rules of
IAS 39 for cash flow hedges.




At the inception of the hedge, the hedging relationship between the hedged item and the hedge, and
the risk management objective and strategy for undertaking the hedge, are described and documented.
In addition to this, at the commencement of and subsequently during the hedging relationship
period, the effectiveness of the hedge in achieving offsetting changes in cash flows attributable
to the hedged item is documented on a regular basis. Prospective effectiveness is measured using
the critical terms match method, retrospective effectiveness usually using the hypothetical
derivatives method.




The portion of the gain or loss on the hedging instrument that is determined to be an effective
hedge is recognized in equity, after the effect of deferred tax. Any ineffectiveness is recognized
immediately in profit or loss, under interest income or expense.




Amounts recognized in equity are removed from equity and recognized in the income statement in the
same period or periods during which the hedged transaction affects the income statement, and in the
same line as the hedged transaction.




The forward exchange contracts do not meet IAS 39 criteria for hedge accounting. Changes in fair
value are therefore recognized in profit or loss.




1.2.10. Government grants




The Company receives government financial assistance for its investment projects in the form of
federal (tax-free) and state (taxable) investment grants. Amounts received or receivable are
recognized initially as deferred income in accordance with IAS 20 and reported in the balance sheet
as Deferred federal and state investment grants. Grants are transferred to the income statement
over the period of use of the assets for which they were received. The amounts recognized as income
are reported under Other operating income.




Grants are recorded as receivable as soon as the funds flow to the Company or there is reasonable
assurance that they will do so.




Annex 1.5 / 7





 









 








1.2.11. Other provisions




Provisions are recognized, in accordance with IAS 37, when the Company has a present obligation to
a third party as a result of a past event, the settlement of which is expected to result in a
probable outflow of resources, and it is uncertain what exact amount will be involved and/or when
the Company will be required to settle the obligation.




Provisions are measured at the amounts required to cover all identifiable obligations and risks.




Non-current provisions are measured at the amounts expected to be required to settle the
obligations and, where the effect of the time value of money is material, are disclosed at present
value at the reporting date. The discount rates used are based on market interest rates. In
determining the amounts expected to be required to settle obligations reasonable allowance is made
for expected developments in costs.




1.2.12. Other assets and liabilities




Other assets and liabilities are measured at amortized cost. Any specific risks of loss are
recognized by setting up appropriate individual valuation allowances.




1.2.13. Management estimates and judgments




In connection with the preparation of financial statements, management is regularly called upon to
exercise judgement and make estimates and assessments. Estimates are based on past experience and
other knowledge of the transactions to be reported. Subsequent, actual amounts may differ from
those based on estimates and assumptions. Estimates, and the assumptions on which they are based,
are therefore regularly reviewed and their possible impact on the financial statements assessed.




These judgement decisions and estimates may concern the recognition and measurement of provisions
for product warranty costs, the determination of useful lives of intangible assets and items of
property, plant and equipment and the assessment of the possible impairment of deferred tax assets
relating to tax losses.




All assumptions and estimates are based on conditions existing and assessments made as of the
reporting date. Subsequent developments not reflected in the estimates and differing from the
assumptions made may result in differences between actual amounts and estimates. In such cases, the
assumptions, and where necessary the carrying amounts of the assets and liabilities involved, are
adjusted accordingly.




At the time of preparing the annual financial statements it is not anticipated that there will be
any material changes to the underlying assumptions and estimates. At present, therefore, no
material adjustments to the carrying amounts of the reported assets and liabilities are expected in
2009.




Annex 1.5 / 8





 









 








1.2.14. Segment reporting




A business segment, according to IAS 14, is a distinguishable component of an enterprise that is
engaged in providing products or services and that is subject to risks and returns that are
different from those of other business segments. A geographical segment is a distinguishable
component of an enterprise that is engaged in providing products or services within a particular
economic environment and that is subject to risks and returns that are different from those of
components operating in other economic environments.




Sovello’s business activities are concentrated on the manufacture and sale of a single product
(solar modules) at a single location (Bitterfeld-Wolfen). Within these activities there are no
distinguishable enterprise components or economic environments subject to differing risks and
returns. As Sovello thus has no identifiable segments, no segment reporting is required.




Annex 1.5 / 9





 












 






	2	 	Notes to the Income Statement
	 
	2.1.	 	Revenues





	 	 	 	 	 	 	 	 	 
	(In thousands of EUR)	 	2008	 	 	2007	 
	Solar modules
	 	 	212,831	 	 	 	135,319	 
	Off-spec cells and silicon waste
	 	 	6,465	 	 	 	3,655	 
	 
	 	 	 	 	 	 
	Total
	 	 	219,296	 	 	 	138,974	 
	 
	 	 	 	 	 	 





Almost all of the solar modules are sold through the Company’s shareholder Evergreen Solar Inc.,
Marlboro, USA (“Evergreen”), under the distribution agreement entered into in 2006 and revised in
2008. The significant growth in revenue occurred because production line 2, which had gone onstream
in the second half of 2007, was in operation throughout 2008.



The sale of cell and silicon waste refers to the waste and breakages associated with the production
processes which cannot be used for making modules for technical reasons or because of substandard
quality.



The following is an analysis of revenue by geographical market:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	2008	 	 	2007	 
	 	 	EUR’000	 	 	%	 	 	EUR’000	 	 	%	 
	Germany
	 	 	93,579	 	 	 	42.7	 	 	 	70,997	 	 	 	51.1	 
	Rest of Europe
	 	 	46,536	 	 	 	21.2	 	 	 	20,217	 	 	 	14.5	 
	USA
	 	 	77,977	 	 	 	35.6	 	 	 	45,903	 	 	 	33.0	 
	Asia
	 	 	282	 	 	 	0.1	 	 	 	1,773	 	 	 	1.3	 
	Rest of world
	 	 	922	 	 	 	0.4	 	 	 	84	 	 	 	0.1	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Total
	 	 	219,296	 	 	 	100	 	 	 	138,974	 	 	 	100	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 







	2.2.	 	Own work capitalized




Own work capitalized consists principally of materials costs and personnel expenses incurred during
the process of commissioning new production lines.



Annex 1.5 / 10



 









 








	2.3.	 	Other operating income




Other operating income is made up of the following:




	 	 	 	 	 	 	 	 	 
	(In thousands of EUR)	 	2008	 	 	2007	 
	Amortization of deferred federal and state
investment grants
	 	 	6,564	 	 	 	4,150	 
	Effect of exchange rate changes
	 	 	3,302	 	 	 	0	 
	Recycling of scrap
	 	 	359	 	 	 	0	 
	Reversal of accrued personnel-related expenses
	 	 	299	 	 	 	0	 
	Refunds of customs and energy tax
	 	 	35	 	 	 	0	 
	Grants related to personnel expenses
	 	 	2	 	 	 	520	 
	Other
	 	 	193	 	 	 	189	 
	 
	 	 	 	 	 	 
	Total
	 	 	10,754	 	 	 	4,859	 
	 
	 	 	 	 	 	 





Amortization of deferred investment grants consists of EUR 3,450 (2007 EUR 2,244) thousand of the
tax-free federal grant and EUR 3,114 (2007 EUR 1,906) thousand of taxable state grants. The amount
amortized in 2008 includes a non-systematic transfer to the income statement of EUR 48 thousand
made because of the impairment of the relevant assets resulting from the closure of parts of the
plant.



The effect of exchange rate changes includes a gain of EUR 2,601 thousand resulting from the
measurement at market value of the forward exchange contracts at December 31, 2008.



Miscellaneous other income includes income from the disposal of waste and from the charging out of
costs.





	2.4.	 	Cost of materials and services





	 	 	 	 	 	 	 	 	 
	(In thousands of EUR)	 	2008	 	 	2007	 
	Raw materials, consumables and supplies
	 	 	-99,154	 	 	 	-68,923	 
	Purchased services
	 	 	-10,854	 	 	 	-8,256	 
	 
	 	 	 	 	 	 
	Total
	 	 	-110,008	 	 	 	-77,179	 
	 
	 	 	 	 	 	 





The cost of raw materials, consumables and supplies consists principally of the cost of the silicon
and chemicals used and other materials required for the module production.



In per cent of revenue plus inventory change, materials costs fell by 4.4 percentage points in
2008, from 53.7% to 49.3%. The increase in the production volume and the ongoing optimization of
the production processes enabled opportunities for cost savings to be identified and utilized.




Annex 1.5 / 11



 









 








	2.5.	 	Personnel expenses





	 	 	 	 	 	 	 	 	 
	(In thousands of EUR)	 	2008	 	 	2007	 
	Wages and salaries
	 	 	-31,995	 	 	 	-21,608	 
	Social security expenses
	 	 	-5,840	 	 	 	-3,903	 
	 
	 	 	 	 	 	 
	Total
	 	 	-37,835	 	 	 	-25,511	 
	 
	 	 	 	 	 	 





The rise in personnel expenses in 2008 reflects the increase in the average number of employees
resulting from the expansion of production capacity at the Company’s base in Bitterfeld-Wolfen in
2007. The average number of employees rose from 826 in 2007 to 1,087 in 2008.





	2.6.	 	Amortization, depreciation and impairment of intangible assets and property, plant and
equipment




The amortization and depreciation charge reflects the systematic diminution in value of the
intangible assets and items of property, plant and equipment. Impairment losses of EUR 127 thousand
on items of plant and machinery, and other installations, other factory and office equipment needed
to be recognized in 2008. Details of the individual amortization and depreciation charges are given
in the schedules presented in Notes 3.1. and 3.2. below.



Annex 1.5 / 12








 









 









	2.7.	 	Other operating expenses




Other operating expenses consist of:




	 	 	 	 	 	 	 	 	 
	(In thousands of EUR)	 	2008	 	 	2007	 
	Royalties
	 	 	-7,711	 	 	 	-5,926	 
	Selling expenses
	 	 	-5,327	 	 	 	-3,493	 
	Repair and maintenance
	 	 	-4,430	 	 	 	-1,462	 
	Legal and consultancy expenses
	 	 	-3,424	 	 	 	-1,078	 
	Occupancy costs and other office expenses
	 	 	-2,721	 	 	 	-2,009	 
	Other personnel-related costs
	 	 	-1,937	 	 	 	-1,099	 
	Effect of exchange rate changes
	 	 	-1,207	 	 	 	-2,470	 
	Other services
	 	 	-1,042	 	 	 	-1,481	 
	Research and development
	 	 	-816	 	 	 	-489	 
	Travel expense
	 	 	-811	 	 	 	-490	 
	Insurance
	 	 	-636	 	 	 	-535	 
	Training and education
	 	 	-537	 	 	 	-370	 
	Other administrative expenses
	 	 	-444	 	 	 	-305	 
	Product warranty
	 	 	-9	 	 	 	-4,167	 
	Other
	 	 	-388	 	 	 	-98	 
	 
	 	 	 	 	 	 
	Total
	 	 	-31,440	 	 	 	-25,472	 
	 
	 	 	 	 	 	 





The royalties are those paid to shareholder Evergreen for use of the String RibbonTM technology.
Evergreen has granted the Company the contractual right to use newly developed technologies. The
consideration consists in a sliding-scale royalty based on accumulated sales revenues. Distribution
expenses, Other services and Research and development include further payments to the shareholders
under the existing distribution agreement and other agreements on the transfer of rights and
licenses. More information on this subject will be found in Note 4.3. Related party disclosures.



In 2008 both production lines underwent their first scheduled annual servicing, which involved
temporary production stoppages. This servicing resulted in an increase in repair and maintenance
expense.



Legal and consultancy expenses include in 2008 amongst other items expenses incurred in connection
with the reorganization of the Company as a stock corporation and its renaming, the preparations
for going public and the investigation launched by the EU concerning the granting of government
financial assistance.




Annex 1.5 / 13








 









 









	2.8.	 	Interest and similar income/expense





	 	 	 	 	 	 	 	 	 
	(In thousands of EUR)	 	2008	 	 	2007	 
	Interest and similar income
	 	 	867	 	 	 	770	 
	 
	 	 	 	 	 	 
	Bank loans
	 	 	-7,684	 	 	 	-4,419	 
	Shareholders’ loan and guarantees
	 	 	-6,649	 	 	 	-5,491	 
	Capitalized financing costs
	 	 	2,539	 	 	 	3,247	 
	 
	 	 	 	 	 	 
	Interest and similar expense
	 	 	-11,794	 	 	 	-6,663	 
	 
	 	 	 	 	 	 
	Net financial income/expense(-)
	 	 	-10,927	 	 	 	-5,893	 
	 
	 	 	 	 	 	 





Interest on the syndicated financing includes EUR 831 (2007 EUR 419) thousand of accrued interest.
Interest on bank loans contains EUR 608 (2006 EUR 281) thousand of interest calculated according to
the effective interest method.



Information on the shareholder loans will be found in Note 4.3. Related party disclosures.



Capitalized financing costs consist of interest incurred for the purchase or production of
qualifying assets.




2.9. Net gain/loss by measurement category




	 	 	 	 	 	 	 	 	 
	(In thousands of EUR)	 	2008	 	 	2007	 
	Loans and receivables
	 	 	1,072	 	 	 	18	 
	Financial liabilities measured at amortized cost
	 	 	-1,819	 	 	 	-87	 
	Derivative financial assets — gains/losses(-)
on disposal and measurement recognized in profit
or loss
	 	 	3,270	 	 	 	0	 
	Derivative financial liabilities — gains/losses(-)
on fair value changes recognized in equity
	 	 	-982	 	 	 	-165	 
	Derivative financial liabilities — gains/losses(-)
on disposal and measurement recognized in profit
or loss
	 	 	0	 	 	 	-2,370	 
	 
	 	 	 	 	 	 
	Total
	 	 	1,541	 	 	 	-2,604	 
	 
	 	 	 	 	 	 





The net gains/losses by measurement category of financial instruments are affected by changes in
fair value, impairment, reversals of impairment losses, exchange rate movements and derecognition.



The net gains/losses on disposal or measurement of derivative financial assets recognized in profit
or loss include a gain of EUR 669 thousand on the exercise of a for-



Annex 1.5 / 14






 









 







ward exchange contract entered into in 2008 to economically hedge exposure to movements in exchange rates in connection with the
sale of solar modules into the US dollar area. Further information will be found in Note 4.4.2.
Disclosures on derivative financial instruments and hedging.




2.10. Income tax expense




	 	 	 	 	 	 	 	 	 
	(In thousands of EUR)	 	2008	 	 	2007	 
	Current income tax expense
	 	 	-3,195	 	 	 	-842	 
	Deferred tax expense
	 	 	-1,170	 	 	 	-396	 
	 
	 	 	 	 	 	 
	Total
	 	 	-4,365	 	 	 	-1,238	 
	 
	 	 	 	 	 	 





The Company’s current income tax expense was calculated using the tax rates in force at the
reporting date.



Deferred tax was calculated on the basis of a tax rate of 23%, as in 2007. This rate takes into
account corporation income tax of 15%, “solidarity” surtax of 5.5% on the corporation income tax,
and an effective municipal trade tax rate of 7%.



The deferred tax effect recognized in equity in 2008 amounted to EUR 226 (2007 EUR 38) thousand and
resulted from changes in the market value of derivative hedging instruments which were accounted
for in accordance with the hedge accounting rules of IAS 39.



