EcoSecurities Response Circular

4 August 2009

FOR IMMEDIATE RELEASE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
IN, INTO OR FROM AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN OR ANY
OTHER JURISDICTION IF TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION


                       EcoSecurities Group plc

    Posting of response circular recommending that EcoSecurities
               Shareholders reject the Guanabara Offer


The  Board  of  EcoSecurities  has  today  written  to  EcoSecurities
Shareholders advising them why the Board considers that the offer  of
77 pence per  Ordinary Share made  by Guanabara Holdings  B.V. on  22
July 2009  undervalues  the Company  and  its prospects  and  why  it
recommends that all EcoSecurities  Shareholders reject the  Guanabara
Offer.

The response circular posted today to EcoSecurities Shareholders sets
out the  EcoSecurities Board's  reasons for  rejecting the  Guanabara
Offer and in particular highlights that the Offer:


  *  Represents  a  discount   of  14  per   cent.  to  the   current
     EcoSecurities share price1

  *  Values  EcoSecurities  at  only  37  pence  per  Ordinary  Share
     excluding net cash2

  *  Seeks to exploit the low share price

  *  Fails to  recognise  that  EcoSecurities has  just  announced  a
     maiden profit before tax for the first half of 20093

  *  Fails to recognise significant revenue growth and increased  CER
     issuance levels

  *  Fails to  recognise  EcoSecurities'  significant  potential  for
     future growth  as global  carbon markets  develop,  particularly
     given recent legislative developments in the United States




EcoSecurities Shareholders representing 19.9 per cent. of the  issued
share capital of EcoSecurities have irrevocably undertaken to  reject
the Guanabara Offer already.

The Board of EcoSecurities  believes the EcoSecurities business,  its
market position  and the  experience and  industry expertise  of  its
people make  it well  prepared to  meet the  uncertainties and  risks
highlighted by Guanabara in the Offer Document.

The Board of EcoSecurities recommends that EcoSecurities Shareholders
reject the Guanabara Offer.

Commenting on the  Offer, Mark Nicholls,  Chairman of  EcoSecurities,
said:

"The Board considers this offer to  be wholly inadequate and this  is
reinforced by the  Interim Results  that the  Company announced  this
morning. The  Board  of  EcoSecurities  remains  fully  committed  to
delivering shareholder value  to all its  shareholders and  therefore
strongly urges shareholders to reject the Guanabara Offer."

Notes
1 Based on the closing price of the Ordinary Shares of 89.5 pence  as
at 3 August 2009,  being the last  dealing day prior  to the date  of
this announcement
2 Based on the Group's net cash  balance of ¤55.3 million at 30  June
2009 and the 118,181,352 Ordinary Shares in issue as at 3 August 2009
and which is equivalent  to ¤0.47 per  share (approximately 40  pence
per share  based on  the Euro/Sterling  exchange rate  quoted on  the
Financial Times website (www.ft.com) on 3 August 2009 of 1.17450)
3 Based on the  Group's reported profit before  income tax of  ¤1.058
million for the six months ended 30 June 2009

This announcement should be read in conjunction with, and is  subject
to, the appendices to the  announcement. Appendix I contains  details
of  the  bases   and  sources  of   information  contained  in   this
announcement. Appendix II contains definitions of certain expressions
used in this announcement and  Appendix III contains the glossary  of
the technical terms used in this announcement.

Enquiries

For further information please contact:


EcoSecurities                                  Group [phone]
plc

Bruce Usher, CEO
Adrian Fernando, COO
James Thompson, CFO

RBS                   Hoare                   Govett [phone]
Limited

Justin Jones / Hugo Fisher

Citigate                Dewe                Rogerson [phone]


Ged Brumby / Tom Baldock





General

EcoSecurities Shareholders should read  the response circular  posted
today to EcoSecurities Shareholders in full as it contains  important
information relating to the Company and the views of the Board on the
Guanabara Offer.

Director's Responsibility Statements

The  directors  of   the  Company  accept   responsibility  for   the
information contained  in  this  announcement. To  the  best  of  the
knowledge and belief of the directors of the Company (who have  taken
all reasonable care to ensure that such is the case), the information
contained in this announcement  is in accordance  with the facts  and
does  not  omit  anything  likely  to  affect  the  import  of   such
information.

