STERLING WATERFORD CCN SPV 4 - Posting of circular announcement

Posting of circular announcement

                               STERLING WATERFORD CCN SPV 4
                              (Company number 081402/C1/GBL)
                                  Abbreviated name: SWCCN
                          Share code: CBN013 ISIN: MU 0249500005
                                      (“the Issuer”)

                           POSTING OF CIRCULAR ANNOUNCEMENT

Carbon Credit Note Holders (“Holders”) are advised that the Issuer has today, 22 November 2012, posted a
circular containing a notice of general meeting (“the circular”) relating to the proposed amendment of the
definition of the Delivery Date in the Terms and Conditions applicable to the Carbon Credit Notes and
certain ancillary matters.

1.   Introduction

     It is proposed that the definition of "Delivery Date" be changed from 8 January 2013 to
     14 January 2015, and that all references to the delivery of the Cash Equivalent be amended to refer to
     delivery to the investors on or about the 14 January 2015.

     The Terms and Conditions applicable to Carbon Credit Notes are contained in Schedule 1 of the
     Offering Circular issued on 27 August 2008.

2.   Rationale for the proposed amendment to the Delivery Date

     The EU Emissions Trading Scheme (“EU ETS”) is a highly liquid and transparent market and sets the
     price for both EU Allowances and UN Certified Emission Reductions which underlie the Carbon
     Credit Note structure.

     The Carbon market has shown continued weakness over the last two years, but specifically in the
     Certified Emission Reduction (“CER” or “Carbon Credit”) market where spreads between European
     Union Allowances (the carbon allowances issued in terms of the EU Scheme and fungible for Carbon
     Credits (“EUA’s”) and CERs have widened to historically high levels in recent months.

     The decline in the price for the EU market has been a response to the rapid and unprecedented decline
     in industrial activity in the Eurozone following the financial crisis and the subsequent and ongoing
     debt crisis in European Common Market. As the supply of allowances is set in advance based on a
     totally different set of economic assumptions and therefore different forecasted demand for emission
     Allowances, the recession has been the single largest contributing factor to the over supplied market.

     Average forecasts by a poll of industry analysts from 2012 to 2020 have fallen each month across all
     the CER contract years since the Reuters May 2012 poll, indicating the depth of the EU Sovereign
     debt crisis effect on the EU ETS. Without regulatory intervention, the over-supply in the short term
     looks set to continue.

     Medium term changes in the price upwards from these forecasts will therefore depend on regulatory
     measures, assuming no change in the declining economic output in the EU over the period. More
     importantly, no decisions with respect to these regulatory measures is now expected before the end of
     2012, which means that there is a significant risk that maturity and payout to Holders of the Carbon
     Credit Cash Equivalent Amount will be at historically low price levels in the Carbon Credit Market
     and result in a significant loss on the investment.
                                                                                                                  
3.   General meeting of Holders

     A general meeting of Holders will be held at 10:00 on Friday, 7 December 2012 at the registered
     office of the Manager at 62a Rhodes Avenue, University Estate, 7925 to consider and, if deemed fit,
     pass the proposed resolution necessary to effect the extension to the Delivery Date, and certain
     ancillary resolutions described more fully in the circular.

     The proposed amendment to the Terms and Conditions is subject to the agreement by a majority of
     Holders representing three fourths in value of all Carbon Credit Notes in issue as at Friday,
     30 November 2012, and the obtaining of the requisite approval of the JSE.

4.   Salient dates and times

                                                                                                            2012

     Last day to trade in order to be eligible to vote at the general meeting on             Friday, 23 November

     Record date in order to vote at the general meeting                                     Friday, 30 November

     Receipt of forms of proxy in respect of the general meeting of Holders                Wednesday, 5 December
     by 10:00 on

     The general meeting of Holders at 10:00 on                                               Friday, 7 December
 
     Results of the general meeting released on SENS on                                       Friday, 7 December
 

     All dates and times above are local dates and times in South Africa. The above dates and times are subject to
     change. Any changes will be released on SENS and published in the press.

22 November 2012

Manager

Sterling Waterford Securities (Pty) Limited

Sponsor

Java Capital
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