Temporary differences in recognition and measurement of balance sheet items and accumulated tax
losses resulted in recognition of the following deferred tax assets and liabilities:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Dec 31, 2008	 	 	Dec 31, 2007	 
	 	 	Deferred	 	 	Deferred	 	 	Deferred	 	 	Deferred	 
	 	 	tax	 	 	tax	 	 	tax	 	 	tax	 
	(In thousands of EUR)	 	assets	 	 	liabilities	 	 	assets	 	 	liabilities	 
	Other financial assets
	 	 	0	 	 	 	598	 	 	 	0	 	 	 	0	 
	Borrowings
	 	 	0	 	 	 	8	 	 	 	0	 	 	 	0	 
	Other financial liabilities
	 	 	264	 	 	 	0	 	 	 	38	 	 	 	0	 
	Tax loss
	 	 	0	 	 	 	—	 	 	 	564	 	 	 	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Total
	 	 	264	 	 	 	606	 	 	 	602	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 





The reported tax expense differs from the expected tax expense that would have arisen had the
nominal tax rate of 23% been applied to the IFRS pre-tax profit. A reconciliation is set out below:



Annex 1.5 / 15




 









 







	 	 	 	 	 	 	 	 	 
	(In thousands of EUR)	 	2008	 	 	2007	 
	Profit before tax
	 	 	21,749	 	 	 	5,536	 
	 
	Expected tax expense
	 	 	-4,964	 	 	 	-1,830	 
	 
	Reconciliation:
	 	 	 	 	 	 	 	 
	Tax effects from tax-free income
	 	 	787	 	 	 	742	 
	Tax effects from non-deductible expenses and
addbacks to and deductions from municipal
trade tax base
	 	 	-278	 	 	 	-1,043	 
	Reduction in deferred tax expense from a
previously unrecognized tax loss
	 	 	0	 	 	 	970	 
	Effect of changes in tax rates
	 	 	0	 	 	 	-128	 
	Other tax effects
	 	 	90	 	 	 	51	 
	 
	 	 	 	 	 	 
	Reported tax expense
	 	 	-4,365	 	 	 	-1,238	 
	 
	 	 	 	 	 	 







	3	 	Notes to the Balance Sheet
	 
	3.1.	 	Intangible assets




Intangible assets consist principally of software. Movements on intangible assets are set out
below:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Advance	 	 	 	 
	(In thousands of EUR)	 	Software	 	 	payments	 	 	Total	 
	Cost
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	Balance at Jan 1, 2008
	 	 	577	 	 	 	819	 	 	 	1,396	 
	Additions
	 	 	767	 	 	 	403	 	 	 	1,170	 
	Reclassifications
	 	 	529	 	 	 	-529	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 
	Balance at Dec 31, 2008
	 	 	1,873	 	 	 	693	 	 	 	2,566	 
	 
	 	 	 	 	 	 	 	 	 
	Accumulated amortization
	 	 	 	 	 	 	 	 	 	 	 	 
	Balance at Jan 1, 2008
	 	 	170	 	 	 	0	 	 	 	170	 
	Amortization charge for 2008
	 	 	318	 	 	 	0	 	 	 	318	 
	 
	 	 	 	 	 	 	 	 	 
	Balance at Dec 31, 2008
	 	 	488	 	 	 	0	 	 	 	488	 
	 
	 	 	 	 	 	 	 	 	 
	Carrying amount at Dec 31, 2008
	 	 	1,385	 	 	 	693	 	 	 	2,078	 
	 
	 	 	 	 	 	 	 	 	 





Annex 1.5 / 16





 












 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Advance	 	 	 	 
	(In thousands of EUR)	 	Software	 	 	payments	 	 	Total	 
	Cost
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	Balance at Jan 1, 2007
	 	 	321	 	 	 	363	 	 	 	684	 
	Additions
	 	 	109	 	 	 	617	 	 	 	726	 
	Disposals
	 	 	14	 	 	 	0	 	 	 	14	 
	Reclassifications
	 	 	161	 	 	 	-161	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 
	Balance at Dec 31, 2007
	 	 	577	 	 	 	819	 	 	 	1,396	 
	 
	 	 	 	 	 	 	 	 	 
	Accumulated amortization
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	Balance at Jan 1, 2007
	 	 	36	 	 	 	0	 	 	 	36	 
	Amortization charge for 2007
	 	 	148	 	 	 	0	 	 	 	148	 
	Disposals
	 	 	14	 	 	 	0	 	 	 	14	 
	 
	 	 	 	 	 	 	 	 	 
	Balance at Dec 31, 2007
	 	 	170	 	 	 	0	 	 	 	170	 
	 
	 	 	 	 	 	 	 	 	 
	Carrying amount at Dec 31, 2007
	 	 	407	 	 	 	819	 	 	 	1,226	 
	 
	 	 	 	 	 	 	 	 	 






3.2. Property, plant and equipment



Movements on property, plant and equipment are set out below:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Other	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	installations;	 	 	Advance	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	factory and	 	 	payments and	 	 	 	 
	 	 	Land and	 	 	Plant and	 	 	office	 	 	construction	 	 	 	 
	(In thousands of EUR)	 	buildings	 	 	machinery	 	 	equipment	 	 	in progress	 	 	Total	 
	Cost
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Balance at Jan 1, 2008
	 	 	46,635	 	 	 	131,795	 	 	 	4,105	 	 	 	9,993	 	 	 	192,528	 
	Additions
	 	 	25,403	 	 	 	5,042	 	 	 	1,140	 	 	 	71,960	 	 	 	103,545	 
	Disposals
	 	 	0	 	 	 	0	 	 	 	1	 	 	 	0	 	 	 	1	 
	Reclassifications
	 	 	5,657	 	 	 	1,245	 	 	 	431	 	 	 	-7,333	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Balance at
Dec 31, 2008
	 	 	77,695	 	 	 	138,082	 	 	 	5,675	 	 	 	74,620	 	 	 	296,072	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Accumulated
depreciation
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Balance at Jan 1, 2008
	 	 	1,209	 	 	 	13,211	 	 	 	878	 	 	 	0	 	 	 	15,298	 
	Depreciation charge
for 2008
	 	 	1,426	 	 	 	19,257	 	 	 	1,249	 	 	 	0	 	 	 	21,932	 
	Impairment losses
	 	 	0	 	 	 	74	 	 	 	53	 	 	 	0	 	 	 	127	 
	Disposals
	 	 	0	 	 	 	0	 	 	 	1	 	 	 	0	 	 	 	1	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Balance at
Dec 31, 2008
	 	 	2,635	 	 	 	32,542	 	 	 	2,179	 	 	 	0	 	 	 	37,356	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Carrying amount at
Dec 31, 2008
	 	 	75,060	 	 	 	105,540	 	 	 	3,496	 	 	 	74,620	 	 	 	258,716	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






Annex 1.5 / 17









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Other	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	installations;	 	 	Advance	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	factory and	 	 	payments and	 	 	 	 
	 	 	Land and	 	 	Plant and	 	 	office	 	 	construction	 	 	 	 
	(In thousands of EUR)	 	buildings	 	 	machinery	 	 	equipment	 	 	in progress	 	 	Total	 
	Cost
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Balance at Jan 1, 2007
	 	 	15,471	 	 	 	47,657	 	 	 	1,682	 	 	 	42,855	 	 	 	107,665	 
	Additions
	 	 	16,108	 	 	 	57,017	 	 	 	1,881	 	 	 	9,988	 	 	 	84,994	 
	Disposals
	 	 	0	 	 	 	0	 	 	 	131	 	 	 	0	 	 	 	131	 
	Reclassifications
	 	 	15,056	 	 	 	27,121	 	 	 	673	 	 	 	-42,850	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Balance at
Dec 31, 2007
	 	 	46,635	 	 	 	131,795	 	 	 	4,105	 	 	 	9,993	 	 	 	192,528	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Accumulated
depreciation
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Balance at Jan 1, 2007
	 	 	271	 	 	 	3,626	 	 	 	263	 	 	 	0	 	 	 	4,160	 
	Depreciation charge
for 2007
	 	 	938	 	 	 	9,585	 	 	 	746	 	 	 	0	 	 	 	11,269	 
	Disposals
	 	 	0	 	 	 	0	 	 	 	131	 	 	 	0	 	 	 	131	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Balance at
Dec 31, 2007
	 	 	1,209	 	 	 	13,211	 	 	 	878	 	 	 	0	 	 	 	15,298	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Carrying amount at
Dec 31, 2007
	 	 	45,426	 	 	 	118,584	 	 	 	3,227	 	 	 	9,993	 	 	 	177,230	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





Additions relate mainly to the construction of the third production line, which had commenced
according to plan the year before.



In 2008, impairment losses of EUR 127 thousand, equal to the carrying amount of the relevant
assets, were recognized on items of plant and machinery, and other installations, factory and
office equipment, because of the intended decommissioning of the related assets in the first
quarter of 2009. The value in use of the assets at the reporting date was approximately zero
because of the short remaining useful life.




3.3. Deferred tax



Information on deferred tax assets and liabilities will be found in Note 2.10. Income tax expense.




3.4. Inventories




	 	 	 	 	 	 	 	 	 
	(In thousands of EUR)	 	Dec 31, 08	 	 	Dec 31, 07	 
	Raw materials, consumables and supplies
	 	 	20,544	 	 	 	14,371	 
	Work in progress
	 	 	3,203	 	 	 	4,387	 
	Finished goods
	 	 	8,472	 	 	 	3,336	 
	 
	 	 	 	 	 	 
	Total
	 	 	32,219	 	 	 	22,094	 
	 
	 	 	 	 	 	 






Annex 1.5 / 18









 





The principal items included under raw materials, consumables and supplies are silicon and spare
parts, and at December 31, 2008, an advance payment for deliveries of raw materials scheduled for
January 2009.



The main reasons for the significant year-on-year rise in inventories were the additional purchases
of raw materials, consumables and supplies in preparation for the forthcoming commissioning of the
third production line, and the increase in the finished goods inventory.



The carrying amount of the inventories measured at net realizable value amounts to EUR 235 (2007
EUR 1,435) thousand. In 2008 impairment losses totaling EUR 5 (2007 EUR 230) thousand were
recognized as an expense.




3.5. Advance payments



On September 29, 2006, the Company entered into a supply agreement with REC Solar Grade Silicon
LLC, Moses Lake, USA, a wholly-owned subsidiary of Renewable Energy Corporation ASA, Sandvika,
Norway (“REC”), which assured it of deliveries of silicon on a long-term basis. The prepayments
made under this agreement are included under Advance payments. The advance payments are being
utilized over the term of the agreement in accordance with the terms thereof. In October 2008 the
parties made a supplementary agreement specifying delivery quantities and dates, purchase prices
and rules for utilization of the advance payments. At the same time, it was agreed that a part of
the advance payments that had been made would be repaid to the Company. Accordingly, a repayment
amounting to USD 12.4 million was received by Sovello. In 2008 there were no shipments under this
agreement and consequently there was no utilization of advance payments.



In 2008, Sovello entered into a further long-term agreement for the supply of silicon with another
silicon producer. This agreement provides for the supply of a total of 1,074 metric tons of silicon
starting in 2009 and extending over a period up to 2016.
In this connection it was agreed that an advance payment totaling EUR 9,662 thousand would be made.
At the reporting date, EUR 2,000 thousand of this had been paid, in accordance with the agreement.
This payment also is included under Advance payments.




3.6. Trade receivables




	 	 	 	 	 	 	 	 	 
	(In thousands of EUR)	 	Dec 31, 08	 	 	Dec 31, 07	 
	Trade receivables from related parties
	 	 	46,850	 	 	 	47,663	 
	Trade receivables from unrelated parties
	 	 	2,007	 	 	 	804	 
	 
	 	 	 	 	 	 
	Total
	 	 	48,857	 	 	 	48,467	 
	 
	 	 	 	 	 	 




The receivables result primarily from the sale of solar modules, but also from the sale of off-spec
cells and silicon waste from the production processes. All receivables mature within one year from
the reporting date.




Annex 1.5 / 19









 







Receivables from shareholders consist of amounts owed by Evergreen. Under the distribution
agreement, Evergreen is responsible for the distribution of almost all the Company’s production on
a commission basis, in return for a commission of 1.6% of sales. The risk of payment default by the
wholesalers/ultimate customers to whom Evergreen sells the solar modules has consequences for the
existence of Sovello’s receivables from Evergreen. Information on this subject will also be found
in Note 4.3. Related party disclosures.



Foreign currency receivables are translated on initial recognition at the historical rate of
exchange and subsequently at the applicable year-end rate. At December 31, 2008, foreign currency
receivables amounted to EUR 24,203 (2007 EUR 1,763) thousand.



The following is an ageing analysis of the receivables:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Of which	 	 	Of which not impaired at year end but overdue for	 
	 	 	 	 	 	 	not impaired	 	 	not more	 	 	between	 	 	between	 	 	more	 
	 	 	Carrying	 	 	or overdue	 	 	than 30	 	 	31 and 60	 	 	61 and 90	 	 	than 90	 
	(In thousands of EUR)	 	amount	 	 	at year end	 	 	days	 	 	days	 	 	days	 	 	days	 
	December 31, 2008
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Related parties
	 	 	46,850	 	 	 	30,847	 	 	 	9,713	 	 	 	4,738	 	 	 	1,552	 	 	 	0	 
	Unrelated parties
	 	 	2,007	 	 	 	1,771	 	 	 	28	 	 	 	1	 	 	 	24	 	 	 	183	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total
	 	 	48,857	 	 	 	32,618	 	 	 	9,741	 	 	 	4,739	 	 	 	1,576	 	 	 	183	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Of which	 	 	Of which not impaired at year end but overdue for	 
	 	 	 	 	 	 	not impaired	 	 	not more	 	 	between	 	 	between	 	 	more	 
	 	 	Carrying	 	 	or overdue	 	 	than 30	 	 	31 and 60	 	 	61 and 90	 	 	than 90	 
	(In thousands of EUR)	 	amount	 	 	at year end	 	 	days	 	 	days	 	 	days	 	 	days	 
	December 31, 2007
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Related parties
	 	 	47,663	 	 	 	37,313	 	 	 	8,435	 	 	 	1,915	 	 	 	0	 	 	 	0	 
	Unrelated parties
	 	 	804	 	 	 	780	 	 	 	5	 	 	 	0	 	 	 	1	 	 	 	18	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total
	 	 	48,467	 	 	 	38,093	 	 	 	8,440	 	 	 	1,915	 	 	 	1	 	 	 	18	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





With regard to the overdue receivables for which no valuation allowances have been provided there
was no indication at the reporting date that debtors might default. This applies similarly to the
receivables not yet due. Also, the Company has had no material bad debt losses to record in the
past. As in 2007, therefore, it has set up no valuation allowances against receivables.




3.7. Other financial assets



The Other financial assets mature within one year from the reporting date and consist of the
positive fair values of the forward exchange contracts (EUR 2,601 thousand, 2007 EUR 0 thousand)
and amounts charged out (EUR 85 thousand, 2007 EUR 6 thousand).




Annex 1.5 / 20









 







Further information on the forward exchange contracts will be found in Note 4.4.2. Disclosures on
derivative financial instruments and hedging.




3.8. Other assets



Other assets consist of:




	 	 	 	 	 	 	 	 	 
	(In thousands of EUR)	 	Dec 31, 08	 	 	Dec 31, 07	 
	Federal and state investment grants
receivable
	 	 	37,731	 	 	 	28,521	 
	Recoverable value added tax on inputs
	 	 	15,252	 	 	 	0	 
	Prepaid expenses
	 	 	534	 	 	 	204	 
	Loan financing costs
	 	 	302	 	 	 	247	 
	Other
	 	 	100	 	 	 	48	 
	 
	 	 	 	 	 	 
	Total
	 	 	53,919	 	 	 	29,020	 
	 
	 	 	 	 	 	 





The recognition of grants receivable is based on entitlements under applicable law (federal grants)
or notifications from Investitionsbank Sachsen-Anhalt (state grants).



Prepaid expenses consist mainly of insurance premiums.



The loan financing costs comprise transaction costs incurred in connection with the making of the
syndicated loan agreement and the supplementary agreement thereto which relate to tranches of the
loan not yet utilized but which the Company expects to be utilized in the future.



