Chimimport Chimimport

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І. GENERAL PROVISIONS

1. These Criteria for defining independence of the members of the Supervisory board and the registered auditors of “CHIMIMPORT” Plc have been adopted by the company’s Supervisory board in compliance with the requirements, set in the CORPORATE GOVERNANCE CODE, adopted by BSE – Sofia JSC.

2. These Criteria aim at clarifying the criteria, which shall be met by the independent members of the Supervisory board and the registered auditors of “CHIMIMPORT” Plc in order to guarantee objectivity in fulfilling their obligations to the company.

3. The Criteria are obligatory to follow when nominating the members of the Supervisory board and company’s registered auditors as the control for their observation is assigned to the Chairman of the Supervisory board.

ІІ. CRITERIA FOR INDEPENDENCE OF THE MEMBERS OF THE SUPERVISORY BOARD

1. The independent members of the Supervisory board of “CHIMIMPORT” Plc shall meet the following criteria:

1.1 they shall not be employees of “CHIMIMPORT” Plc
1.2 they shall not be shareholders, who own directly or through related persons at least 25% of the votes in the general meeting of company’s shareholders;
1.3 they shall not be related to any persons from “CHIMIMPORT” Plc;
1.4 they shall not be persons, who have permanent commercial relations with “CHIMIMPORT” Plc
1.5 they shall not be members of a governing or controlling body, procurators or employees of a trade company or other legal entity, which is a shareholder, owing directly or through related persons at least 25% of the votes in the general meeting of shareholders of “CHIMIMPORT” Plc;
1.6 they shall not be members of a management or controlling body, procurators or employees of a trade company or other legal entity, which is a related person to “CHIMIMPORT” Plc;
1.7 they shall not be members of a governing or controlling body, procurators or employees of a trade company or other legal entity, which has permanent commercial relations with “CHIMIMPORT” Plc;
1.8 they shall not be related to any other member of the Management or Supervisory Board of “CHIMIMPORT” Plc;

2. Related persons within the meaning of the preceding paragraph are:
2.1 persons, one of which controls the other person or its subsidiary;
2.2 persons, the activities of which are controlled by a third party;
2.3 persons who jointly control a third person;
2.4 spouses, relatives in the direct line without limitations and in the collateral line – up to fourth degree inclusive, and relatives by affinity – up to the fourth degree inclusive;

3. Control within the meaning of the preceding paragraph is present when a person:
3.1 owns, including through a subsidiary or by virtue of an agreement with other person, over 50 % of the number of votes in the general meeting of a company or another legal entity; or
3.2 can nominate directly or indirectly more than half of the members of the governing or controlling body of one legal entity; or
3.3 can exercise crucial influence in another way over the decision making in relation to the activity of the legal entity;

ІІІ. CRITERIA FOR THE INDEPENDENCE OF AUDITORS

1. The registered auditors, performing the financial audit of the reports of “CHIMIMPORT” Plc shall also meet the following criteria for independence in addition to the criteria, specified under section II:

1.1. shall not have a financial interest in the activity of “CHIMIMPORT” Plc, expressed in holding shares or other securities, issued by the company;
1.2. shall not participate under any form in the main activity of “CHIMIMPORT” Plc;
1.3. shall not participate in the management of “CHIMIMPORT” Plc;
1.4. shall not be spouse or relatives in the direct line without limitations or in the collateral line – up to the second degree inclusive with any member of the management of “CHIMIMPORT” Plc;
1.5. they are not a party in any litigation with “CHIMIMPORT” Plc;

ІV. FINAL PROVISIONS

1. These Criteria for independence were adopted at a meeting of the Supervisory Board, held on Jan.15th,2007г. and become effective as of  the date of their adoption.
2. Any amendments in the Criteria can be only made in the order of their adoption.