IMPORTANT NOTICE IMPORTANT: You must read the following before continuing. The following applies to the attached Prospectus following this page and you are therefore advised to read this disclaimer page carefully before reading, accessing or making any other use of the attached Prospectus. In accessing the attached Prospectus, you agree to be bound by the terms and conditions below. Restrictions: The attached Prospectus relates to a public offering of shares and trading of their corresponding shares in Bulgaria. No action has been or will be taken by Chimimport AD, Bulgaria (the “Company”), UniCredit Bulbank, Bulgaria and Central Cooperative Bank, Bulgaria (jointly, the “Managers”) or any other person to permit a public offering of the shares, or to permit the possession or distribution of this document (or any other offering or publicity materials or application form(s) relating to the shares) in any jurisdiction other than Bulgaria where action for that purpose may be required. UNDER NO CIRCUMSTANCES SHALL THIS PROSPECTUS CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL. The Prospectus accessed by this page or delivered by electronic transmission and/or hard copy is not addressed to and may not be forwarded or distributed to any U.S. person or to any U.S. address and any other person and address, and may not be reproduced in any manner whatsoever, where that may be unlawful. Any forwarding, distribution or reproduction of this document in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act of 1933, as amended (the ‘‘Securities Act’’) or the applicable laws of other jurisdictions. Nothing in this electronic transmission and/or the following Prospectus constitutes an offer of securities for sale in the United States or in any other jurisdiction. Any securities to be issued will not be registered under the Securities Act and may not be offered or sold in the United States or to or for the account or benefit of U.S. persons (as such terms are defined in Regulation S under the Securities Act) unless registered under the Securities Act or pursuant to an exemption from such registration. Confirmation of Your Representation: In order to be eligible to view this document or make investment decision with respect to securities, investors must be persons resident outside the United States within the meaning of Regulation S under the Securities Act. If you have been sent the attached Prospectus (by e-mail or otherwise) or you have accessed the attached Prospectus from the webpages of the Company or the Managers, this is based on the reasonable belief of Company and/or Managers that (i) you are a proper addressee of this Prospectus and (ii) the electronic mail (or e-mail) address to which it has been delivered is not located in the United States of America, its territories and possessions, any State of the United States and the District of Columbia; and include Puerto Rico, the US Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands. By accepting the e-mail and/or accessing this document, investors shall be deemed to have represented to the Company and/or to the Managers that they are outside the United States and that they have given your consent for that delivery by electronic transmission and/or hard copy. If this Prospectus has been sent to you in an electronic form you are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and consequently none of the Company or the Managers, or any person who controls it or any director, officer, employee or agent of Managers or any person who controls it or any affiliate of any of the foregoing accepts any liability or responsibility whatsoever in respect of any difference between the Prospectus distributed to you in electronic format and the hard copy version available to you on request from the Company or the Managers. PROSPECTUS DATED 27 April 2009 Chimimport AD (incorporated as a joint stock company with limited liability under the laws of the Republic of Bulgaria) Offering of 9% 90,000,000 mandatory convertible preferred shares with guaranteed dividend, guaranteed liquidation share and no voting rights Issue Price per New Share BGN 2.22 Chimimport AD (“Chimimport”, the “Company” or the “Issuer”) increases its capital up to BGN 239,999,984 (the “Capital Increase”) through an initial public offering of 90,000,000 preferred shares without voting rights, with 9% guaranteed dividend and guaranteed liquidation share, mandatory convertible into ordinary shares of the Company, each one with a nominal value of BGN 1 (the “New Shares” or the “Preferred Shares”). The public offering in relation with the Capital Increase (the “Offering”) shall comprise the New Shares offered for subscription and the rights for subscription of the New Shares (the “Rights”), which Rights will be registered for trading on the Bulgarian Stock Exchange – Sofia AD (the “Bulgarian Stock Exchange” or “BSE”). This Prospectus is issued in compliance with Bulgarian