All Other assets mature within one year from the reporting date.




3.9. Cash and cash equivalents



Cash and cash equivalents consist of EUR 11,525 (2007 EUR 37,563) thousand of cash on hand and in
banks. Cash in banks includes EUR 5,495 (2007 EUR 86) thousand of balances in foreign currencies.




3.10. Equity



Movements on equity are presented in the statement of changes in equity.



On November 10, 2008, an extraordinary meeting of the shareholders of EverQ GmbH passed a
resolution to reorganize the Company, under sections 190ff and 238ff of the German Company
Transformation Act (Umwandlungsgesetz), as a stock corporation (Aktiengesellschaft) named Sovello
AG. Further information will be found in Note 4.10. Other disclosures on the Company.




Annex 1.5 / 21









 







Sovello AG has an ordinary share capital of EUR 480 thousand divided into 480,000 no par value
registered shares (Stückaktien). The ordinary share capital was taken over from the GmbH by
converting the shares in the GmbH’s capital into the corresponding number of no par value
registered shares of the AG, resulting in the shareholders holding the same percentage interests as
before the reorganization. For the GmbH shares totaling EUR 480 thousand the shareholders thus
received 480,000 no par value registered shares of the AG, each representing EUR 1.00 of the
ordinary share capital.



The individual shareholdings are as follows:





	•	 	Q-Cells SE, Bitterfeld-Wolfen, Germany (Q-Cells) 160,000 no par value registered shares,
	 
	•	 	Evergreen Solar Inc., Marlboro, USA (Evergreen) 160,000 no par value registered shares,
	 
	•	 	Renewable Energy Corporation ASA, Sandvika, Norway (REC) 160,000 no par value registered
shares.




The respective percentage interests of the shareholders are unchanged from the previous year.



The capital reserve consists of premiums received from the issue of shares and other amounts paid
in by shareholders. In 2007, shareholder Q-Cells paid EUR 9,856 thousand and shareholder REC
EUR 9,713 thousand into the Company’s equity.



An amount of EUR 48 thousand was transferred from the HGB net income for 2008 to the statutory
reserve as required by section 150 German Stock Corporation Act and reported under revenue
reserves.



The change in the market value of the interest rate swaps, amounting to minus EUR 833 (2007 minus
EUR 127) thousand after the effect of deferred tax, was recognized in Accumulated other
comprehensive income.



The profit after tax of EUR 4,298 thousand for 2007 was carried forward to 2008.



The resolution on the treatment of the profit will be based on the financial statements prepared
according to German commercial-law (HGB) rules. The Management Board proposes that the balance of
the HGB net income for 2008 remaining after the transfer to the statutory reserve be carried
forward in full to 2009.




Annex 1.5 / 22









 








3.11. Borrowings



The Company’s borrowings, analyzed by maturity, are summarized as follows:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Dec 31, 2008	 	 	Dec 31, 2007	 
	 	 	 	 	 	 	Non-	 	 	 	 	 	 	 	 	 	 	Non-	 	 	 	 
	(In thousands of EUR)	 	Current	 	 	current	 	 	Total	 	 	Current	 	 	current	 	 	Total	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Liabilities to banks
	 	 	83,575	 	 	 	37,292	 	 	 	120,867	 	 	 	57,276	 	 	 	52,240	 	 	 	109,516	 
	Shareholders’ loans
	 	 	0	 	 	 	138,185	 	 	 	138,185	 	 	 	0	 	 	 	90,000	 	 	 	90,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total
	 	 	83,575	 	 	 	175,477	 	 	 	259,052	 	 	 	57,276	 	 	 	142,240	 	 	 	199,516	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





3.11.1. Liabilities to banks



The syndicated loan agreement made in 2007 has been revised by the supplementary agreement of
September 1, 2008. Primarily, the supplementary agreement deals with the continuation of the
existing financing arrangements for the first two production lines and the extending of the
syndicated financing for the third factory, which is under construction. The total lending
commitment amounts to EUR 192.5 million. To the three existing tranches was added an amortizable
cash advance facility (Tranche D) of EUR 60 million, of which EUR 35 million has been drawn.
Repayment is by quarterly installments of EUR 5 million beginning on March 31, 2009, and ending no
later than December 31, 2011. Tranche A remains unchanged as to repayment terms and amount, taking
the Company’s repayments into account. Tranche B was raised from EUR 30 million to EUR 45 million
and continues to serve as interim financing pending receipt of investment grants. Drawings at
December 31, 2008, amounted to EUR 33.5 million. Tranche C (a working capital loan) was reduced
from EUR 22 million to EUR 20 million and was not drawn at the reporting date. Tranches B and C are
repayable at the end of each interest period or at the latest on December 31, 2010 and December 31,
2011 respectively. Tranche B is reported under current financial liabilities to match the
maturities of the receivables for investment grants. The syndicated loan was granted on terms and
conditions customary in the market. The lenders have the right to terminate the agreement if the
Company fails to achieve certain financial ratios or meet budgetary targets. Refer also to Note
4.12. Subsequent events.



At December 31, 2008, the Company reported accrued interest of EUR 831 (2007 EUR 419) thousand. The
transaction costs directly attributable to the financing arrangements were included in the initial
measurement of the syndicated loan, to the extent they related to tranches drawn down.




3.11.2. Shareholders’ loans



To finance the investment in the construction of the third production line the Company entered into
further loan agreements with the shareholders in 2008. The loans amount to EUR 11,650 thousand each
from Q-Cells and REC and USD 18,174 thousand from Evergreen. Also, the loan agreements for EUR 30
million made the year before with each of
the shareholders were still in effect at the reporting date. In






Annex 1.5 / 23









 







accordance with the provisions of
the syndicated loan agreement, shareholders’ rights to repayment of these loans are subordinate to
the loan repayment rights of the banks. Early repayment is possible only with the approval of the
banks or out of the proceeds of a public offering. At present, the Company does not expect to go
public before December 31, 2009. The shareholders’ loans are therefore reported under non-current
borrowings.



In December 2008 the shareholders approved further loans totaling EUR 24 million, of which
EUR 12 million was disbursed to the Company. Each shareholder contributes the same amount of loan,
in keeping with the percentage interests in the Company, Evergreen’s loan being granted in USD. The
relevant loan agreements were signed in January 2009. The balance of EUR 12 million will be
disbursed when called by the Company. The loans have terms running until June 30, 2010.



Further information will be found in Note 4.3. Related party disclosures.




3.12. Trade payables




	 	 	 	 	 	 	 	 	 
	(In thousands of EUR)	 	Dec 31, 08	 	 	Dec 31, 07	 
	Payables to unrelated parties
	 	 	32,234	 	 	 	16,008	 
	Payables to shareholders
	 	 	1,796	 	 	 	13,091	 
	 
	 	 	 	 	 	 
	Total
	 	 	34,030	 	 	 	29,099	 
	 
	 	 	 	 	 	 




Information on payables to shareholders will be found in Note 4.3. Related party disclosures.



All trade payables mature within one year from the reporting date.



Foreign currency payables are translated on initial recognition at the historical rate of exchange
and subsequently at the applicable year-end rate. At December 31, 2008, foreign currency payables
amounted to EUR 4,957 (2007 EUR 1,771) thousand.




3.13. Deferred federal and state investment grants



Deferred federal and state investment grants consist of taxable state investment grants and
tax-free federal investment grants received or receivable by the Company.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Dec 31, 2008	 	 	Dec 31, 2007	 
	 	 	 	 	 	 	Non-	 	 	 	 	 	 	 	 	 	 	Non-	 	 	 	 
	(In thousands of EUR)	 	Current	 	 	current	 	 	Total	 	 	Current	 	 	current	 	 	Total	 
	Federal investment grants
	 	 	4,741	 	 	 	26,983	 	 	 	31,724	 	 	 	3,712	 	 	 	22,187	 	 	 	25,899	 
	State investment grants
	 	 	3,346	 	 	 	18,388	 	 	 	21,734	 	 	 	3,311	 	 	 	21,602	 	 	 	24,913	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total
	 	 	8,087	 	 	 	45,371	 	 	 	53,458	 	 	 	7,023	 	 	 	43,789	 	 	 	50,812	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






Annex 1.5 / 24











 





The Company has received notifications concerning grants for production lines 1 and 2. These
notifications were issued subject to approval by EU committees, and so far, final approval has not
been given. Also, actual disbursement of the funds depends on whether the disbursing institutions
(EU, the federal government, the State of Sachsen-Anhalt) have the funds available and the funds
were included in the budget (federal government, State of Sachsen-Anhalt). Furthermore, certain
conditions are attached to the granting of this financial assistance which must be complied with,
in some cases over periods of several years.




In 2008 the European Commission commenced two formal investigations under the provisions of the EC
Treaty on government financial assistance. The investigations are concerned with the legality under
the financial assistance rules of the combining of investment projects by the Company, and the
legality of the approval for the Company of financial assistance designed for smaller and
medium-sized businesses (SMBs). A negative outcome of the first investigation would result in a
reduction of the maximum levels of assistance. The investment grants concerned amount in total to
around EUR 27 million. The Company believes there is a better than fifty-fifty chance of avoiding
repayment of the grants in both proceedings.




3.14. Other provisions




Details of Other provisions are set forth in the following table:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Product	 	 	Individual	 	 	 	 
	(In thousands of EUR)	 	warranty	 	 	risks	 	 	Total	 
	 
	Balance at Jan 1, 2008
	 	 	2,110	 	 	 	2,500	 	 	 	4,610	 
	Amounts added
	 	 	658	 	 	 	0	 	 	 	658	 
	Amounts used
	 	 	160	 	 	 	1,327	 	 	 	1,487	 
	Unused amounts reversed
	 	 	649	 	 	 	0	 	 	 	649	 
	 	 	 
	Balance at Dec 31, 2008
	 	 	1,959	 	 	 	1,173	 	 	 	3,132	 
	 	 	 
	Of which current
	 	 	735	 	 	 	1,173	 	 	 	1,908	 
	 	 	 
	Of which non-current
	 	 	1,224	 	 	 	0	 	 	 	1,224	 
	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Product	 	 	Individual	 	 	 	 
	(In thousands of EUR)	 	warranty	 	 	risks	 	 	Total	 
	 
	Balance at Jan 1, 2007
	 	 	557	 	 	 	0	 	 	 	557	 
	Amounts added
	 	 	1,667	 	 	 	2,500	 	 	 	4,167	 
	Amounts used
	 	 	114	 	 	 	0	 	 	 	114	 
	 	 	 
	Balance at Dec 31, 2007
	 	 	2,110	 	 	 	2,500	 	 	 	4,610	 
	 	 	 
	Of which current
	 	 	570	 	 	 	2,500	 	 	 	3,070	 
	 	 	 
	Of which non-current
	 	 	1,540	 	 	 	0	 	 	 	1,540	 
	 	 	 






The product warranty provisions for solar modules are set up at a certain percentage of the
relevant sales revenue, the resulting amount being discounted back to
the re-




Annex 1.5 / 25







 









 








porting date allowing for the probability of a warranty claim occurring. The calculations
reflect the five-year workmanship warranty and the twenty-five-year performance warranty. In light
of the Company’s relatively short history nothing definite is known about the performance of the
solar modules over a 25-year period. Measurement of the provisions is therefore based on management
estimates, taking industry experience into account.




The provision for individual risks relates to expected payments under the Sales Representative
Agreement, and represents the residual risk arising from a single warranty case which arose the
year before.




3.15. Other financial liabilities




Other financial liabilities consist of the negative market values of derivative financial
instruments. These financial instruments are interest rate swaps entered into to hedge interest
rate movement exposure in connection with the variable interest rate syndicated loan. The swaps
exchange variable for fixed rate interest payments. The notional principal amounts, terms and
maturity dates match those of the hedged items. The hedging relationships are therefore treated as
cash flow hedges.




3.16. Current income tax liabilities




Current income tax liabilities comprise the corporation income tax and municipal trade tax payable
by the Company.




3.17. Other liabilities




Details of Other liabilities are shown below:




	 	 	 	 	 	 	 	 	 
	(In thousands of EUR)	 	Dec 31, 08	 	 	Dec 31, 07	 
	 
	Bonuses
	 	 	2,549	 	 	 	1,341	 
	Other personnel-related obligations
	 	 	941	 	 	 	563	 
	Unused vacation entitlements and overtime
pay
	 	 	721	 	 	 	873	 
	Value added tax
	 	 	0	 	 	 	1,380	 
	Other payables
	 	 	110	 	 	 	40	 
	 	 	 
	Total
	 	 	4,321	 	 	 	4,197	 
	 	 	 
	Of which current
	 	 	4,244	 	 	 	4,185	 
	 	 	 
	Of which non-current
	 	 	77	 	 	 	12	 
	 	 	 





Other personnel-related obligations consist primarily of payables for wage tax, church tax and
social security contributions, contributions to the statutory occupational accident insurance and
the levy for non-employment of the required proportion of seriously disabled persons.




Annex 1.5 / 26





 









 








The non-current liabilities relate to obligations of the Company arising from the statutory
requirement to preserve business records. In 2007 the amount was reported under current other
liabilities, and in 2008 it was reclassified.




3.18. Additional disclosures on financial instruments




The following table shows the carrying amounts by measurement category according to IAS 39 and the
fair values by class of financial assets and liabilities:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Amount reported (IAS 39)	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fair value,	 	 	Fair Value	 	 	 	 	 	 	 
	2008	 	Measurement	 	 	Carrying amount	 	 	 	 	 	 	recognized in	 	 	through profit or	 	 	Amount reported,	 	 	Fair value	 
	(In thousands of EUR)	 	category (IAS 39)	 	 	Dec 31, 2008	 	 	Amortized cost	 	 	equity	 	 	loss	 	 	cash	 	 	Dec 31, 2008	 
	Assets
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Trade receivables
	 	LaR	 	 	48,857	 	 	 	48,857	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	48,857	 
	Derivative financial assets (without a hedging-relationship)
	 	FAHfT	 	 	2,601	 	 	 	0	 	 	 	0	 	 	 	2,601	 	 	 	0	 	 	 	2,601	 
	Other non-derivative financial assets
	 	LaR	 	 	85	 	 	 	85	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	85	 
	Financial assets not classifiable under an IAS 39 category:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Cash and cash equivalents
	 	 	n.a.	 	 	 	11,525	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	11,525	 	 	 	11,525	 
	 	 	 
	Liabilities
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Financial liabilities
	 	FLAC	 	 	259,052	 	 	 	259,052	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	257,783	 
	Trade payables
	 	FLAC	 	 	34,030	 	 	 	34,030	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	34,030	 
	Derivative financial liabilities (with a hedging relationship)
	 	 	n.a.	 	 	 	1,147	 	 	 	0	 	 	 	1,147	 	 	 	0	 	 	 	0	 	 	 	1,147	 
	 	 	 
	Of which, aggregated by IAS 39 measurement category:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loans and receivables (LaR)
	 	 	 	 	 	 	48,942	 	 	 	48,942	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	49,942	 
	Financial assets held for trading (FAHfT)
	 	 	 	 	 	 	2,601	 	 	 	0	 	 	 	0	 	 	 	2,601	 	 	 	0	 	 	 	2,601	 
	Financial liabilities measured at amortized cost (FLAC)
	 	 	 	 	 	 	293,082	 	 	 	293,082	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	291,813	 
	 	 	 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Amount reported (IAS 39)	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fair value,	 	 	Fair Value	 	 	 	 	 	 	 
	2007	 	Measurement	 	 	Carrying amount	 	 	 	 	 	 	recognized in	 	 	through profit or	 	 	Amount reported,	 	 	Fair value	 
	(In thousands of EUR)	 	category (IAS 39)	 	 	Dec 31, 2007	 	 	Amortized cost	 	 	equity	 	 	loss	 	 	cash	 	 	Dec 31, 2007	 
	Assets
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Trade receivables
	 	LaR	 	 	48,467	 	 	 	48,467	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	48,467	 
	Other financial assets
	 	LaR	 	 	6	 	 	 	6	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	6	 
	Financial assets not classifiable under an IAS 39 category:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Cash and cash equivalents
	 	 	n.a.	 	 	 	37,563	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	37,563	 	 	 	37,563	 
	 	 	 
	Liabilities
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Financial liabilities
	 	FLAC	 	 	199,516	 	 	 	199,516	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	198,624	 
	Trade payables
	 	FLAC	 	 	29,099	 	 	 	29,099	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	29,099	 
	Derivative financial liabilities (with a hedging relationship)
	 	 	n.a.	 	 	 	165	 	 	 	0	 	 	 	165	 	 	 	0	 	 	 	0	 	 	 	165	 
	 	 	 
	Of which, aggregated by IAS 39 measurement category:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loans and receivables (LaR)
	 	 	 	 	 	 	48,473	 	 	 	48,473	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	48,473	 
	Financial liabilities measured at amortized cost (FLAC)
	 	 	 	 	 	 	228,615	 	 	 	228,615	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	227,723	 
	 	 	 





Trade receivables and trade payables, and other financial assets, have short maturities. Carrying
amounts at the reporting date thus approximate to the fair values.




