centrotherm photovoltaics passes resolution to integrate sister company centrotherm Thermal Solutions by way of payment-in-kind

- Combined capital increase in cash and in kind and pre-emptive
rights for all shareholders
- Issue of up to eight million new
shares with a 2:1 subscription ratio
- Major shareholder Hartung
Beteiligungs GmbH accepts significant discount to auditor's valuation
for payment-in-kind
- Expansion of technology leadership and
market position

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Blaubeuren (euro adhoc) - Blaubeuren, October 14, 2008 - With the
approval of the Supervisory Board, the Management Board of
centrotherm photovoltaics AG has passed a resolution today to perform
a combined cash and non-cash capital increase using approved capital,
and with subscription rights for shareholders. The aim is to increase
the company's share capital by up to EUR 8 million from currently EUR
16 million, to up to EUR 24 million. The new shares will be
correspondingly offered to all shareholders for subscription with a
two to one subscription ratio. Commerzbank AG, as the sole lead
manager and sole bookrunner, will manage the capital increase along
with Landesbank Baden-Württemberg as co-lead manager.

The shareholder Hartung Beteiligungs GmbH will use all its
subscription rights by subscribing for a total of 4,224,293 new
shares in centrotherm, thereby contributing all its shares in
centrotherm Thermal Solutions GmbH & Co. KG and its general partner
as payment-in-kind. "This effectively brings about the integration
of a leading producer of production plants for solar cells, which
will result in a significant enhancement of the value of centrotherm
photovoltaics," comments Robert Hartung, CEO of centrotherm
photovoltaics. The subscription price for the new shares to be
subscribed for against payment-in-kind has been fixed at EUR 32.50
per new share. Hartung Beteiligungs GmbH has stated ahead of the
transaction that it is prepared to contribute its shares in
centrotherm Thermal Solutions with a significant discount of around
EUR 62 million compared with the valuation of EUR 199 million that
has been calculated by Ernst & Young, as an independent auditing
company.

"Integrating centrotherm Thermal Solutions forms part of our strategy
of incorporating key equipment and technology into the Group,"
explains Robert Hartung. "Our aim is to further extend our technology
leadership along the solar value-creation chain, and to secure our
market position as a provider of production plants for solar silicon
and turnkey production lines for the manufacturing of solar cells and
thin-film modules." centrotherm photovoltaics started to integrate
equipment into the Group with the acquisition of FHR Anlagenbau GmbH
in November 2007. This allowed the company to expand its portfolio to
include sputter systems that are important for the production of
thin-film modules. The connection of technology and plant engineering
in the solar silicon area occurred in August 2008 with the takeover
of the entirety of SolMic GmbH. SolMic is a specialist for technology
and engineering services surrounding design and process-optimization
for the manufacturing of polysilicon, ingots, and wafers.

This strategy is now being pursued consistently with the integration
of centrotherm Thermal Solutions. The company already supplies
centrotherm photovoltaics with thermal plant as part of an exclusive
cooperation agreement. This plant is either sold as individual
equipment, or used in turnkey production lines for the manufacturing
of solar cells. centrotherm Thermal Solutions currently employs a
workforce of over 400 people, and achieved 2007 sales of EUR 106.5
million (on the basis of IFRS accounting), and an EBIT of EUR 7.1
million. In the first half of 2008, it achieved IFRS sales of EUR
78.5 million, and an EBIT of EUR 8.2 million.

As part of a pro forma presentation of the centrotherm photovoltaics
Group including centrotherm Thermal Solutions, sales in the first
half of 2008 would have amounted to EUR 163.2 million, and EBITA
(earnings before interest, tax, and amortization) would have been EUR
30.2 million, excluding at-equity earnings of EUR 1.8 million. This
would have resulted in an EBITA margin (pro forma) of 17.7%, compared
with the 12.6% reported in centrotherm photovoltaics AG's interim
financial statements.

Transaction structure: The remaining shareholders are entitled to
subscribe for a total of 3,775,707 new shares against cash
contribution. In line with the 2:1 subscription ratio, two old shares
of centrotherm photovoltaics AG entitle the holder to subscribe for
one new share. Shareholders' depositary banks will register the
subscription rights to shareholders according to the status as of
late October 16, and can be exercised in the period between October
17 and October 31, 2008. The subscription price for the new shares to
be subscribed against cash contribution will be announced
prospectively on October 27, 2008. It will amount to a maximum of
EUR32.50 per share, thereby not exceeding the subscription price for
the new shares subscribed against payment in kind. No arrangements
have been made for trading in the subscription rights. The scope of
the capital increase in cash and in kind will reflect the extent to
which shareholders subscribe for the new shares. The syndicate banks,
in coordination with centrotherm photovoltaics, may place any new
shares not subscribed for on the basis of the subscription offer
among institutional investors as part of an international private
placement. The syndicate banks have neither the right nor the
obligation to acquire and resell new shares that have not been
subscribed for.

Use of the issue proceeds: If shareholders subscribe for new shares
for cash as part of the transaction, or the company receives cash
proceeds due to a potential private placement of shares that have not
been subscribed for, the company intends to invest the resulting
issue proceeds for financing further internal and external growth,
for the implementation and funding of strategic goals and for general
business objectives.

centrotherm photovoltaics is withdrawing the earnings forecast it
issued on March 31 of this year as a result of the forthcoming
capital measures, for which the company will issue a securities
prospectus. This does not imply any statement as to whether sales or
earnings for the 2008 financial year will be higher or lower than
originally forecasted. As a result of the high level of its order
backlog and business growth to date, centrotherm photovoltaics
continues to assume a significant rise in sales compared with the
2007 financial year, accompanied by a further good return on sales,
even excluding the integration of centrotherm Thermal Solutions.

The precise terms of the offer can be found in the securities
prospectus, which the Federal Financial Supervisory Authority (BaFin)
will prospectively approve on October 15, 2008, and which will be
published on the company's website at www.centrotherm-pv.de. The
shareholder hotline is available to provide further information: +49
7344 918-8890.

centrotherm photovoltaics also intends to acquire up to 158,549
shares in the market as part of a share buy-back program,
prospectively after the conclusion of the capital increase and until
December 31, 2008 the latest. The intention is that these shares will
be transferred to Dr. Albrecht Mozer as part-payment for the sale of
shares in SolMic GmbH that was announced on August 22, 2008.

Disclaimer This publication represents neither an offer for sale nor
a solicitation to purchase securities in Germany, the United States
of America, or any other jurisdiction. The company's securities are
not, and will not, be offered for public sale. The company intends to
publish a securities prospectus in Germany in connection with the
offer and listing of the new shares. Only such a securities
prospectus contains the legally required information for investors.
The securities prospectus will be available free of charge on the
company's website for investors with place of residence in Germany,
and a printed copy will be available on request during normal
business hours from the company and banks forming the syndicate.

end of announcement euro adhoc
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ots Originaltext: centrotherm photovoltaics AG
Im Internet recherchierbar: http://www.presseportal.de

Further inquiry note:

Company contact:

Saskia Schultz-Ebert

Senior Manager Investor Relations

Tel: +49 7344 918-8890

E-mail: saskia.schultz-ebert@centrotherm.de

Press contact:

Christina Siebels, Grit Pauli

HOSCHKE & CONSORTEN Public Relations GmbH

Tel: +49 40 3690 50-58 /-31

E-mail: c.siebels@hoschke.de; g.pauli@hoschke.de

Branche: Energy
ISIN: DE000A0JMMN2
WKN: A0JMMN
Börsen: Börse Frankfurt / regulated dealing/prime standard