Material Change

Other than as set out in this announcement, the Directors are not
aware of any material change in the information previously published
by the Company, or on its behalf, and in particular there has been no
material change in the information specified in Rule 27.1 of the
Takeover Rules.

Financial Advisers

RBS Hoare Govett,  which is  authorised and regulated  in the  United
Kingdom by the  Financial Services Authority,  is acting  exclusively
for EcoSecurities and no one else in connection with this matter  and
will not  be  responsible  to anyone  other  than  EcoSecurities  for
providing the protections afforded to clients of RBS Hoare Govett nor
for providing advice in relation to this matter, the content of  this
announcement or any matter referred to herein.

Overseas Shareholders

The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law and therefore any
persons who are subject to the laws and regulations of any
jurisdiction other than Ireland or the UK or EcoSecurities
Shareholders who are not resident in Ireland or the UK should inform
themselves about, and observe, any such restrictions. Any failure to
comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction. This announcement does not
constitute or form part of any offer to sell, or the solicitation of
an offer to buy or subscribe for, shares in the Company to any person
in any jurisdiction.
Rule 8.3 - Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Takeover Rules, if any person
(other than a "recognised  intermediary") is or becomes  "interested"
(directly or  indirectly) in  1 per  cent. or  more of  any class  of
"relevant securities" of the Company, all "dealings" in any "relevant
securities" of  the  Company (including  by  means of  an  option  in
respect of,  or  a  derivative  referenced  to,  any  such  class  of
"relevant securities") must be publicly disclosed in accordance  with
Rule 2.9 of the Takeover Rules, including the details set out in Rule
8.6 of the Takeover Rules, by  no later than 3.30pm (London time)  on
the  London  business  day  following   the  date  of  the   relevant
transaction. This requirement will continue  until the date on  which
the offer becomes, or is  declared, unconditional as to  acceptances,
lapses or  is otherwise  withdrawn  or on  which the  "offer  period"
otherwise ends. If two or more  persons "act in concert", to  acquire
an "interest" in "relevant securities"  of the Company, they will  be
deemed to be a single person for the purpose of Rule 8.3.
Under  the  provisions  of  Rule  8.1  of  the  Takeover  Rules,  all
"dealings" in "relevant securities" of the Company by the offeror  or
the Company,  or by  any of  their respective  "associates", must  be
disclosed by no later than 12.00 noon (London) on the London business
day following the date of the relevant transaction.

A  disclosure  table,  giving  details  of  the  companies  in  whose
"relevant securities" "dealings" should be disclosed, can be found on
the Irish Takeover Panel's website at www.irishtakeoverpanel.ie.  The
Irish Takeover  Panel  also  provides an  appropriate  form  for  any
disclosures under Takeover Rules 8.1 or 8.3.

'Interests in securities' arise, in summary,  when a person has  long
economic exposure, whether conditional or absolute, to changes in the
price  of  securities.  In  particular,  a  person  will  be  treated
as having an 'interest' by  virtue of  the  ownership or  control  of
securities, or by virtue of any option  in respect of, or  derivative
referenced to, securities.

Terms in quotation marks are defined in the Takeover Rules, which can
also be found on  the Irish Takeover Panel's  website. If you are  in
any doubt as to whether or not you are required to make a  disclosure
under Rule 8, you should consult the Irish Takeover Panel.

Profit Forecast

The Interim Results constitute a profit estimate for the purposes  of
Rule 28.6 of the Takeover Rules (the "profit estimate") and have been
reported on by  KPMG and  RBS Hoare Govett  (the Company's  financial
adviser in relation to the Offer) in accordance with Rule 28.3(a)  of
the Takeover Rules. The  full text of the  reports from KPMG and  RBS
Hoare Govett is set out in  the Company's announcement in respect  of
the Interim Results which was made earlier today and will be included
in the response circular posted today to EcoSecurities  Shareholders.
The directors of the Company confirm that the profit estimate remains
valid and that  KPMG and RBS  Hoare Govett have  indicated that  they
have no objection to their reports continuing to apply.