The fair values of the liabilities to banks and the shareholders’ loans included under financial
liabilities were arrived at by calculating the present values of the payments associated with the
liabilities, based on the applicable yield curve and the company-specific credit spread.




The market values of the interest rate swaps were arrived at by discounting the expected future
cash flows over the residual terms of the contracts based on current market interest rates and the
yield curve (level 3 according to valuation hierarchy of IAS 39).




Annex 1.5 / 27




 









 








4 Other explanatory comments




4.1. Cash flow statement




Before changes to net working capital, Sovello’s net cash inflow from operating activities amounted
to EUR 48,836 (2007 EUR 23,635) thousand, a result that was attributable to the significant improvement in operating profit. At the same time, the increase in net
working capital resulted in a substantial outflow of cash. Consequently, operating activities
resulted in a net cash inflow of EUR 13,098 (2007 net cash outflow of EUR 5,463) thousand.




In 2008, financing of the enlargement of the production capacity, amounting to EUR 90,258 (2007 EUR
82,933) thousand before capitalization of financing costs, was assured principally by proceeds from
borrowings totaling EUR 87,098 thousand. In addition, scheduled debt service payments (interest and
repayments of principal) totaling EUR 43,293 thousand were made.




Cash and cash equivalents in the cash flow statement correspond to the relevant balance sheet item.
Sovello’s cash and cash equivalents at the year end amounted to EUR 11,525 (2007 EUR 37,563)
thousand.




The changes in balance sheet items used to prepare the cash flow statement cannot be arrived at
directly from the balance sheet because effects of non-cash transactions have been eliminated.




4.2. Capital management




The primary objective of Sovello’s capital management is the sustainability of the financial
flexibility necessary for the Company’s long-term growth. Sovello is still going through a phase of
strong growth and development. This involves extensive investment, which the Company must finance.
Sovello meets the resulting financing risks with a solid capital structure encompassing equity, the
shareholders’ and bank loans and the applicable portions of the financial assistance from the
government. Short-term liquidity management is based on a rolling planning horizon of twelve
months.




The table below shows the balance sheet total, the equity in absolute figures and in per cent of
the balance sheet total, and the net financial liabilities (financial liabilities minus cash and
cash equivalents):




	 	 	 	 	 	 	 	 	 
	(In thousands of EUR)	 	Dec 31, 08	 	 	Dec 31, 07	 
	 
	Balance sheet total
	 	 	467,145	 	 	 	380,179	 
	Equity
	 	 	107,796	 	 	 	91,168	 
	Equity in per cent of balance sheet total
	 	 	23.1	 	 	 	24.0	 
	Net indebtedness
	 	 	247,527	 	 	 	161,953	 
	 	 	 





Annex 1.5 / 28




 









 








The loan agreement made in 2007 with the banking syndicate led by Deutsche Bank has been revised by
the supplementary agreement of September 1, 2008. The syndicated loan agreement deals primarily
with the continuation of the existing financing arrangements and the extending of the syndicated
financing for the investment in the Company’s third production line at Bitterfeld-Wolfen. The
financing now includes an additional loan of EUR 60 million of which EUR 35 million has been drawn.
The tranches of the original syndicated loan agreement continue to be available on the
original terms, except that interim financing of investment grant receivables was raised from EUR
30 million to EUR 45 million and the working capital loan was reduced from EUR 22 million to EUR 20
million. Drawings on the investment-grant interim financing line amounted at the reporting date to
EUR 33.5 million. There were no drawings on the working capital loan. The syndicated loan agreement
requires Sovello to achieve certain financial ratios. It also provides for compulsory unscheduled
repayments if certain events occur, such as certain sales transactions, or if a third party
acquires more than 50% of Sovello AG’s shares without the prior approval of the banks. Refer also
to Note 4.12. Subsequent events.




4.3. Related party disclosures




Parties related to Sovello comprise its three shareholders Evergreen, Q-Cells and REC, as they
jointly control Sovello. Related parties are also the members of the Management Board and
Supervisory Board and close members of the families and domestic partners of these individuals.




All transactions with related parties are conducted on an arm’s length basis.




The Company has an agreement with Evergreen for the distribution of its products (solar modules) on
a commission basis. For distributing the products Evergreen is paid a sales-based commission. The
agreement was made for an initial term of three years and is renewed automatically for successive
periods of one year unless terminated by giving one year’s notice. The del credere and product
warranty risks remain with Sovello.




Purchases and sales of silicon and other raw materials take place regularly between Sovello and its
shareholders to cover ongoing requirements. Sovello has a long-term supply agreement for silicon
with a wholly-owned subsidiary of shareholder REC to assure being supplied with silicon for a
period of more than five years. Further information will be found in Note 3.5. Advance payments.




Sovello also has license and technology transfer agreements with the shareholders which grant
Sovello, among other things, the right to use newly developed technologies.




Sovello also has loan agreements with the shareholders. The loans totaling EUR 90 million granted
in 2007 and the new loans of EUR 34.8 million disbursed in 2008 carry annual interest rates of
5.43% and 6.71% respectively. In accordance with the provisions of the syndicated loan agreement,
shareholders’ rights to repayment of these loans are subordinate to the loan repayment rights of
the banks. Early repayment is possible only with the approval of the banks or out of the proceeds
of a




Annex 1.5 / 29





 









 








public offering. At present, the Company does not expect to go public in 2009. The
shareholders’ loans are therefore reported under non-current borrowings. In addition to the above,
further loans totaling EUR 12 million were disbursed to the Company. These loans have terms running
until June 30, 2010, and carry an annual interest rate of 6%. When the new bank financing
arrangements were made in 2007, the shareholders gave the banks guarantees for a total of EUR 90
million. In 2008, these guarantees were released by the banks. In addition to the interest on the
shareholders’ loans, Sovello paid guarantee fees of EUR 169 (2007 EUR 150) thousand to each of the shareholders
in 2008.




At December 31, 2008, Sovello had trade receivables from Evergreen amounting to EUR 46,850 (2007
EUR 46,586) thousand. Sovello owed Evergreen EUR 1,343 (2007 EUR 2,672) thousand for trade payables
and EUR 46,870 (2007 EUR 30,000) thousand for loans. Sovello realized gains of EUR 213,971 (2007
EUR 138,147) thousand from the sale of goods (mainly modules) and billing of costs. The expenses in
2008 amounted to EUR 2,011 (2007 EUR 3,611) thousand for purchases of goods and/or services and
costs billed, EUR 50 (2007 EUR 444) thousand for the transfer of research and development services
and EUR 7,711 (2007 EUR 5,926) thousand under license agreements. Also, Sovello supplied Evergreen
with silicon and other materials for EUR 0 (2007 EUR 2,191) thousand. Interest and similar expenses
in 2008 amounted to EUR 2,236 (2007 EUR 1,808) thousand.




Trade receivables from Q-Cells amounted at December 31, 2008, to EUR 0 (2007 EUR 1,077) thousand.
Sovello owed Q-Cells at December 31, 2008, EUR 453 (2007 EUR 9,842) thousand for trade payables and
EUR 45,659 (2007 EUR 30,000) thousand for loans. Q-Cells supplied raw materials for EUR 3,359 (2007
EUR 26,325) thousand in 2008, while Sovello supplied raw and other materials to Q-Cells for EUR
3,070 (2007 EUR 3,768) thousand. Gains on other services and cost billings amounted in 2008 to EUR
131 (2007 EUR 2) thousand. In 2008 expenses for research and development services amounted to EUR
597 (2007 EUR 0) thousand and for purchased services and cost billings EUR 1,169 (2007 EUR 474)
thousand. Interest and similar expenses in 2008 amounted to EUR 2,208 (2007 EUR 1,763) thousand.




At December 31, 2008, Sovello owed REC EUR 0 (2007 EUR 6) thousand for trade payables and EUR
45,656 (2007 EUR 30,000) thousand for loans. Expenses for purchases of services and cost billings
were not incurred in 2008 (2007 EUR 21 thousand). Interest and similar expenses in 2008 amounted to
EUR 2,205 (2007 EUR 1,920) thousand.




The members of the Management Board in 2008 were:




Dr. Theodor Scheidegger, Computer Scientist, Chief Executive Officer (from July 15, 2008)

Hans-Jörg Axmann, Engineer, Chief Technology Officer

Jörg Baumheuer, Engineer, Chief Operating Officer (from March 1, 2008)

Christian Langen, Businessman, Chief Marketing and Sales (from June 9, 2008)

Rainer Mohr, Businessman, Chief Financial Officer (until October 16, 2008)




Annex 1.5 / 30





 












 




The members of the Supervisory Board in 2008 were:



Richard M. Feldt, Engineer, Chief Executive Officer of Evergreen, Chairman


Anton Milner, Engineer, Chief Executive Officer of Q-Cells, Vice Chairman



Erik Thorsen, Businessman (MBA), Chief Executive Officer of REC (from February 6, 2008)


John Andersen, Businessman (MBA), Chief Operating Officer of REC (from February 6, 2008)



Michael El-Hillow, Businessman (MBA), Chief Financial Officer of Evergreen (from February 6, 2008)


Dr. Hartmut Schüning, Businessman, Chief Financial Officer of Q-Cells (from February 6, 2008)



Mandy Hildebrandt, Mechatronics Technician, Team Leader, Sovello (from February 6, 2008)


Norbert Krebs, Skilled Worker, Shift Leader, Sovello (from February 6, 2008)



Sandra Seidewitz, Process Technologist, Team Assistant, Sovello (from February 6, 2008)


Erik Sauar, Engineer, Chief Technology Officer of REC (until February 5, 2008)



Information on the remuneration of the members of the Management Board and the Supervisory Board
will be found in Note 4.8. Remuneration of the Members of the Management Board and the Supervisory
Board.



Sovello has a business relationship involving services with an enterprise owned by an individual
having a related-party relationship with a member of Sovello’s Supervisory Board. In 2008 this
enterprise performed services for Sovello for EUR 2,327 (2007 EUR 4,393) thousand. At December 31,
2008, payables arising from this relationship amounted to EUR 392 (2007 EUR 516) thousand.




4.4. Financial risk management




4.4.1. Financial risk factors



Sovello is exposed in particular to financing risks because of the rapid process of growth and
development that it is currently undergoing. Also, Sovello’s business activities expose it to risks
from fluctuations in interest rates and exchange rates, and to credit risk. Financial risk
management aims to limit these risks through ongoing operational and finance-oriented activities.
For this purpose, selected derivative hedge instruments and other appropriate measures are used,
depending on the assessment of the risk. Generally, Sovello hedges only risks affecting its cash
flows. Derivatives are employed only as hedging instruments, i.e. they are not used for trading or
other speculative purposes.



The fundamentals of Sovello’s financial policies are established by the Management Board and
overseen by the Supervisory Board. Responsibility for ongoing risk management lies with Sovello’s
finance department.








 Annex 1.5 /   31 









 








4.4.1.1. Exchange rate risk



Movements in exchange rates can give rise to unwanted and unforeseeable fluctuations in profits and
cash flows. The currency risks to which Sovello is exposed arise mainly from its operating
activities, as products are exported to the US dollar area and certain raw and other materials are
purchased on a dollar basis. Furthermore, in 2008 part of the shareholder loans was in US dollars.
Transactions in other currencies are not significant.



Currency risks are evaluated regularly by comparing the expected cash inflows and outflows in US
dollars. The time horizon considered is usually twelve months. The focus in this process is on
natural hedging of the US dollar inflows and outflows arising from the underlying purchase and
sales agreements. If there is a net risk position in US dollars Sovello considers the use of
currency hedges to reduce the economic risk, depending on what movements are expected in the
exchange rate. In 2008 the Company entered into a number of forward exchange contracts to hedge net
US dollar positions arising from the sale of solar modules into the US dollar area. These contracts
do not meet IAS 39 criteria for hedge accounting. Gains or losses on the measurement of the forward
exchange contracts are recognized in profit or loss. Further information will be found in Note
4.4.2. Disclosures on derivative financial instruments and hedging.



The carrying amounts of the financial assets and liabilities in foreign currencies represent the
foreign currency exposure at the year end. There were no currency hedges at December 31, 2007.



The following table gives an overview of the financial instruments denominated in US dollars at
December 31, 2008 and 2007:




	 	 	 	 	 	 	 	 	 
	(In thousands of EUR)	 	Dec 31, 08	 	 	Dec 31, 07	 
	Cash and cash equivalents
	 	 	5,495	 	 	 	86	 
	Trade receivables
	 	 	24,203	 	 	 	1,763	 
	Positive fair values from derivative financial instruments (foreign exchange forward contracts)
	 	 	2,601	 	 	 	0	 
	Trade payables
	 	 	4,796	 	 	 	1,771	 
	Financial liabilities (shareholders’ loans)
	 	 	16,870	 	 	 	0	 
	 
	 	 	 	 	 	 




Sensitivity analyses are performed firstly on the net position of the original financial
instruments in US dollars. The currency risk is arrived at by multiplying the unhedged currency
positions by a 10% upward or downward movement in the USD/EUR exchange rate.



In addition, an analysis of sensitivity to exchange rate movements was performed on the forward
exchange contracts, because they are not within a hedging relationship meeting the criteria of IAS
39 and changes in the exchange rate for the US dollar underlying the contracts affect operating
profit or loss (gain or loss on fair value adjustments).




 Annex 1.5 /   32 









 







A 10% decrease in the value of the US dollar versus the euro at December 31, 2008, would have
increased the net income of 2008 by EUR 1,400 (2007 decreased the net income by EUR 6) thousand. Of
this effect, EUR 2,018 (2007 EUR 0) thousand would have been attributable to the forward exchange
contracts and minus EUR 618 (2007 minus EUR 6) thousand to the original financial instruments. A
10% increase in the value of the US dollar versus the euro would have decreased the net income by
EUR 1,850 (2007 increased the net income by EUR 6) thousand. Of this effect, minus EUR 2,468 (2007 EUR 0) thousand would have been attributable to the forward exchange contracts
and EUR 618 (2007 EUR 6) thousand to the original financial instruments.




4.4.1.2. Interest rate risk



Sovello is exposed to interest rate risks because of its variable rate financial liabilities. It
reduces these risks by using interest rate swaps which exchange the variable interest rate for a
fixed rate of 4.655%. The carrying amount of the variable rate financial liabilities at the
reporting date was EUR 120,036 (2007 EUR 109,097) thousand.



