SCHOTT Solar AG - s. 38(3)

September 4, 2008

Attention: Leila Rafi

Further to your letter of August 28, 2008 and email of September 2, 2008, we understand that:

1. The Company is planning to offer securities by way of a private placement to investors in Ontario and other Canadian jurisdictions concurrent with a public offering of its securities in the United States.

2. Prospective purchasers in Ontario and other relevant Canadian jurisdictions will receive an offering memorandum (the "OM") that wraps the U.S. Offering Memorandum.

3. The OM will contain one or more representations identical or substantially similar to the forms of representations set out in your letter dated August 28, 2008 (the "Listing Representation"). The Listing Representation states: An application for admission of all the Company's shares...to trading on the regulated market (regulierter Markt) and the regulated market sub-segment with additional post-admission listing obligations (Prime Standard) of the Frankfurt Stock Exchange is expected to be filed on 8 September 2008, at the earliest. This listing order is expected to be issued on or before the final banking day of the offering period. The decision on admission of the shares is the sole purview of the Frankfurt Stock Exchange. Trading in the shares on the Frankfurt Stock Exchange is planned to commence on the first banking day following the expiration of the offering period.

4. The Company will include disclosure in the OM to the effect that listing on the Frankfurt Stock Exchange is not automatic or guaranteed.

5. No securities of the Company are currently listed on any stock exchange or quoted on any quotation and trade reporting system and the Company will include disclosure in the OM to this effect.

6. The Frankfurt Stock Exchange has not granted approval to the listing of the Company's securities, conditional or otherwise, nor has it consented to, nor indicated that it does not object to the Listing Representation.

7. The Company seeks permission to include the Listing Representation in the OM to be provided to prospective Ontario purchasers.

Based upon the representations above and the representations contained in your letter of August 28, 2008 and email of September 2, 2008, permission is hereby granted pursuant to subsection 38(3) of the Securities Act (Ontario) to include the Listing Representation in the OM to be provided to prospective Ontario investors.

Yours very truly,