law and the listing rules of Bulgarian Stock Exchange – Sofia AD and is approved by the Bulgarian Financial Supervision Commission (“FSC”). Immediately following the registration of the New Shares with the Bulgarian Commercial Register, the Bulgarian Central Depository and the FSC an application shall be made for the listing of the New Shares, which will be traded on the Unofficial Market (or on the Official Market further to Article 5 of Part III “Rules for admission to trading” of the Rules of the BSE) under a Xetra-defined code. It is expected that trading in the New Shares of Chimimport will commence on or about 22 June 2009. The New Shares are offered only in the Republic of Bulgaria. The New Shares have not and will not be registered under the US Securities Act of 1933, as amended (the “US Securities Act”) or with any securities regulatory authority of any jurisdiction outside Bulgaria and may not be offered or sold within the United States of America either to, or for the benefit of, U.S. persons (as defined in Regulation S on the application of the US Securities Act) except pursuant to an exemption from registration. Investment in shares is subject to certain risks. It is in the interest of investors to read this Prospectus in its entirety, and, in particular, the section entitled “Risk Factors” before deciding whether to invest in the New Shares. This Prospectus contains all the information on Chimimport and the companies, part of its economical group (the “Group”) necessary for taking a decision on whether to invest in the New Shares. In accordance with Bulgarian law the members of the Management Board of Chimimport shall be jointly and severally liable for any and all damages caused by false, misleading or incomplete data in the Prospectus. The persons, responsible for preparation of the financial statements of Chimimport shall be jointly and severally liable with the Issuer’s Management Board members for any and all damages caused by false, misleading or incomplete data in the financial statements of Chimimport, and the auditor of Chimimport - for damages caused by the audited financial statements of the Issuer. In this regard the above persons have declared the relevant circumstances as required by the law. THE FINANCIAL SUPERVISION COMMISSION HAS APPROVED THIS PROSPECTUS WITH DECISION No. 374 - E OF 22 APRIL 2009, WHICH IS NOT A RECOMMENDATION TO INVEST IN THE OFFERED SHARES. THE FINANCIAL SUPERVISION COMMISSION SHALL NOT BE LIABLE FOR THE ACCURACY AND THE COMPLETENESS OF THE DATA CONTAINED IN THIS PROSPECTUS. Lead Manager of the Offering UniCredit Bulbank Co-Manager Central Cooperative Bank Potential investors can receive this Prospectus free of charge at the following addresses: • From the office of Chimimport in Sofia, 2 Stefan Karadja Str.; website: www.chimimport.bg, tel.: +359 (2) 981 86 00; contact person: Dimitar Zhilev, from 9.30 a.m. till 17.30. p.m.; • From the office of UniCredit Bulbank in Sofia, 6 Vitosha Blvd., tel.: +359 (2) 9320 150, website: www.unicreditbulbank.bg; contact person: Yolanda Hristova, from 9:00 a.m. till 17:00 p.m.; • From the office of Central Cooperative Bank in Sofia, 8 Vrabcha Str., tel.: +359 (2) 932 71 29, website: www.ccbank.bg; contact person: Petar Angelov, from 9:30 a.m. till 17:00 p.m. This Prospectus and additional public information about Chimimport may also be obtained from the public register of the Financial Supervision Commission (www.fsc.bg) and from the Bulgarian Stock Exchange` specialized financial media X3News (www.X3news.com). _________________ This document is a translation in English of the Chimimport’s original Prospecus, approved in Bulgarian language by the Financial Supervision Commission of Bulgaria. The translation is made under the sole responsibility of the Issuer. This document contains certain explanatory footnotes in italics, which do not exist in the original Bulgarian Prospectus. ii The New Shares are mandatory convertible preferred shares, without voting rights, and give their holders special rights, described in detail in the section “Description of the Shares and Applicable Bulgarian Legislation – Rights on the New Shares” of this prospectus. The rights which the New Shares give their holders shall become effective as of the registration of the Capital Increase with the Commercial Register. UniCredit Bulbank AD acting as a lead manager of the Offering (the “Lead Manager” or “UniCredit Bulbank”), as well as the co-manager Central Cooperative Bank AD (the “Co-Manager”, “Central Cooperative Bank” or “CCB”) (the Lead Manager and the Co-Manager are hereinafter jointly referred to as the “Managers”) are acting for Chimimport and no one else in connection with the Offering, and will not be responsible to anyone other than Chimimport for providing the protections afforded to its clients, or for providing advice in relation to the Offering or any transaction or arrangement referred to in this document.