In 2007, to hedge its exposure to the risk of interest rate movements, the Company entered into
interest rate swaps having an initial total notional principal amount of EUR 90,000 thousand and
terms running until September 30, 2010. The notional principal amounts, terms and maturity dates
match those of the hedged items. The hedging relationships are therefore designated as cash flow
hedges. The Company applies the hedge accounting rules of IAS 39.



In accordance with IFRS 7 interest rate risks are presented by means of sensitivity analyses. These
sensitivity analyses show how profit or loss or equity would have been affected by changes in
market interest rates. The sensitivity analyses are prepared using the following assumptions:



In the case of original financial instruments with fixed interest rates, changes in market interest
rates affect profit or loss only where the financial instruments are measured at fair value.
Financial instruments with fixed interest rates which are measured at amortized cost do not
therefore expose the Company to the risk of interest rate movements.



In the case of original financial instruments with variable interest rates which are not designated
as hedged items within a cash flow hedging relationship, changes in market interest rates do affect
profit or loss and are therefore to be included in the interest rate sensitivity analysis (cash
flow risk) under IFRS 7. An increase (decrease) of 100 basis points in the market interest rate at
December 31, 2008, would have decreased (increased) the profit for 2008 by EUR 278 (2007 EUR 31)
thousand.



In the case of financial instruments designated as cash flow hedges, changes in market interest
rates affect the Accumulated other comprehensive income component of equity, and are therefore
included in the fair value sensitivity analyses. A decrease of 100 basis points in the market
interest rate at December 31, 2008, would




 Annex 1.5 /   33 









 







have decreased equity by EUR 217 (2007 EUR 770) thousand;
an increase of 100 basis points would have increased it by EUR 293 (2007 EUR 753) thousand.




4.4.1.3. Other price risks



As part of the presentation of market risks, IFRS 7 also requires disclosures on how changes in
risk variables would have affected the prices of financial instruments. Such risk variables include
stock exchange prices and indices.



At the reporting date Sovello held no financial instruments of relevance.




4.4.1.4. Liquidity risk



The liquidity risk is the risk that Sovello will be unable to discharge its financial obligations,
such as interest payments, loan repayments, payments for goods and/or services and other
liabilities.



To enable potential liquidity bottlenecks to be identified at an early stage, Sovello prepares
financial plans in which liquidity requirements are regularly updated. The operational cash
planning horizon at Sovello is one year.



Under the syndicated loan agreement restructured in September 2008, Sovello has a working capital
loan facility of EUR 20 million (Tranche C) which was not drawn at the reporting date. Sovello can
draw on Tranche C in the form of cash, letters of credit or guarantees. Tranche C matures on
December 31, 2011. Until that date, amounts repaid can be redrawn. In addition, Sovello has loan
tranches totaling EUR 36.5 million under the syndicated loan agreement and amounts totaling EUR 12
million out of the shareholders’ loans approved in December 2008 which are still undrawn. To
finance the planned expansion of its operations, Sovello may need to obtain further loans or
utilize alternative means of financing. Refer also to Note 4.12. Subsequent events.



At December 31, 2008, Sovello held cash and cash equivalents totaling EUR 11,525 (2007 EUR 37,563)
thousand.



The tables below show, at December 31, 2008 and 2007, the contractual interest payments and
repayments on on-balance-sheet financial liabilities, including derivative financial instruments
with negative fair values. For interest rate swaps, the net interest payments are stated, and for
the other financial obligations the undiscounted cash flows for the next financial years. The table
includes all financial instruments held at the reporting date for which payments were already
contractually agreed. It does not include plan figures for future new liabilities. Variable
interest payments were arrived at on the basis of the last interest rates fixed prior to December
31, 2008, or in the case of interest rate swaps, considering the yield curve. Financial liabilities
repayable at any time have always been assigned to the earliest possible period.




 Annex 1.5 /   34 









 








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Dec 31, 2008	 	 	 	 	 	 	 	 	 	2011	 	 	2014 and	 
	(In thousands of EUR)	 	2009	 	 	2010	 	 	- 2013	 	 	beyond	 
	Non-derivative financial liabilities
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Bank debt
	 	 	89,334	 	 	 	38,783	 	 	 	0	 	 	 	0	 
	Shareholders’ loans
	 	 	7,315	 	 	 	146,594	 	 	 	0	 	 	 	0	 
	Trade payables
	 	 	34,030	 	 	 	0	 	 	 	0	 	 	 	0	 
	Derivative financial liabilities
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Interest rate swaps
	 	 	990	 	 	 	244	 	 	 	0	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Dec 31, 2007	 	 	 	 	 	 	 	 	 	2010	 	 	2013 and	 
	(In thousands of EUR)	 	2008	 	 	2009	 	 	-2012	 	 	beyond	 
	Non-derivative financial liabilities
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Bank debt
	 	 	62,600	 	 	 	32,465	 	 	 	23,172	 	 	 	0	 
	Shareholders’ loans
	 	 	4,887	 	 	 	94,887	 	 	 	0	 	 	 	0	 
	Trade payables
	 	 	29,099	 	 	 	0	 	 	 	0	 	 	 	0	 
	Derivative financial liabilities
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Interest rate swaps
	 	 	-54	 	 	 	205	 	 	 	30	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 





4.4.1.5. Credit risk



The risk of a loss arising from financial assets consists in the possibility of default by a
counterparty. The maximum credit risk exposure is thus the carrying amount of the relevant asset.



To avoid losses from counterparty default Sovello obtains credit reports on the counterparty or
evaluates historical data on the business relationship, in particular the payment record. Letters
of credit or payment in advance are agreed with the counterparty where appropriate. Valuation
allowances against receivables have not so far been necessary.



Sovello enters into financial transactions only with counterparties having a satisfactory credit
rating, so the actual risk of loss is minor.




4.4.2. Disclosures on derivative financial instruments and hedging



To hedge its exposure to the risk of interest rate movements arising from the variable
interest rate syndicated loan, the Company entered into interest rate swaps having an initial total
notional principal amount of EUR 90,000 thousand and terms running until September 30, 2010 (cash
flow hedge). The variable interest rate Tranche A of the syndicated loan was designated as the
hedged item. The object of the hedging was to transform the variable interest rate bank loan into a
fixed interest rate financial liability. At the reporting date the notional principal amount of the
interest rate swaps was EUR 52,200 (2007 EUR 82,500) thousand. The negative market value of minus
EUR 1,147 (2007 minus EUR 165) thousand is included under non-current Other financial liabilities.




 Annex 1.5 /   35 









 







As in 2007, the cash flow hedge had an effectiveness of 100%, and can thus be treated as an
effective hedge. At the reporting date, therefore, the unrealized loss of EUR 883 thousand after
deferred tax (2007 EUR 127 thousand) was recognized in equity.



In 2008 the Company entered into a number of forward exchange contracts with terms ending no later
than dates in November 2009 to hedge its exposure to the risk of exchange rate movements arising
from the sale of solar modules into the US dollar area. These contracts do not meet the IAS 39
criteria for hedge accounting. The gains on measurement of the forward exchange contracts at the
reporting date are recognized in profit or loss and included under Other operating expenses. The
total nominal amount of the forward exchange contracts at the reporting date was USD 40 million.
The market value was EUR 2,601 thousand which is included under current Other financial assets.




4.5. Contingent liabilities and provision of security



The conditions attaching to taxable state investment grants require Sovello among other things to
comply with an employment guarantee. This obligates Sovello to assure jobs at Bitterfeld-Wolfen for
a period of five years from the beginning of the relevant period during which the funds may be used
only for the specified purpose.



Collateral has been provided for the syndicated loan in the form of all material assets of Sovello.
Collateralization consists principally in the transfer of ownership by way of security of the
non-current and current assets, blanket assignment of all trade receivables and assignment of all
entitlements to federal and state investment grants. Also, land charges amounting to EUR 112,000
thousand have been entered in the land register. In connection with the supplementary agreement of
September 2008 to the syndicated loan agreement the Company has undertaken to create a further land
charge in the amount of EUR 60,000 thousand; this has not yet been entered in the land register.
Under the loan agreement, Sovello is not permitted to provide security for any other financial
liabilities that would involve charging present or future assets, or to allow such security to
exist. Exceptions to this rule include statutory or contractual liens arising in the normal course
of business, and the customary retentions of title.




4.6. Other financial commitments



Other financial obligations comprise contracts for the future supply of goods and/or services,
non-cancelable operating leases and purchase commitments for capital expenditures on production
expansion.




 Annex 1.5 /   36 









 








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	2014	 	 	Total	 
	 	 	 	 	 	 	2010	 	 	and	 	 	Dec 31,	 
	(In thousands of EUR)	 	2009	 	 	- 2013	 	 	beyond	 	 	2008	 
	Long-term procurement contracts for raw materials
	 	 	12,856	 	 	 	270,252	 	 	 	203,638	 	 	 	486,746	 
	Purchase orders for materials
	 	 	39,963	 	 	 	0	 	 	 	0	 	 	 	39,963	 
	Purchase commitments for non-current assets
	 	 	36,543	 	 	 	0	 	 	 	0	 	 	 	36,543	 
	Other long-term procurement contracts
	 	 	5,175	 	 	 	11,064	 	 	 	0	 	 	 	16,239	 
	Purchase orders for services
	 	 	2,555	 	 	 	754	 	 	 	0	 	 	 	3,309	 
	Operating leases
	 	 	152	 	 	 	175	 	 	 	0	 	 	 	327	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Total
	 	 	97,244	 	 	 	282,245	 	 	 	203,638	 	 	 	583,127	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	2013	 	 	Total	 
	 	 	 	 	 	 	2009	 	 	and	 	 	Dec 31,	 
	(In thousands of EUR)	 	2008	 	 	- 2012	 	 	beyond	 	 	2007	 
	Long-term procurement contracts for raw materials
	 	 	14,963	 	 	 	153,436	 	 	 	60,227	 	 	 	228,626	 
	Purchase orders for materials
	 	 	34,210	 	 	 	0	 	 	 	0	 	 	 	34,210	 
	Purchase commitments for non-current assets
	 	 	37,239	 	 	 	0	 	 	 	0	 	 	 	37,239	 
	Purchase orders for services
	 	 	1,787	 	 	 	0	 	 	 	0	 	 	 	1,787	 
	Operating leases
	 	 	106	 	 	 	129	 	 	 	0	 	 	 	235	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Total
	 	 	88,305	 	 	 	153,565	 	 	 	60,227	 	 	 	302,097	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 




The expenses recognized in the income statement for operating leases amount to EUR 136 (2007
EUR 68) thousand.




4.7. Litigation



In 2008 the European Commission commenced two formal investigations under the provisions of the EC
Treaty on government financial assistance. The investigations are concerned with the legality under
the financial assistance rules of the combining of investment projects by the Company, and the
legality of the approval for the Company of financial assistance designed for smaller and
medium-sized businesses (SMBs). A negative outcome of the first investigation would result in a
reduction of the maximum levels of assistance. The investment grants concerned amount in total to
around EUR 27 million. The Company believes there is a better than fifty-fifty chance of avoiding
repayment of the grants in both proceedings.



Other than the above, Sovello is not currently involved in any pending court or arbitration
proceedings that could have a material adverse affect on the Company’s financial position, cash
flows, liquidity or results of operations.




 Annex 1.5 /   37 









 








4.8. Remuneration of the Members of the Management Board and the Supervisory Board



The remuneration of the members of the Management Board for 2008 is as follows:




	 	 	 	 	 	 	 	 	 
	(In thousands of EUR)	 	2008	 	 	2007	 
	Fixed compensation
	 	 	599	 	 	 	495	 
	Performance-related compensation
	 	 	433	 	 	 	48	 
	Termination benefits
	 	 	137	 	 	 	0	 
	Other compensation
	 	 	50	 	 	 	39	 
	 
	 	 	 	 	 	 
	Total
	 	 	1,219	 	 	 	582	 
	 
	 	 	 	 	 	 




All remuneration is of a short-term nature. “Other” remuneration consists mainly of rent allowances
and non-cash benefits.



As in 2007, the members of the Supervisory Board received no remuneration for serving on the Board.
Reimbursement of travel and other expenses does not exceed the income tax exemption limits.




4.9. Number of employees



In 2008 the Company employed an average of 1,087 (prior year 826) persons. Employees at the
reporting date were working in the following areas:




	 	 	 	 	 	 	 	 	 
	 	 	Dec 31, 08	 	 	Dec 31, 07	 
	Production
	 	 	1,110	 	 	 	956	 
	Administration
	 	 	50	 	 	 	32	 
	 
	 	 	 	 	 	 
	Total
	 	 	1,160	 	 	 	988	 
	 
	 	 	 	 	 	 





4.10. Other disclosures on the Company



Sovello operates in the market for photovoltaics, a market with a promising future. Its activities
comprise the development, manufacture and marketing of solar modules. Its integrated production
processes embrace the manufacture of solar wafers and solar cells, the primary components of solar
modules.



On November 10, 2008, an extraordinary meeting of the shareholders of EverQ GmbH passed a
resolution to reorganize the Company, under sections 190ff and 238ff of the German Company
Transformation Act (Umwandlungsgesetz), as a stock corporation (Aktiengesellschaft) named Sovello
AG. The meeting also approved the Articles 1 of Sovello AG. The resolution was notarized
by Notary Public Dr. Olaf Gerber, Frankfurt/Main (No. 78/2008-G in his register of instruments).
Sovello AG was






 




			
	1	 	A combination of articles of incorporation
and bylaws





 Annex 1.5 /   38 









 







entered in the commercial register of the Stendal District Court on November 24,
2008, under HRB 8253. The Company has its principal place of business at Sonnenallee 14-30, 06766
Bitterfeld-Wolfen (Ortsteil Thalheim), Germany.



The financial statements prepared in accordance with the provisions of the Commercial Code (HGB)
are obtainable at the Company’s principal place of business and are published in the Electronic
Federal Gazette.



Sovello is included in the consolidated financial statements of all three shareholders (by
Evergreen and Q-Cells using the equity method, and by REC using proportionate consolidation).
Information on the shareholdings will be found in Note 3.10. Equity.




4.11. Auditors’ fees



The fees for the auditors of the annual financial statements, Deloitte & Touche GmbH
Wirtschaftsprüfungsgesellschaft, Frankfurt/Main, including expense reimbursements, that were
recognized as expenses in 2008 amounted to:





	a)	 	For audit services EUR 98 (2007 EUR 78) thousand,






	b)	 	For tax services EUR 28 (2007 EUR 33) thousand,






	c)	 	For other confirmatory or valuation services EUR 193 (2007 EUR 71) thousand,




d) For other services EUR 1 (2007 EUR 39) thousand.




4.12. Subsequent events



With the exception of the facts and circumstances outlined below, no material events have occurred
since the end of the 2008 which have direct implications for Sovello’s financial position or
results of operations.



Under the terms of the syndicated loan agreement, Sovello is required to achieve certain financial
and budgetary ratios and to fund a debt servicing reserve account. The financial and budgetary
ratios were not achieved in certain cases as at December 31, 2008. The debt servicing reserve account has not been funded. This gives rise to a special
termination right on the part of the banking syndicate for all bank loans. The banking syndicate
has issued a letter dated December 23/29, 2008, waiving exercise of the termination right, and the
right to require funding of the debt servicing reserve account, until February 15, 2009.
Negotiations on the new version of the syndicated loan agreement are to be completed by that date.
The Management Board believes that these negotiations will have a positive outcome. The future
existence of the Company will shortly be endangered if, contrary to the Management Board’s
expectations, no agreement is reached with the banking syndicate and the special termination right
is exercised.




4.13. Authorization for issue



The Board of Management prepared the annual financial statements on January 30, 2009 and thereby
authorized them for issuance for the purposes of IAS 10.




