Kaolin Ad

As a result of reorganisation in the activities of Kaolin AD, UIC 827182866 (“Kaolin”), as of the beginning of 2010 the Company’s business in the field of the renewable energy sources (for its most part realised until then by companies consolidated under the financial statements of Kaolin AD) has been set apart under the newly established structure of the public company Solarpro Holding AD, UIC 200969916 (“Solarpro Holding”). Thereby, the shareholders of Kaolin are hereby provided with the opportunity, in compliance with what is stated hereunder, to exchange ordinary shares of Kaolin for ordinary shares of Solarpro Holding (“the Sin-off”), in the event where these shareholders would prefer to retain their investment in the business with RES. Kaolin’s equity amounts to BGN 25,000,000, distributed in 25,000,000 ordinary dematerialised registered voting shares, each having a nominal value of BGN 1. Solarpro Holding’s equity amounts to BGN 46,763,461, distributed in 46,763,461 ordinary dematerialised registered voting shares, each having a nominal value of BGN 1.

Solar Ventures EOOD, UIC 200941870 (“Solar Ventures”), a holder of 85.54% of Solarpro Holding’s equity (i.e.: 40,000,211 shares), has entrusted the Investment Intermediary Bulbrokers EAD, UIC 115152520 (“II Bulbrokers”) to accept Orders by and/or for the account of shareholders of Kaolin with regard to transferring shares of Kaolin in return for the acquisition of shares of Solarpro Holding, as well as to execute such Orders on the over-the-counter market (against reciprocal orders for the account of Solar Ventures EOOD) in compliance with the regulations and statutes as applicable, where effecting the settlement in accordance with the procedure provided for under Enclosure 34 (E33) of the Central Depository AD’s Rules and Regulations.

II Bulbrokers is to accept Orders filed within the period from July 19, 2010 until August 31, 2010 for the account of persons entered into Kaolin’s Book of Shareholders as of July 12, 2010 (“Shareholders”), where it shall exchange not more than 1/16 of the shares in Kaolin held by the respective Shareholder in accordance with the said Book of Shareholders as of the date specified above, and where rounding off the number of shares to the lower whole number.

The spin-off transactions under all Orders accepted for execution are to be effected at Central Depository AD. Each shareholder may file one or more Orders within the time period specified above, where the total number of the shares proposed for exchange may not exceed 1/16 of the shares in Kaolin held by the respective shareholder in accordance with the Book of Shareholders as at July 12, 2010.

Solar Ventures is to exchange 1 ordinary share of Kaolin, having a nominal value of BGN 1 (ISIN BG1100039012) against 26 ordinary shares of Solarpro Holding, having a nominal value of BGN 1 (ISIN BG1100003109). The spin-off correlation has been set on the basis of an appraisal of both companies in question dated June 2, 2010 carried out by the international consultancy American Appraisal (www.american-appraisal.com), specialised in such appraisals (a summary of the appraisals in question has been published on: www.solarpro.bg). Information regarding the organisation and the activities of Solarpro Holding, on its economic, financial and legal status and its stock is contained under the Prospectus for admittance of Solarpro Holding’s ordinary shares to trading on the Bulgarian Stock Exchange approved by the Financial Supervision Commission under Resolution No. 302 - ПД dated May 14, 2010 (the said Prospectus, including the financial statements of Solarpro Holding and of its subsidiaries incorporated therein, has been published on the following website: www.solarpro.bg). Following a resolution of the Board of Directors of Bulgarian Stock Exchange dated May 28, 2010, the shares of Solarpro Holding were admitted to trading on the Exchange as of June 7, 2010.

The shareholders, their representatives respectively, may submit orders to Bulbrokers EAD or to different licensed investment intermediaries. The costs incurred in connection with the execution of the Orders in question (inclusive of fees due to Central Depository AD) are to be covered by Solar Ventures. Information regarding the execution of the Spin-off as contemplated herein is to be published on the website of II Bulbrokers: www.bulbrokers.com.

Pursuant to the Bulgarian legislation, the tax treatment of the Spin-off as contemplated herein (being effected outside a regulated market) and of the incomes resulting from the spin-off transactions may have significant tax effects for the Shareholders. Solar Ventures hereby urgently recommend to the Shareholders who are interested in submitting Orders that such Shareholders seek tax advice regarding the specific tax consequences related to the Spin-off herein and applicable thereto.

The contact details of II Bulbrokers are, as follows: seat and registered office in Sofia City 1504, Sredets Area, 7 Sheynovo Street; tel.: 02/4893-673 & 02/4893-712; fax: 02/4893-788 & 02/4893-711; electronic mail (e-mail): office@bulbrokers.com; web-site: www.bulbrokers.com; contact person with regard to any issues related to the Spin-off as contemplated herein: Mr Radoslav Rachev.