October, 2008
Extraordinary general meeting of shareholders

The Board of Directors of Balkancar ZARYA PLC Pavlikeni, pursuant to Art. 223 of the Commercial Act convenes an extraordinary General Meeting of the company shareholders on December 5th, 2008 at 11.30 a.m. in Pavlikeni, 1, Tosho Katev Str., under the following Agenda:

1. Changes in the composition of the Board of Directors of the company

Draft resolution: "Discharges Evgeni Dimitrov Stoev as a member of the Board of Directors of the company and elects Dimitar Vladimirov Ivanchov as a member of the Board of Director. The General Meeting authorizes the Chairman of the Board of Directors to represent the company in connection with the settlement of the legal consequences of the termination of the Procurator contract, concluded with Dimitar Vladimirov Ivanchov.“

2. Election of the Audit Committee defining the mandate and the Chairman of the Audit Committee.

Draft resolution: Delegates the Board of Directors to carry out the functions of the Audit Committee with a mandate that coincides with the mandate of the Board of Directors. Meetings of the Board of Directors under the functioning of the Audit Committee to be guided by Stoyan Stoychev Stoev as Chairman."

3. Empowerment of the Executive Board member of the company to conclude the transaction with "ZARYA Invest” JSC in compliance with Art.114, Para 1 of the Law on Public Offering of Securities.

Draft resolution: "Authorizes the Executive member of the Board of Directors to conclude on the name of and on behalf of the company a transfer contract to the benefits of ZARYA Invest JSC, headquartered in the town of Sofia, 40, Bratja Bukston Blvd, fl. 7, UIC 200286938 of 125 000 (one hundred twenty-five thousand) personal voting shares from the capital of Watts ZARYA Limited JSC headquartered in the town of Pavlikeni, 1, Tosho Katev Str. UIC 104687322, with a nominal value of 1 BGN for a fee at a price of 6.40 BGN (six BGN and forty stotinki) per share or a total of 800 000 (eight hundred thousand) BGN for the entire package of 125 000 (one hundred and twenty-five thousand) personal voting shares representing 50% (fifty percent) of the capital of Watts ZARYA Limited JSC.

4. Authorization of the Executive Board member of the company to perform all necessary factual and legal actions regarding the participation of Balkancar ZARYA PLC in the capital increase of ZARYA Invest JSC, announced to the Register Agency on September 25th, 2008 (? 20080925111933) through subscription of new shares. Defining the number of the new issued shares from the capital increase of Zarya Invest AG, which Balkancar ZARYA PLC to subscribe with respect to its rights under Art. 194, Para 1 of CA. Determining the amount of the contribution for the shares subscribed from the capital increase of ZARYA Invest JSC, which Balkancar ZARYA PLC to subscribe with respect to its rights under Art.192a, Para 1, item 2 of CA and the invitation to the shareholders in accordance with Art.194, Para 1 of CA.

Draft resolution: "Authorizes the Executive member of the Board of Directors of the company to perform all necessary factual and legal actions regarding the participation of Balkancar ZARYA PLC in the capital increase of ZARYA Invest JSC, announced to the Register Agency on September 25th, 2008 (? 20080925111933) through subscription of new shares. Defines the number of the new issued shares to 2 950 000 (two million nine hundred and fifty thousand) new issued shares from the capital increase of ZARYA Invest JSC for Balkancar ZARYA PLC to subscribe with respect to its rights under Art. 194, Para 1 of CA. Determines the amount of the contribution for the subscribed shared from the capital increase of ZARYA Invest JSC, which Balkancar ZARYA PLC to submit at shares subscription with regard to Art.192a, Para 1, item 2 of CA and the invitation to the shareholders in accordance with Art.194, Para 1 of CA to 85 % of the nominal value - 0.85 (zero point eighty-five) BGN per share or a total of 2 507 000.00 BGN (two million five hundred and seven thousand) BGN. Balkancar ZARYA PLC not to exercise its right under Art. 194, Para 1 of CA in full and to subscribe only 2 950 000 (two million nine hundred and fifty thousand) new issued shares. Balkancar ZARYA PLC not to exercise its right to subscribe 999 210 (nine hundred ninety-nine thousand two hundred and ten) shares from the capital increase of ZARYA Invest JSC, representing the difference between the total amount of shares from the increase that Balkancar ZARYA PLC has the right to subscribe (3 949 210 shares) and the shares that Balkancar ZARYA PLC will subscribe (2 950 000 shares)."

5. Determination of the remuneration of members of the Board of Directors, who will not be imposed to manage

Draft resolution: Defines for the members of the Board of Directors, who will not be imposed to manage to receive a monthly salary amounting to BGN 5 000 as of January 1st, 2009. The total number of shares is 1 322 056 all with voting rights. All shareholders are entitled to participate in the General Meeting in person or through legal or authorized representative. Registration of shareholders to participate in the Shareholders meeting takes place on the day of the meeting from 10.30 a.m. and is taken under Article 17 of the Statute of the company. At the Shareholders meeting may attend and exercise their voting right the shareholders who acquired shares of the Company not later than 14 days before the date of the Shareholders meeting and are listed in the shareholders on that date, issued by the Central Depository by virtue of Art.115a, Para 2 of the Law on Public Offering of Securities. According to the Law on Public Offering of Securities and the statutes of the company the shareholders individuals should submit an identity card upon registration, and shareholders entities - a certificate of good standing and an identity card of the individual or legal authorized representative. In the case of exercising the right to vote by proxy, the powers of attorney must contain the identity and the proxy to be specific for this General Meeting, to be explicit and to have a notary signature of the authorizer. The company provides as part of the written materials of Art. 224 of CA, or separately upon request a model proxy for participation in the meeting through a representative. The model is not mandatory for the shareholders. Re-authorization and the authorization given in violation of legal requirements are void. Power of attorney or its notarized copies should be submitted to the company through the Investor Relations Director not later than 16.00 on December 3rd, 2008.

All materials related to the Agenda are available to the shareholders in the town of Pavlikeni, 1, Tosho Katev Str., Investor Relations Director Mr. Pavlin Todorov Penchev, Tel: 0610/52414, e-mail: [email protected]. In the absence of a quorum in compliance with Art.227 of CA the meeting will be held on December 19th, 2008 from 11.30 a.m. at the same place and with the same Agenda.

The invitation was prepared by the Procurator of «Balkancar ZARYA» PLC in accordance with the decisions of the Board of Directors of the company from October 20th, 2008 on the grounds of the special delegation by the Board of Directors

Balkancar ZARYA Plc. (BSE-SOFIA: ZARYA) is the single Bulgarian company specialized in steel wheels and rims manufacturing. The Company is recognized as a leading international manufacturer and supplier of a wide range of industrial wheels to the original manufacturers of fork-lift trucks and tyre producers as well as supplier of original wheel parts for the aftermarket. Balkancar ZARYA news and information are available at http://www.balkancarzarya.com.

ZARYA, ZARJA, ÇÀÐß, Balkancar ZARYA, Moving forward and the Balkancar ZARYA logo are registered trademarks or trademarks of Balkancar ZARYA Plc. and/or its affiliates in the Republic of Bulgaria and certain other countries. All other trademarks mentioned in this document are the property of their respective owners. The use of the word partner does not imply a partnership relationship between Balkancar ZARYA and any other company. This document is Balkancar ZARYA information to the public.

For further information, please contact:
Mr. P. Penchev
Investor Relations
Balkancar ZARYA Plc
tel.: +359 610.52501 ext.111
[email protected]