 Annex 1.5 /   39 









 







Bitterfeld-Wolfen, January 30, 2009




Sovello AG

The Board of Management




	 	 	 

	signed

	 	signed
	Dr. Theodor Scheidegger

	 	Hans-Jörg Axmann
	Chief Executive Officer

	 	Chief Technology Officer
	 
	 	 
	signed

	 	signed
	Jörg Baumheuer

	 	Christian Langen
	Chief Operating Officer

	 	Chief Marketing and Sales Officer







 Annex 1.5 /   40 











 



 




Exhibit 5.5 (real estate)



Land register with local court (Grundbuchamt) Bitterfeld-Wolfen, register (Grundbuch) von Thalheim




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	land	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	encumbrances (for
	register	 	 	 	item on	 	 	 	 	 	 	 	 	 	 	 	additional encumbrances
	sheet	 	lot	 	sheet	 	 	 	size of area	 	 	 	property right of	 	see attached copy of land
	(Blatt)	 	(Flur)	 	(lfd. Nr.)	 	parcel no.	 	(sqm)	 	property owner	 	Sovello AG	 	register)
	979
	 	4	 	1	 	484	 	 	189	 	 	Sovello AG	 	ownership	 	mortgaged to Dt. Bank
	979
	 	4	 	2	 	467	 	 	26,834	 	 	Sovello AG	 	ownership	 	mortgaged to Dt. Bank
	979
	 	4	 	3	 	476	 	 	17,451	 	 	Sovello AG	 	ownership	 	mortgaged to Dt. Bank
	 
	 	 	 	 	 	 	 	 	44,474	 	 	 	 	 	 	 












 



 


Convenience Translation to Exhibit 5.5 (Warranty of Rights of Way)




	 	 	 

	Die BQP als im Grundbuch
eingetragene 
Eigentümerin sichert
Sovello und deren 
Rechtsnachfolgern zu

	 	The BQP as the registered owner of
the
 land ensures to Sovello and
their legal 
successors
	• unbegrenzten Zugang,

	 	• unrestricted access,
	• unbegrenzte Zufahrt und

	 	• unlimited access and
	• unbegrenzte Nutzung

	 	• unlimited use
	der verkehrs- und 

versorgungstechnischen 

Erschließungsanlagen, soweit dies 

die noch zu vermessenden und an den 

Zweckverband Technologiepark 

Mitteldeutschland zu übereignenden 

Grundstücksteile betrifft, auf denen
die 
Zufahrtsstraßen errichtet sind
und/oder in
 denen die
versorgungstechnischen 

Erschließungsanlagen sich befinden.

Die Zusicherung lässt Inhalte und 

Beschränkungen der Nutzbarkeit 

unberührt, die sich aus öffentlichem
Recht 
oder aus Rechtsverhältnissen
der Sovello 
AG mit Dritten,
insbesondere mit

Versorgungsunternehmen ergeben.

	 	of the transport infrastructure and supply
 facilities, where the parcels
of land are to
 be measured and to
convey to the
 Zweckverband
Technologie Park 
Mitteldeutschland
(an entity of public law), 
and where
access roads are errected 
and/or in
which the supply infrastructure

facilities are located. This
assurance 
keeps unaffected the
content, the viability
 and
limitations that are subject to
public 
law or are arising to Sovello
AG due to 
legal relationships with
third parties, 
particularly with
utility companies.












 



 


Additional information (real estate)




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	encumbrances (for
	 	 	land	 	 	 	 	 	 	 	total area	 	 	 	size of area	 	 	 	 	 	additional encumbrances
	 	 	register	 	 	 	item on	 	parcel	 	(square	 	 	 	or partial	 	property	 	property right of	 	see attached copy of land
	 	 	sheet	 	lot	 	sheet	 	no. (old)	 	meters)	 	parcel no. (new)	 	area (sqm)	 	owner	 	Sovello AG	 	register)
	Sovello 2
	 	943	 	4	 	13	 	56	 	 	9,944	 	 	472	 	 	9,945	 	 	BQP GmbH	 	priority notice	 	mortgaged to Dt. Bank
	Property Purchase Agreement
	 	349	 	4	 	21	 	108/55	 	 	11,210	 	 	536	 	 	11,176	 	 	BQP GmbH	 	priority notice	 	mortgaged to Dt. Bank
	Deed No. 655/06 of
	 	349	 	4	 	15	 	9/2	 	 	10,622	 	 	not yet messured	 	 	1,520	 	 	BQP GmbH	 	priority notice	 	mortgaged to Dt. Bank
	notary Claudia Dauer,
	 	349	 	4	 	16	 	9/4	 	 	3,290	 	 	not yet messured	 	 	3,254	 	 	BQP GmbH	 	priority notice	 	mortgaged to Dt. Bank
	Bitterfeld
	 	349	 	4	 	24	 	259/10	 	 	6,223	 	 	259/10	 	 	6,223	 	 	BQP GmbH	 	priority notice	 	mortgaged to Dt. Bank
	 
	 	349	 	4	 	28	 	9/1	 	 	10,281	 	 	not yet messured	 	 	1,451	 	 	BQP GmbH	 	priority notice	 	mortgaged to Dt. Bank
	 
	 	349	 	4	 	29	 	9/3	 	 	3,630	 	 	not yet messured	 	 	3,569	 	 	BQP GmbH	 	priority notice	 	mortgaged to Dt. Bank
	 
	 	349	 	4	 	30	 	7/5	 	 	7,554	 	 	not yet messured	 	 	2,841	 	 	BQP GmbH	 	priority notice	 	mortgaged to Dt. Bank
	 
	 	349	 	4	 	31	 	7/3	 	 	27,651	 	 	not yet messured	 	 	2,906	 	 	BQP GmbH	 	priority notice	 	mortgaged to Dt. Bank
	 
	 	349	 	4	 	32	 	7/4	 	 	27,781	 	 	not yet messured	 	 	10,409	 	 	BQP GmbH	 	priority notice	 	mortgaged to Dt. Bank
	 
	 	349	 	4	 	37	 	14	 	 	25,020	 	 	not yet messured	 	 	10,903	 	 	BQP GmbH	 	priority notice	 	mortgaged to Dt. Bank
	 
	 	349	 	4	 	41	 	210/13	 	 	54,729	 	 	not yet messured	 	 	19,521	 	 	BQP GmbH	 	priority notice	 	mortgaged to Dt. Bank
	 
	 	349	 	4	 	42	 	7/6	 	 	7,554	 	 	611	 	 	2,847	 	 	BQP GmbH	 	priority notice	 	mortgaged to Dt. Bank
	 
	 	349	 	4	 	43	 	13/1	 	 	8,273	 	 	613	 	 	8,273	 	 	BQP GmbH	 	priority notice	 	mortgaged to Dt. Bank
	 
	 	349	 	4	 	44	 	15	 	 	3,750	 	 	not yet messured	 	 	1,629	 	 	BQP GmbH	 	priority notice	 	mortgaged to Dt. Bank
	 
	 	349	 	4	 	45	 	615	 	 	7,740	 	 	not yet messured	 	 	3,766	 	 	BQP GmbH	 	priority notice	 	mortgaged to Dt. Bank
	 
	 	349	 	4	 	46	 	8	 	 	4,800	 	 	not yet messured	 	 	366	 	 	BQP GmbH	 	priority notice	 	mortgaged to Dt. Bank
	 
	 	349	 	4	 	47	 	95/11	 	 	1,000	 	 	not yet messured	 	 	967	 	 	BQP GmbH	 	priority notice	 	mortgaged to Dt. Bank
	 
	 	349	 	4	 	14	 	160/7	 	 	38,298	 	 	not yet messured	 	 	3,758	 	 	BQP GmbH	 	priority notice	 	mortgaged to Dt. Bank
	 
	 	88	 	4	 	2	 	12/1	 	 	15,738	 	 	not yet messured	 	 	236	 	 	BQP GmbH	 	priority notice	 	mortgaged to Dt. Bank
	 
	 	88	 	4	 	3	 	12/2	 	 	20,280	 	 	not yet messured	 	 	8,874	 	 	BQP GmbH	 	priority notice	 	mortgaged to Dt. Bank
	 
	 	429	 	4	 	1	 	126/7	 	 	14,790	 	 	not yet messured	 	 	139	 	 	BQP GmbH	 	priority notice	 	mortgaged to Dt. Bank
	 
	 	772	 	4	 	5	 	17/7	 	 	61,111	 	 	not yet messured	 	 	1,587	 	 	BQP GmbH	 	priority notice	 	mortgaged to Dt. Bank
	 
	 	207	 	4	 	1	 	10/1	 	 	26,408	 	 	not yet messured	 	 	3,869	 	 	BQP GmbH	 	priority notice	 	mortgaged to Dt. Bank
	subtotal
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	120,029	 	 	 	 	 	 	 
	Sovello 3
	 	349	 	4	 	11	 	6/3	 	 	25,453	 	 	not yet messured	 	 	9,729	 	 	BQP GmbH	 	priority notice	 	mortgaged to Dt. Bank
	Property Purchase Agreement
	 	349	 	4	 	12	 	7/1	 	 	84,325	 	 	not yet messured	 	 	32,211	 	 	BQP GmbH	 	priority notice	 	mortgaged to Dt. Bank
	Deed No. 344/07 of
	 	349	 	4	 	13	 	7/3	 	 	27,651	 	 	not yet messured	 	 	7,480	 	 	BQP GmbH	 	priority notice	 	mortgaged to Dt. Bank
	notary Claudia Dauer,
	 	349	 	4	 	26	 	151/7	 	 	7,509	 	 	not yet messured	 	 	173	 	 	BQP GmbH	 	priority notice	 	mortgaged to Dt. Bank
	Bitterfeld
	 	349	 	4	 	31	 	7/2	 	 	14,968	 	 	not yet messured	 	 	5,633	 	 	BQP GmbH	 	priority notice	 	mortgaged to Dt. Bank
	 
	 	349	 	4	 	33	 	150/7	 	 	7,509	 	 	not yet messured	 	 	156	 	 	BQP GmbH	 	priority notice	 	mortgaged to Dt. Bank
	 
	 	349	 	4	 	46	 	8	 	 	4,800	 	 	not yet messured	 	 	1,190	 	 	BQP GmbH	 	priority notice	 	mortgaged to Dt. Bank
	 
	 	349	 	4	 	52	 	6/2	 	 	30,544	 	 	not yet messured	 	 	2,826	 	 	BQP GmbH	 	priority notice	 	mortgaged to Dt. Bank
	 
	 	98	 	4	 	1	 	6/4	 	 	8,003	 	 	not yet messured	 	 	152	 	 	BQP GmbH	 	priority notice	 	mortgaged to Dt. Bank













 



 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	encumbrances (for
	 	 	land	 	 	 	 	 	 	 	total area	 	 	 	size of area	 	 	 	 	 	additional encumbrances
	 	 	register	 	 	 	item on	 	parcel	 	(square	 	 	 	or partial	 	property	 	property right of	 	see attached copy of land
	 	 	sheet	 	lot	 	sheet	 	no. (old)	 	meters)	 	parcel no. (new)	 	area (sqm)	 	owner	 	Sovello AG	 	register)
	 
	 	98	 	4	 	2	 	6/5	 	 	9,427	 	 	not yet messured	 	 	94	 	 	BQP GmbH	 	priority notice	 	mortgaged to Dt. Bank
	 
	 	429	 	4	 	1	 	126/7	 	 	14,790	 	 	not yet messured	 	 	356	 	 	BQP GmbH	 	priority notice	 	mortgaged to Dt. Bank
	subtotal
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	60,000	 	 	 	 	 	 	 
	total
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	180,029	 	 	 	 	 	 	 






By Property Purchase Agreements, UR-No. 655/06 and 344/07 the Sovello AG bought, parts of a
large number of plots of land. The contracts provide that the measurement of purchased parts
should take place when the remaining areas are sold to expected further buyers. But the remaining
areas have not been sold so far due to lack of demand. Therefore, for reasons of cost thereof, the
parties have refrained from measure the purchased parts. Meanwhile, the seller and Sovello have
agreed to measure the parts purchased by Sovello without regard to the sale of the remaining land.
The measurement of these purchased land is currently happening. The measurement of the property
subject to the contracts with the Deed No. 655/06 and 344/07 is currently in process. The purchased
land will cadastrally combined into a single plot of land. As the owner of this new single parcel
of land will then registered in the land register the Sovello AG on the basis of the existing
priority notices of conveyance. To ensure the rights of way subsequently will be registred in the
land register easements for the benefit of Sovello AG to the affected parcels of third parties.



Unless due to statutory provision, the relevant infrastructure facilities, especially the roads and
infrastructur facilities should be dedicated by public law to public use. Currently, the rights of
way and the use of infrastructure facilities by Sovello AG are secured by a respective written
warranty by the land owner of the respective plots, the BQP GmbH. The pledge of conveyance claim to
the Dt. Bank will safeguard their right to register a collective mortgage, on the properties
purchase by Sovello.












 



 




Exhibit 5.6



Company holds all governmental approvals and/or necessary permits.



(Qualifiers for compliance with laws and regulations during the past five years)



1. According to § 14 “Gewerbeordnung” (GewO), the conversion from a limited liability company into
a stock corporation requires the registration of the new business and deregistration of the old
business. Sovello was founded on Nov 24th, 2008 with entry into the commercial register. However,
the new corporation Sovello AG and the former corporation EverQ GmbH was registered according to §
14 GewO only on March 12th, 2009.



2. In a decree on state aid C27/2008 dated January 27, 2010 the European Commission informed the
Federal Republic of Germany that the so called SME Bonus in the amount of roughly € 9.13 million
was illegitimately granted to Sovello AG (then EverQ GmbH) in June 2006. Therefore, the entire
amount including accrued interest was reclaimed. According to the decree the Federal Republic of
Germany has to determine the total amount (original grant and accrued interest) to be reclaimed and
provide evidence that the applicable repayment order has been submitted to Sovello AG by the end of
March 2010. Sovello expects a claim in the range of € 11.2m to € 11.6m with a due date at the end
of April 2010. The Company does not intend to dispute the ruling in court.



3. According to German law (§77 SGB IX) companies with more than 20 employees must employ a certain
number of severely handicapped persons or, else, pay compensation to a governmental fund which uses
the contributions to create and maintain jobs for disabled people in other companies, foundations
or public bodies. In the past five years Sovello has not always employed the required number of
handicapped persons and, therefore regularly has paid the compensation. Since the amount due is
being determined only after the close of
the calendar year and payment usually takes place only in March, Sovello is regularly making
provisions for this type of compensation. For calendar year 2009 Sovello expects payments of no
more than € 150,000, which is reflected in our accounts accordingly. For the avoidance of doubt,
the existence of such a provision is not necessarily an indication of unlawful behavior. In view of
the Company, not employing the required number of handicapped persons is not against the law as
long as (I) regular requests for qualified handicapped persons are being submitted to the
Employment Agency and (II) as long as possibly ensuing monetary compensation is being paid if
placement services by the Employment Agency do not result in a sufficiently large number of
handicapped persons actually being employed. Sovello has — to its best knowledge — complied with
both requirements and, consequently, has not been fined for any offence in this regard.



