Management and Supervisory board working methodology and disclosures concerning other corporate management practices

The Management and Supervisory Boards of centrotherm photovoltaics AG cooperate together closely, and on the basis of mutual trust, in order to safeguard the company‘s long-term commercial success. The Management Board manages the company at its own responsibility, and determines its strategic orientation. It regularly and promptly informs the Supervisory Board about the operating business, corporate planning, risk management, financing and earnings positions, and all key business transactions of relevance for the company. The Supervisory Board appoints the Management Board members, and monitors Management Board business activities. It also makes itself available as an adviser to the Management Board. The rights and duties of the Management and Supervisory boards are set out in the company‘s statutes and procedural rules. For instance, the Management Board procedural rules require that certain Management Board transactions can be performed only with Supervisory Board assent.

Cooperation between the Management and Supervisory Boards is characterized by an open, respectful atmosphere based on mutual trust. The Management Board members participated in all nine Supervisory Board meetings during the 2010 financial year. Besides this, there was also a regular personal and telephone exchange of information between Management and Supervisory Board members.

Composition of the Management Board

The Management Board consisted of the following members during the 2010 financial year:

• Robert M. Hartung (CEO & Speaker of the Board),
• Hans Autenrieth,
• Dr. Peter Fath,
• Dr. Dirk Stenkamp,
• Oliver M. Albrecht (until June 30, 2010) and
• Dr. Thomas Riegler (from September 1, 2010).

The Supervisory Board of centrotherm photovoltaics AG appointed Dr. Thomas Riegler as Chief Financial Officer (CFO) with effect as of September 1, 2010. Dr. Riegler thereby replaced Oliver M. Albrecht, who wished to devote himself to new career challenges, and who relinquished his position as of June 30, 2010. After graduating in business management, and spending several years working as a consultant, Dr. Thomas Riegler occupied various management positions for the Daimler Group both in Germany and abroad, most recently as CFO of the Belgian company Mercedes-Benz Belgium Luxembourg S.A.

Composition of the Supervisory Board

The Supervisory Board consists exclusively of the three shareholder representatives. It complies with the statutory minimum as a consequence. The Supervisory Board members are Prof. Dr. Brigitte Zürn (Chairperson), auditor and tax consultant, Rolf Hans Hartung (Deputy Chairman), engineer, and Rolf Breyer, auditor and tax consultant. No personnel changes were made to the Supervisory Board in the 2010 financial year. No former members of centrotherm photovoltaics AG‘s Management Board currently belong to the Supervisory Board.

No Supervisory Board committees

The Supervisory Board did not form committees, since the number of Supervisory Board members complies with the minimum number required for an effective passing of resolutions.

Supervisory Board independence and efficiency

In its own assessment, the Supervisory Board includes a sufficient number of independent members. Decisions are made exclusively in the company‘s interest. The Supervisory Board regularly reviews the efficiency of its activities, and is continuously developing proposals for future improvements.

The Chairperson of the Supervisory Board, Dr. Brigitte Zürn, is, among other positions held, Managing Director of Dr. Horn Unternehmensberatung GmbH, Ulm, which regularly renders consultancy services for centrotherm photovoltaics AG.

The Management and Supervisory boards reach their decisions exclusively in the interests of centrotherm photovoltaics AG. All legal relationships with companies in which Management or Supervisory board members hold stakes were concluded on terms on which these transactions would have also been concluded with third parties. As a consequence, no transactions were effected in the 2010 financial year that might have given rise to conflicts of interests among Management and Supervisory board members.

Accounting and auditing

The consolidated financial statements of centrotherm photovoltaics AG have been prepared according to the International Financial Reporting Standards published by the International Accounting Standards Board (IASB).
The single-entity annual financial statements of centrotherm photovoltaics AG are based on the accounting regulations of the GermanCommercial Code (HGB). As the independent auditor, RÖVERBRÖNNER GmbH & Co. KG, Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, Berlin, audited both the consolidated and the parent company single-entity annual financial statements.

Efficient risk management

centrotherm photovoltaics maintains an efficient risk management system that identifies key risks at an early juncture, thereby enabling the Management Board to react in time to changes in circumstances, and to initiate countermeasures if required. Risk management is reviewed at regular intervals, and adapted to changes in circumstances.

Details about risk management in the centrotherm photovoltaics Group can be found in the report on risks and opportunities that forms part of the management report. This contains the report on the accounting related internal controlling and risk management system (§ 289 Paragraph 5 and § 315 Paragraph 2 Number 5 of the German Commercial Code [HGB]) required pursuant to the Accounting Law Modernization Act (BilMoG).

Transparent Communication

centrotherm photovoltaics values transparent communications, and promptly informs shareholders, analysts, business partners, employees and the public about current corporate developments. For this reason, all corporate announcements are also published on the Internet at www.centrotherm.de. The aim is to inform the public rapidly and comprehensively, and to safeguard the equal treatment of all target groups. A financial calendar also provides information about mandatory
deadlines in the 2011 financial year.

As part of the investor relations department, the compliance office is responsible for the efficient implementation of, and compliance with, statutory capital market requirements.

Shareholders‘ General Meeting

Along with the Management and Supervisory boards, the Shareholders‘ General Meeting forms the company‘s third management body. Shareholders can exercise their rights and voting rights at the Shareholders‘ General Meeting. Each share entitles to one vote at the Shareholders‘ General Meeting. centrotherm photovoltaics AG‘s fourth ordinary Shareholders‘ General Meeting following its IPO will be held in Ulm on August 18, 2011. All related information, reports and documents will be published at an early stage at www.centrotherm.de, in the Investor Relations area. We will also be happy to send individual documents by post to shareholders on request. Shareholders can exercise their own voting rights at the Shareholders‘ General Meeting, can authorize a third party to exercise their vote, or can convey instructions to the company‘s voting right representative to vote on their behalf. The voting results will also be published on our website after the conclusion of the Shareholders‘ General Meeting.

There are currently no plans to transmit a live broadcast of the Shareholders‘ General Meeting, since the costs of such a broadcast would significantly exceed the related benefit, in our assessment.

Directors‘ dealings announcements

Pursuant to § 15a of the German Securities Trading Act (WpHG), managers of the centrotherm photovoltaics AG and related persons must disclose share transactions, or transactions in related financial instruments, if the total volume of transactions exceeds a total amount of TEUR 5 per calendar year. All securities transactions notified to centrotherm photovoltaics AG in the 2010 financial year pursuant to § 15a of the German Securities Trading Act (WpHG) are published on the Internet at www.euroadhoc.com, and in the Investor Relations area on the company‘s website at www.centrotherm.de.

Other corporate management practices

As a listed company in public view, centrotherm photovoltaics AG is aware of its social responsibility. For this reason, centrotherm photovoltaics AG promotes a corporate culture in which open, as well as trusting and respectful cooperation prevails. At the same time, the company is managed according to the requirements of the law, its company statutes, shareholder general meeting resolutions, as well as the procedure rules for the Management and Supervisory boards.

Above and beyond this, centrotherm photovoltaics AG does not currently employ any corporate management practices that extend beyond statutory requirements.