TIDMLCSS 
 
10 November 2009 
 
            Lewis Charles Sofia Property Fund Limited (the "Company") 
 
                                  Notice of EGM 
                                 Change of Name 
                              Amendment of Articles 
 
 
The  Company  announces  that  it has today posted a  circular  to  shareholders 
containing  proposals  to change the name of the Company  and  to  make  certain 
amendments to its articles of incorporation ("Articles") which would  allow  the 
Company  to  issue shares at a discount to the prevailing net  asset  value  per 
share of the Company. 
 
The  change of Company name and the amendment of the Articles is subject to  the 
passing  of  special resolutions at an extraordinary general meeting ("EGM")  of 
the shareholders of the Company. 
 
The  EGM  will  be  held  at Frances House, Sir William Place,  St  Peter  Port, 
Guernsey on 2 December 2009 at 10.00 a.m.(Guernsey time). 
 
Proposal to Change the Name of the Company 
 
Following  the termination of the management agreement between the  Company  and 
Lewis Charles Securities Limited which became effective from 1 October 2009  the 
Company  has been self managed and accordingly the Board considers  that  it  is 
appropriate to change the Company's name to Sofia Property Fund Limited. 
 
Amendment to Articles 
 
The  Company announced on 21 January 2009 the disposal and option to  repurchase 
Black  Sea Properties EOOD ("BSP"). The sole asset of BSP (referred to as  Sofia 
Kambanite  Bistritsa in the Company's accounts) is 100,713  sq  meters  of  land 
close to the Sofia Business Park and near the bottom of the Vitosha mountain. 
 
As  part  of this arrangement, Splendid Investment S.A. ("Splendid"),  a  wholly 
owned  subsidiary of the Company, was granted an option to acquire back BSP  and 
certain  loans  originally held by Splendid for an aggregate exercise  price  of 
EUR4,000,000. This option must be exercised by 15 December 2009. 
 
As  announced in the Company's interim report on 29 September 2009, the  Company 
is  facing  a tight cash position. It has been examining means by which  it  may 
raise  additional  funds through either the sale of assets  or  through  raising 
equity  or  debt  financing.   This would allow  the  Company  to  exercise  the 
Bistritsa  buy-back  option  and to provide the  Company  with  further  working 
capital. 
 
Since  this  announcement, the Board, in consultation with certain shareholders, 
has  continued to assess the funding options available to the Company. In  order 
to  maximise  the financing flexibility available to the Board, it considers  it 
appropriate to make certain amendments to the Articles. 
 
Under  the  Articles, the Company is prohibited from issuing shares at  a  price 
which  is a discount to the prevailing net asset value per share of the Company. 
The  Board  considers that, given the discount to net asset value per  share  at 
which  the Company's shares currently trade, and have traded for some time,  the 
Company  will  be  unable to raise additional equity funds at  this  level.  The 
proposed amendment to the Articles, set out in the attached notice of EGM,  will 
allow  the  Company  to issue shares at any price it deems to  be  in  the  best 
interest of shareholders as a whole. 
 
Article 4.3 currently states: 
 
"4.3 Without prejudice to any special rights previously conferred on the holders 
of  any  existing shares or class of shares (which special rights shall  not  be 
affected,  modified  or abrogated except with such consent  or  sanction  as  is 
provided  in  these Articles), any shares unissued at the date  of  adoption  of 
these  Articles and any shares hereafter created shall be under the  control  of 
the  Board, which may issue, allot, grant option over and attach to such  shares 
preferred,  deferred  or other special rights or such restrictions,  whether  in 
regard to dividend, voting, return of capital or otherwise but so that no  share 
shall be issued at a discount to its prevailing net asset value and so that  the 
amount payable on application on each share shall be fixed by the Board." 
 
The proposed change removes the words "but so that no share shall be issued at a 
discount to its prevailing net asset value". 
 
The  Articles do not contain any restrictions relating to the number of ordinary 
shares  that  may  be issued, nor do they include any rights of pre-emption  for 
existing shareholders. 
 
The Board wishes to stress that as yet no definite financing decisions have been 
made  and  that  it  continues to assess all funding options  available  to  the 
Company. 
 
Extraordinary General Meeting of Shareholders 
 
Notice of a meeting of shareholders of Lewis Charles Sofia Property Fund Limited 
to  be  held at Frances House, Sir William Place, St Peter Port, Guernsey  on  2 
December  2009  at 10.00 a.m.(Guernsey time) (the "Notice") is set  out  in  the 
Appendix  to  the  circular posted to shareholders dated 10 November  2009  (the 
"Circular"). 
 
For further information contact: 
 
Lewis Charles Sofia Property Fund Limited 
Charles Burton 
 
Panmure Gordon (UK) Limited 
Dominic Morley 
Stuart Gledhill 
Tel: +44 (0) 20 7459 3600 
 
Conduit PR Ltd 
Ed Portman 
Leesa Peters 
Tel: +44 (0) 20 7429 6607 / +44 (0) 77 3336 3501
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