4. Lawsuit at the District Court of Dessau-Roßlau (Landgericht Dessau-Roßlau, ref. no. 4 O 389/09:
HS Management Consultants, prop. Heiko Schmidt vs. Sovello AG re claim, amount in dispute prelim. €
11,554.82. Sovello AG has been sued by HS management consultants, prop. Heiko Schmidt (HS) for
payment of compensation for head hunter services. Disputed is whether the services were provided as
contractually agreed. On March 17, 2010 the Court has verbally informed about its judgement of the
same date. Sovello is obliged to pay the bulk of the disputed claim (€ 10,412.50) plus interest and
various fees and legal costs estimated at roughly additional € 6,000. Whether or not legal remedies
could have chances of success will be subject to lawyers’ evaluation as soon as the judgement in
written form will be available. Notwithstanding this current judgment Sovello and HS have a
framework agreement, which runs through the end of 2012, according to which HS has the right to
receive a certain number of mandates for recruiting services per year. HS has billed and raised
claims against Sovello for not having received the agreed number of mandates in 2007 through 2009.
Whether such a claim is warranted, potentially depends on the (yet unknown)












 



 



reasoning in the above
mentioned Court ruling. As the Court has not yet published the entire judgement, the probability of
success of the HS claim is difficult to assess. The maximum risk in this matter is € 183,200.
Sovello has made provisions for this amount in their financial statements 2009. If HS were to raise
a claim for the entire span of the framework agreement up to the end of 2012 and Sovello will not
use HS services in the years to come at all and Sovello fails to find an amicable solution with HS
(e.g. by scaling down the agreement) the claim for lost revenues could be up to € 492,425,
including the above mentioned € 183,200. However, thus far HS has not raised such a claim, but has
indicated their willingness to negotiate a contract amendment. Therefore and according to Sovello’s
legal counsel there is only a remote risk of such a claim materializing and being successful.
Consequently, no provisions have been made and there is no mentioning of this maximum risk in
Sovello’s financial statements 2009 (according to IFRS).



5. Lawsuit at the District Labour Court of Saxony-Anhalt (Landesarbeitsgericht Sachsen-Anhalt, ref.
no. 2 Sa 188/09: Friedhelm Klee vs. Sovello AG). Mr. Klee disputed the legitimacy of the
termination of his employment contract by Sovello
AG (dated Dec. 10, 2008, effective June 30, 2009). Sovello had cited business-related reasons
(betriebsbedingte Kündigung). This lawsuit was settled out of court on July 8, 2009. All agreed
settlement payments (€ [****]) have been made by Sovello AG.



6. In connection with the planned IPO Sovello Ag in fall 2008 had made an offer to [****] to become
CFO of the Company. This offer had been accepted by [****], but only with changes to the contract.
Subsequent negotiations and events did not lead to an agreement between [****] and Sovello. The
parties were discussing matters out of court and settled their dispute out of court. The agreed
payment to [****] amounting to € [****] has been made by Sovello AG.



7. Further employment related
disputes, which were settled out of court , are:




a. [****] (settlement payment by Sovello AG: € [****])

b. [****] (settlement payment by Sovello AG: [****])

c. [****] (settlement payment by Sovello AG: [****])

d. [****] (settlement payment by Sovello AG: [****])



8. Injunction suit Rätia Energie AG vs. Sovello AG: Rätia Energie AG (Switzerland) is owner of a
trademark (word and logo mark — Wort/Bild-Marke) »Pure Power«. Sovello uses »Pure Power« as part
of the product names for its PV modules. Sovello has applied for registration of a word mark »Pure
Power«. This application has been rejected by the respective authorities (DPMA Deutsches Patent-
und Markenamt, HABM Harmonisierungsamt für den Binnenmarkt — Marken, Muster, Modelle) due to so
called absolute reasons for refusal. At March 9th, 2010 Rätia Energie AG has summoned Sovello to
omit using »Pure Power«. Sovello has mandated the lawfirm Aderhold Rechtsanwälte GmbH in this case.



9. All solar panels manufactured by Sovello, including those that bear the Evergreen brand, are
subject to warranties that extend as long as 5 (product) and 25 years (performance), respectively.
While the solar panels have passed certain certification tests, it cannot be excluded that panels
sold before the Closing Date do not comply with the statutory and contractual requirements for the
term of the warranties. However, Sovello expects that warranty claims for the next 25 years will
not exceed the respective warranty accruals as reflected in the draft financial statement for the
financial year 2009, which is attached in Exhibit 5.4 to the SPA.



10. Warranty claims vs. Sovello AG: Certain solar modules (with total rated power of 26 MWp)
shipped under the Evergreen brand prior to 2007 but manufactured by Sovello (then: EverQ GmbH)
occurred to be prone to a so called polarization effect. To avoid potential damage










 



 



systems
including these modules need to be grounded. A Grounding Program to make necessary adjustments to
these is being executed by Evergreen Solar and paid for by Sovello. According to Evergreen the
Program’s estimated costs are € 2.5m, € 2.07m of which have been disbursed by Sovello per December
2009. Other than this there are no warranty claims exceeding the normal course of business.



11. Sovello AG on numerous occasions has allowed due dates for accounts payable to elapse. Except
for overdue fines and interest on arrears Sovello has not incurred any damages. There have been no
lawsuits or court orders in this regard.



12. Sovello has breached a number of covenants and stipulations in the loan agreement with a
banking consortium led by Deutsche Bank and HVB (dated April 30, 2007 and amended from time to
time). In particular, Sovello has not adhered to one or more financial ratios laid out in paragraph
15 (1), has not reach the capacity utilization rate stipulated in paragraph 16 (19), has not paid
the amounts set in paragraph 7 as demanded (by Jan 26, 2010), has not ramped-up production in SV 3
by Sept. 30 (as requested in paragraph 14), 2009 and has not fulfilled its business plan.



13. Ever since its foundation Sovello AG (formerly EverQ GmbH) has used the STRING RIBBONTM
trademark according to the guidelines provided by the holder of the trademark rights, but without
explicit license agreement with its shareholder Evergreen Solar Inc. A trademark licensing
agreement with Evergreen is currently under review by Sovello.



14. In recent months external tax audit — pertaining to corporate, trade and value added tax as
well as investment grants — was performed for fiscal years 2004 until 2007. No final audit report
and ensuing revised tax assessments for the years under review have been issued yet. As it seems
likely — based on Sovello discussions with auditors — that Sovello will face an additional tax
bill, provisions in the amount of roughly € 300k (incl. interest) have been made in the 2009 annual
report to cover the following findings:



- Warranty provisions for fiscal years 2006 and 2007 were not accepted by tax auditors to the
extent proposed by Sovello resulting in € 486 higher taxable income from those years.



- A portion of interest paid for shareholder loans during 2006 (€ 232k) is not tax deductible
according to § 8a KStG a.F.



- Due to a change of control in 2005 a loss carry forward from 2004 in the amount of € 19k is
considered to be no longer applicable and will likely be reverted.



Regarding compliance with environmental laws we refer to Exhibit 5.10 (a).












 



 




Exhibit 5.8




1. Sovello AG gg./vs. FBR




	 	 	 

	Rechtsstreit vor dem Landgericht Berlin,

Az. 94 O 80/09: Sovello AG gg. Franke,

Baehr & Ritter GmbH wg. Schadenersatz; 

vorl. Streitwert: 333.577,25 Euro. Die

Sovello AG hat die Franke, Baehr & Ritter

GmbH (FBR) auf Schadenersatz verklagt. 

Dem liegt zugrunde, dass bei der 

Errichtung von Sovello 1 bei der

Herstellung von Rückkühlwerken nach

einer erforderlichen und von FBR 

durchgeführten Spülung der 

Rückkühlwerke sorgfaltswidrig Wasser in 

den Rückkühlwerken verblieben ist.

Aufgrund strengen Frosts in den

Folgetagen, sind die Rückkühlwerke vereist 

und geplatzt. Es war erforderlich, die 

Rückkühlwerke vollständig und aufgrund 

des weiter vorangeschrittenen Baus der

Werkhalle von Sovello 1 bautechnisch 

aufwändig aus zu tauschen. FBR 

bestreitet, dem Grund nach 

schadenersatzpflichtig zu sein und im

Übrigen die Höhe des entstandenen 

Schadens. Außerdem wird seitens des 

Beklagten die Zulässigkeit der vertraglich 

vereinbarten örtliche Zuständigkeit des 

Landgerichts Berlin bestritten.

Verfahrensstand ist, dass für den 19. März 

2010 ein erster Verhandlungstermin 

anberaumt ist. 

Das Kostenrisiko für den Rechtsstreit liegt

im Falle eines Unterliegens in allen 

Instanzen bei rd. [****] Euro. Hinzu 

kommen auch im Falle eines gerichtlichen 

Obsiegens ggf. nicht erstattungsfähige 

Kosten der von Sovello beauftragten 

Prozessanwälte, sofern das vereinbarte

Honorar die vom Gegner

erstattungsfähigen Kosten übersteigt.

	 	Lawsuit at the District Court of Berlin

(Landgericht Berlin), ref. no. 94 O 80/09:

Sovello AG vs Franke, Baehr & Ritter

GmbH re Damages, amount in dispute

prelim. 333,577.25 euros. The Sovello AG

has sued the Sovello Franke, Baehr &

Ritter GmbH (FBR) for damages. The

lawsuit is based on the following facts. At

the assembly of heat exchangers in

connection with the construction of Sovello

1 it was necessary to rinsing these heat

exchangers. This rinsing procedures were

carried out by FBR. By negligent nondiligence

of FBR personnel remains water

in the cooling system’s heat exchangers.

Due to severe frosts in the coming days

this water was frozen and the ice burst the

heat exchangers. Due to the construction

progress in the meantime It was necessary

to replace the heat exchangers in a

complex and therefore costly manner. FBR

denies its responsibility and the claim of

Sovello on its merits, and, moreover, the

amount of damages. It is also disputed by

the defendant the admissibility in regard of

the jurisdiction of the District Court Berlin.

Of procedure is that for 19 March 2010, a

first hearing is scheduled.

The cost risk of the litigation is in the case

of dismissal action in all instances at

approx. [****] euro. But as well in the

case of prevailing, there are nonrecoverable

costs by Sovello’s mandated

litigators, it and to the extend the agreed

fees exceed the amount recoverable by law

by the opponents side.












 



 


2. Sovello AG gg./vs. HS Management Consultants




	 	 	 

	Rechtsstreit vor dem Landgericht Dessau-

Roßlau, Az. 4 O 389/09: HS Management 

Consultants, Inh. Heiko Schmidt gg.

Sovello AG wg. Forderung; vorl. Streitwert 

11.554,82 Euro. Die Sovello AG ist hier 

von Management Consultants, Inh. Heiko 

Schmidt (HS) auf Zahlung der Vergütung 

für Personal-Recruiting-Dienstleistungen 

verklagt worden. Streitig ist, ob die

Dienstleistungen vertragsgemäß erbracht

worden sind. Am 17. März 2010 erging das 

mündliche Urteil, wonach Sovello den 

Großteil des Streitwerts (10.412,50 €) plus 

Zinsen und Kosten des Rechtsstreits i.H.v. 

geschätzten 6.000 € an HS zahlen muss. 

Die Erfolgswahrscheinlichkeit von Rechtsmitteln 

wird rechtsanwaltlich geklärt 

werden, sobald die schriftliche Urteilsbegründung

vorliegt. 

Ungeachtet dieses jüngsten Urteils hat

Sovello weiterhin einen bis Ende 2012 

laufenden Rahmenvertrag mit HS, der HS 

den Anspruch auf eine gewisse Zahl an 

Personalrekrutierungsaufträgen pro Jahr 

gibt. HS hat Sovello für den Nicht-Erhalt

der vereinbarten Anzahl an Mandaten in 

den Jahren 2007 bis 2009 Rechnungen 

gestellt und Ansprüche geltend gemacht. 

Ob diese Ansprüche gerechtfertigt sind, 

hängt möglicherweise von der (noch 

unbekannten) Argumentation in dem oben 

genannten Urteil ab. Da das Gericht noch 

nicht das gesamte Urteil ausgehändigt hat, 

sind die Erfolgswahrscheinlichkeiten der 

HS Forderungen schwer einzuschätzen. 

Das Maximalrisiko in dieser Sache liegt bei 

[****] €. In dieser Höhe hat Sovello im 

Jahresabschluss 2009 Rückstellungen 

gebildet.

Falls HS Ansprüche auf entgangene 

Umsätze für die gesamte Dauer des 

Rahmenvertrags bis Ende 2012 erheben 

sollte und Sovello HS in Zukunft überhaupt 

nicht mehr mandatieren sollte und Sovello 

keine gütliche Einigung mit HS erreichen 

sollte (z.B. Reduzierung des Vertragsumfangs), 

dann läge das Risiko bei bis zu 

[****] €, einschließlich der oben 

erwähnten [****].

	 	Lawsuit at the District Court of Dessau-

Roßlau (Landgericht Dessau-Roßlau, ref.

no. 4 O 389/09: HS Management

Consultants, prop. Heiko Schmidt vs.

Sovello AG re claim, amount in dispute

prelim. € 11,554.82. Sovello AG has been

sued by HS management consultants,

prop. Heiko Schmidt (HS) for payment of

compensation for head hunter services.

Disputed is whether the services were

provided as contractually agreed. On

March 17, 2010 the Court has verbally

informed about its judgement of the same

date. Sovello is obliged to pay the bulk of

the disputed claim (€ 10,412.50) plus

interest and various fees and legal costs

estimated at roughly additional € 6,000.

Whether or not legal remedies could have

chances of success will be subject to

lawyers’ evaluation as soon as the

judgement in written form will be available.

Notwithstanding this current judgment

Sovello and HS have a framework

agreement, which runs through the end of

2012, according to which HS has the right

to receive a certain number of mandates for

recruiting services per year. HS has billed

and raised claims against Sovello for not

having received the agreed number of

mandates in 2007 through 2009. Whether

such a claim is warranted, potentially

depends on the (yet unknown) reasoning in

the above mentioned Court ruling. As the

Court has not yet published the entire

judgement, the probability of success of the

HS claim is difficult to assess. The

maximum risk in this matter is € [****].

Sovello has made provisions for this

amount in their financial statements 2009.

If HS were to raise a claim for the entire

span of the framework agreement up to the

end of 2012 and Sovello will not use HS

services in the years to come at all and

Sovello fails to find an amicable solution

with HS (e.g. by scaling down the

agreement) the claim for lost revenues

could be up to € [****], including the

above mentioned € [****].












 



 


	 	 	 

	Allerdings hat HS bisher keine solchen 

Ansprüche erhoben, sondern hat seine 

Bereitschaft angekündigt, eine Vertragsanpassung 

zu verhandeln. Deshalb und 

laut Rechtsberater von Sovello ist das 

Risiko, dass eine Klage in dieser Höhe 

erhoben und erfolgreich sein wird äußerst 

gering. Folglich hat Sovello für diese 

Eventualität keine Rückstellung gebildet 

und den Sachverhalt im Jahresabschluss 

2009 nicht erwähnt (gemäß IFRS).

	 	However, thus far HS has not raised such a

claim, but has indicated their willingness to

negotiate a contract amendment. Therefore

and according to Sovello’s legal counsel

there is only a remote risk of such a claim

materializing and being successful.

Consequently, no provisions have been

made and there is no mentioning of this

maximum risk in Sovello’s financial

statements 2009 (according to IFRS).






3. Investitionszulagen / Investment Grants SV 3




	 	 	 

	Sovello ist aufgrund des

Investitionszulagengesetzes berechtigt, für 

das Investitionsprojekt ,,Sovello 3“

Investitionszulagen zu beantragen. Es 

wurden entsprechende Anträge auf 

Investitionszulage beim zuständigen 

Finanzamt Bitterfeld-Wolfen gestellt. Diese

Zulagenanträge sind jährlich für

Investitionen des jeweils abgelaufenen

Wirtschaftsjahres zu stellen. Für in den 

Wirtschaftsjahren bis einschließlich 2009 

getätigte Investitionen wurden bereits 

entsprechende Anträge auf 

Investitionszulage gestellt. Aufgrund der

Größe des Investitionsprojektes ist dieses 

Vorhaben notifizierungspflichtig. Ein 

entsprechender Notifizierungsantrag wurde 

beim Wirtschaftsministerium des Landes 

Sachsen-Anhalts zur Weiterleitung an die 

Europäische Kommission ebenfalls bereits 

eingereicht. In diesem Zusammenhang ist 

darauf hinzuweisen, dass in diesem 

Notifizierungsantrag die Projekte ,,Sovello 

2“ und ,,Sovello 3“ als ein gemeinsames 

Vorhaben im förderrechtlichen Sinn 

behandelt wurden. Demzufolge ist — anders 

als bei ,,Sovello 1“ und ,,Sovello 2“, die von 

der EU-Kommission erst nach eingehender 

Prüfung als getrennte Investitionsprojekte 

anerkannt wurden — nicht mit einem

Hauptprüfverfahren für die

Investitionszulagen ,,Sovello 3” zu rechnen.

	 	According to the law

(“Investitionszulagengesetz”) Sovello is

entitled to apply for subsidies for the

investment project “Sovello 3”. The

respective applications have been filed with

German tax authorities in charge — in this

case Finanzamt Bitterfeld-Wolfen. The

applications for subsidies are to be filed

annually for the fiscal year just ended.

Sovello has filed subsidy applications for all

investments made through fiscal year 2009.

Given the size of the investment project, it

requires notification by the European

Commission. Sovello has already

submitted the notification application to the

Ministry of Economics of the state Saxony-

Anhalt for forwarding to the European

Commission. In this context it should be

noted that with respect to subsidy laws

“Sovello 2” and “Sovello 3” have been

treated as joint projects in this notification

application. Therefore, Sovello does not

expect an in-depth investigation of the

“Sovello 3” grants (“Hauptprüfverfahren”),

contrary to “Sovello 2” where the European

Commission acknowledged “Sovello 1” and

“Sovello 2” as separate investment projects

only after performing an in-depth

investigation.












 



 


4. KMU / SME Bonus SV 1




	 	 	 

	In einem am 27.01.2010 erlassenen

Beschluss über die staatliche Beihilfe 

C27/2008 teilte die Europäische 

Kommission mit, dass die Bundesrepublik 

Deutschland den sogenannten KMU-Bonus 

i.H.v. rund 9,13 Mio. € zugunsten der 

SovelloAG (vormals EverQ GmbH) im Juni 

2006 rechtswidrig gewährt habe. Die 

Beihilfe wurde deshalb in voller Höhe 

einschließlich aufgelaufener Zinsen 

zurückgefordert. 

Gemäß Beschluss hat die Bundesrepublik 

Deutschland bis Ende März 2010 Zeit, um 

den Gesamtbetrag (Hauptforderung und 

Zinsen) zu ermitteln und nachzuweisen,

dass entsprechende 

Rückzahlungsanordnungen an die Sovello 

AG ergangen sind. Sovello rechnet mit 

einer Gesamtforderung zwischen 11,2 Mio. 

€ und 11,6 Mio. €, die Ende April 2010 

fällig wird. Die Gesellschaft beabsichtigt

nicht, gegen den Beschluss Rechtsmittel

einzulegen.

	 	In a decree on state aid C27/2008 dated

January 27, 2010 the European

Commission informed the Federal Republic

of Germany that the so called SME Bonus

in the amount of roughly € 9.13 million was

illegitimately granted to Sovello AG (then

EverQ GmbH) in June 2006. Therefore, the

entire amount including accrued interest

was reclaimed.

According to the decree the Federal

Republic of Germany has to determine the

total amount (original grant and accrued

interest) to be reclaimed and provide

evidence that the applicable repayment

order has been submitted to Sovello AG by

the end of March 2010. Sovello expects a

claim in the range of € 11.2m to € 11.6m

with a due date at the end of April 2010.

The Company does not intend to dispute

the ruling in court.






5. Betriebsprüfung/Tax Audit




	 	 	 

	Eine steuerliche Betriebsprüfung für den 

Zeitraum 2004-2007, deren 

Abschlusstreffen im Dezember 2009 

stattfand deren Abschlussbericht jedoch 

noch nicht vorliegt, ergab nach aktuellem 

Kenntnisstand keine Hinweise auf einen 

wesentlichen Anpassungsbedarf der 

ausgewiesenen Gewinne (siehe Exhibit 5.6 

für weitere Details) .

	 	A tax audit for the period 2004-2007, the

final meeting of which took place in

December 2009, however, whose final

report has not been issued yet, to current

knowledge did not reveal the need for any

material adjustments to the reported

earnings figures (see Exhibit 5.6 for further

detail).












 



 

Exhibit 5.10 (a) — Environmental Matters



1. During the ramp-up phase of SV3 it occurred that a required NOx scrubber had not been installed
and SV3, therefore, could not be operated at full load. Meanwhile the required scrubber has been
installed and is working since February 4th ,2010. During the period of partial SV3 capacity
utilization the exhaust gas substance values have been monitored online at all times and at no time
have exceeded the officially required threshold values of the TA Luft (administrative regulations
for illustrating provisions of the environmental law). Consequently, no official environmental
complaint was reported. However, management cannot fully exclude the possibility that due to
possibly unnoticed malfunctions of the monitoring system, Sovello at some point may have exceeded
this threshold and could therefore potentially have violated the legal thresholds.



2. In 2008 we received an official complaint of the local Environmental Agency regarding complaints
of the neighboring village about irritation caused by odor from the DECAL metallization exhausts
and about exceeding certain TA Luft thresholds. Sovello agreed with the Environmental Agency on a
plan to resolve the issue through an additional filter system. The filter system is on order and
will be installed by July 2010. The supplier of the equipment has provided a guarantee that Sovello
will undercut all TA Luft thresholds in SV1, once the filter will have been installed, i.e. there
is next to no risk that Sovello will have issues in this regard going forward. Also the
Environmental Agency has inquired about the system to be implemented and has endorsed the planned
solution. There have been no fines for exceeding certain TA Luft thresholds in the past and to the
best knowledge of Sovello there are no charges against Sovello imminent in this matter, as there is
a constructive and trustful cooperation between Sovello and the Environmental Agency.











 



 



Exhibit 5.11 list of all investment subsidies received or currently applied for as well as
a deficiency guarantee of the Federal State Sachsen-Anhalt applied for



state grants



   (Investitionszuschüsse) / Investment subsidies Typ A — taxable




	 	 	 	 	 	 	 

	1]

	 	Final notification dated January 28, 2009 regarding Production line 1

(Schlussbescheid)
	 	14.142.000,00 EUR
	 	received incl. SME-bonus
	 
	2]

	 	Final notification dated January 29, 2009 regarding Production line 2

(Teilwiderrufsbescheid)
	 	17.220.066,05 EUR
	 	received






federal grants



(Investitionszulagen) / Investment subsidies Typ B — tax free




	 	 	 	 	 	 	 	 	 	 	 	 	 

	 	 	Production line 1 
	 	 	 	 	 	 	 	 	 	 
	 	 	InvZulG 2005, Calendar year 2005
	 	 	25,00	%	 	9.128.409,13 EUR	 	received incl. SME-bonus
	 	 	InvZulG 2005, Calendar year 2006
	 	 	25,00	%	 	5.200.724,63 EUR	 	received incl. SME-bonus
	 	 	 	 	 	 	 	 	 	 	 
	1]	 	 
	 	 	 	 	 	14.329.133,76 EUR	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	Production line 2
	 	 	 	 	 	 	 	 	 	 
	 	 	InvZulG 2007, Calendar year 2006
	 	 	12,50	%	 	4.728.000,88 EUR	 	received
	 	 	InvZulG 2005, Calendar year 2006
	 	 	12,50	%	 	49.673,21 EUR	 	applied for [without SME-bonus]
	 	 	InvZulG 2007, Calendar year 2007
	 	 	12,50	%	 	8.149.400,13 EUR	 	received
	 	 	InvZulG 2007, Calendar year 2008
	 	 	12,50	%	 	345.083,00 EUR	 	received
	 	 	InvZulG 2007, Calendar year 2009
	 	 	12,50	%	 	53.184,00 EUR	 	applied for
	 	 	Extension Production line 1
	 	 	 	 	 	 	 	 	 	 
	 	 	InvZulG 2007, Calendar year 2006
	 	 	12,50	%	 	120.337,12 EUR	 	applied for
	 	 	InvZulG 2007, Calendar year 2007
	 	 	12,50	%	 	319.391,00 EUR	 	applied for
	 	 	InvZulG 2007, Calendar year 2008
	 	 	12,50	%	 	45.006,01 EUR	 	applied for
	 	 	InvZulG 2007, Calendar year 2009
	 	 	12,50	%	 	8.493,67 EUR	 	applied for
	 	 	 	 	 	 	 	 	 	 	 
	2]	 	 
	 	 	 	 	 	13.818.569,02 EUR	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	Production line 3
	 	 	 	 	 	 	 	 	 	 
	 	 	InvZulG 2007, Calendar year 2007
	 	 	10,20	%	 	714.792,02 EUR	 	applied for *)
	 	 	InvZulG 2007, Calendar year 2008
	 	 	10,20	%	 	9.266.975,18 EUR	 	applied for *)
	 	 	InvZulG 2007, Calendar year 2009
	 	 	10,20	%	 	3.377.406,05 EUR	 	applied for *)
	 	 	 	 	 	 	 	 	 	 	 
	3]	 	 
	 	 	 	 	 	13.359.173,25 EUR	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	Extension Production line 2
	 	 	 	 	 	 	 	 	 	 
	 	 	InvZulG 2007, Calendar year 2008
	 	 	10,20	%	 	104.279,90 EUR	 	applied for *)
	 	 	InvZulG 2007, Calendar year 2009
	 	 	10,20	%	 	96.748,22 EUR	 	applied for *)
	 	 	 	 	 	 	 	 	 	 	 
	4]	 	 
	 	 	 	 	 	201.028,12 EUR	 	 
	 	 	 	 	 	 	 	 	 	 	 








 




			
	1]	 	the EU decided on January 27, 2010 that the SME-bonus (approx. EUR 11.2 -11.6 million,
including interests) needs to be repaid by the Company (commission decision C27/2008)
	 
	2]	 	the EU approved the subsidies on June 17, 2009 (and July 20, 2009 EFRE part) (commission decision C21/2008)
	 
	3]	 	the EU approval is outstanding; Notification documentation was prepared in 2009, and is now under review of Ministry of Economy S/A
	 
	4]	 	additional investment needs to be applied for by EU
	 
	*)	 	applied for nominal 12,5% due to due tax application form, based on the notification by European Commission 10,2% expected





deficiency guarantee of the Federal State of Sachsen-Anhalt



On October 30, 2009, Sovello AG has applied for a deficiency guarantee of the Federal
State of Sachsen-Anhalt for a working capital loan of EUR 15 million.










 



 

Exhibit 6.1 (a) — Conduct of Business



No applicable items











 



 




Exhibit 10



All current or future claims (whether contractual or statutory, whether current or future and
whether actual or contingent) against Sellers and Sellers’ Affiliates





	(i)	 	relating to any breach of any contract by Sellers or Sellers’ Affiliates;
	 
	(ii)	 	relating to any warranty, indemnification or similar claims relating to delivery of defective
or insufficient products or services;
	 
	(iii)	 	under any of the contracts listed in Section 2 (i) and (v) of Exhibit 4.4(l) to this
Agreement; or
	 
	(iv)	 	arising after the date hereof.




In addition, the following current claims against Sellers and Sellers’ Affiliates:





	(v)	 	Payment claims against Q-Cells in the amount of EUR 31,569.50 for supplies;
	 
	(vi)	 	Payment claims against Evergreen as specified in Section 3.2(b) of this Agreement in the
amount of (x) EUR 1,143,114.40, plus accrued, but unpaid interest thereon in the amount of EUR
31,871.21 and (y) USD 479,407.78, plus accrued, but unpaid interest thereon in the amount of
EUR 197.09 mainly for the delivery of solar modules.











 



 


Exhibit 13.3




Contact details




	 	 	 

	Seller 1

	 	Q-Cells SE
	 

	 	OT Thalheim
	 

	 	Sonnenallee 17-21
	 

	 	06766 Bitterfeld-Wolfen
	 

	 	Germany
	 
	 	 
	 

	 	Attention: General Counsel
	 

	 	Telefax: +49 (0) 3494 6699 44000
	 
	 	 
	 

	 	With a copy to:
	 
	 	 
	 

	 	Heymann & Partner
	 

	 	Taunusanlage 1
	 

	 	60329 Frankfurt am Main
	 
	 	 
	 

	 	Attention: Dr. Henning Bloss
	 

	 	Telefax: +49 (0) 69 768 063 15
	 
	 	 
	Seller 2

	 	Renewable Energy Corporation ASA
	 

	 	Kjørboveien 29
	 

	 	NO-1337 Svandvika
	 

	 	Norway
	 
	 	 
	 

	 	Attention: Chief Legal Officer
	 

	 	Telefax: + 47 67 57 44 99
	 
	 	 
	 

	 	With a copy to:
	 
	 	 
	 

	 	Heymann & Partner
	 

	 	Taunusanlage 1
	 

	 	60329 Frankfurt am Main
	 
	 	 
	 

	 	Attention: Dr. Henning Bloss
	 

	 	Telefax: +49 (0) 69 768 063 15
	 
	 	 
	Seller 3

	 	Evergreen Solar, Inc.
	 

	 	138 Bartlett Street
	 

	 	Marlboro, Massachusetts
	 

	 	01752 USA
	 
	 	 
	 

	 	Attention: Richard Chleboski












 



 


	 	 	 

	 

	 	Telefax: +1 508 463 1361
	 
	 	 
	 

	 	With a copy to:
	 
	 	 
	 

	 	Heymann & Partner
	 

	 	Taunusanlage 1
	 

	 	60329 Frankfurt am Main
	 
	 	 
	 

	 	Attention: Dr. Henning Bloss
	 

	 	Telefax: +49 (0) 69 768 063 15
	 
	 	 
	Purchaser

	 	Rolling Hills S.à r.l.
	 

	 	5, rue Eugène Ruppert
	 

	 	L-2453 Luxembourg
	 
	 	 
	 

	 	Attention: Lucinda Clifton-Bryant
	 

	 	Telefax: +352 49 67 67 9851
	 
	 	 
	 

	 	With a copy to:
	 
	 	 
	 

	 	Latham & Watkins LLP
	 

	 	Maximilianhöfe
	 

	 	Maximilianstraße 11
	 

	 	80539 München
	 
	 	 
	 

	 	Attention: Dr. Volkmar Bruckner, Stefan Süß
	 

	 	Telefax: +49 (0) 89 2080 3 8080












 



 


Deed of Accession (acquirer of the shares — Exhibit 13.9)




 






DEED OF ACCESSION




 












 



- 2 -


DEED OF ACCESSION




by



[name],

[address],




 - the “Designee”-




and




[name]

[address],




 - the “Purchaser” -



This succession and accession declaration (the “Accession Declaration”) is made on [date] by the
Purchaser and the Designee in favor of the Parties to that share purchase agreement dated [date]
governing the sale and transfer of shares in Sovello AG (the “SPA”). The Designee hereby declares
that the contents of the SPA are known to him.




Succession and Accession Declaration





	1.	 	The Designee confirms that he has been given and has read a copy of the SPA.
	 
	2.	 	The Designee hereby succeeds the Purchaser as a Party to the SPA and accedes to the SPA, and
becomes a Party thereto, and irrevocably and unconditionally covenants to each other person
who is a Party to the SPA in accordance with the terms thereof, to be bound by all the terms
of the SPA as the purchaser and to assume, observe, perform, discharge and be bound by all
liabilities and obligations set forth in the SPA for the Purchaser and to assume all rights
and obligations of the Purchaser under the SPA. The Purchaser remains jointly and severally
liable towards the Sellers for all obligations of Purchaser under the SPA.
	 
	3.	 	Defined terms used herein shall have the meaning as defined in the SPA.
	 
	4.	 	This deed is governed by German law.





	 	 	 	 	 	 	 

	 
	 

[Designee]

	 	 
	 	 

[Purchaser]