The following  information  is  the  text of  the  'Letter  from  the
Chairman' contained in Part 1  of the response circular posted  today
to EcoSecurities Shareholders. Copies of the response circular may be
obtained upon request from the Company Secretary, EcoSecurities Group
Plc, 40 Dawson Street, Dublin  2, Ireland and will also be  available
for  download   from  www.ecosecurities.com.   References  to   'this
document' therefore refer  to the response  circular posted today  to
EcoSecurities Shareholders.


"Dear Company Shareholder
               REJECT THE GUANABARA OFFER OF 77 PENCE


Introduction
This letter sets  out the reasons  why the Board,  which has been  so
advised by  RBS  Hoare Govett,  considers  that the  Guanabara  Offer
undervalues the Company and its prospects and why it recommends  that
all Company Shareholders reject the Guanabara Offer.

Background
On 5 June 2009, Guanabara announced that it was considering making an
offer for the  entire issued and  to be issued  share capital of  the
Company at a price of 60 pence per Ordinary Share.

Subsequently, on 8 June 2009, EDF Trading announced that it was  also
considering making  a cash  offer for  the entire  issued and  to  be
issued share capital of the Company at  a price of at least 75  pence
per Ordinary Share with the ultimate level of any offer dependent  on
the satisfactory completion of due diligence.

The Board  rejected  both  unsolicited  approaches  as  being  wholly
inadequate and noted that  it had recently  received and rejected  an
indicative conditional proposal  of 96  pence per  Ordinary Share  in
cash from EDF Trading.

Following their announcement on 8  June 2009, representatives of  the
Board held discussions with EDF  Trading regarding their interest  in
the Company. No proposal from EDF Trading was forthcoming from  these
discussions. On 16 July 2009, EDF  Trading announced that it did  not
intend to progress its possible offer for the Company and had entered
into a conditional purchase agreement with Guanabara to purchase part
of the  Group's portfolio  in the  event that  Guanabara completed  a
successful offer for the Company.

Later on 16 July  2009, Guanabara announced its  intention to make  a
cash offer of 77 pence per  Ordinary Share for the entire issued  and
to be  issued share  capital of  the Company.  As with  the  previous
unsolicited indicative offer  by EDF Trading  around this level,  the
Board rejected the  Guanabara Offer  as being  wholly inadequate  and
noted that neither the Company nor  its advisers had had any  contact
with Guanabara or its advisers.

On 21 July 2009, Tricorona AB  (publ) announced it was reviewing  the
situation regarding  the  possibility  of making  an  offer  for  the
Company.

On 22 July 2009,  Guanabara dispatched to  you a document  containing
the Guanabara Offer.

Recent trading and prospects
Today, the Company announced its  interim results for the six  months
ended 30  June  2009.  These  results  reported  continuing  improved
financial and operating results for the Group including:


  *  Significantly improved  financial performance  underpinned by  a
     successful forward  sales  strategy  and  management  action  on
     costs.

  *  Increase in consolidated revenue to ¤60.0 million for the  first
     half of 2009, an increase of 348 per cent. over the same  period
     last year.

  *  Net revenue, including  other income, of  ¤11.6 million for  the
     first half of 2009 (¤4.8 million for the first half of 2008).

  *  Profit before income  tax for  the first  half of  2009 of  ¤1.1
     million (¤10.0 million loss for the first half of 2008).

  *  Issuance from  the Group's  portfolio was  820,000 CERs  net  to
     EcoSecurities during the  first half of  2009 (595,000 CERs  for
     the first half of 2008).

  *  On a net basis  to EcoSecurities at 30  June 2009, the  pre-2012
     CER  portfolio's  158  registered   projects  were  capable   of
     producing 40 million CERs (127  projects and 35 million CERs  at
     31 December 2008), representing 40 per cent. (34 per cent. at 31
     December 2008) of the Group's portfolio.

  *  Control  of  administrative  expenses  has  remained  tight  and
     expenditure for the first half of  2009 of ¤11.3 million was  24
     per cent. lower than the same period last year.

  *  The policy of  forward sales has  resulted in contracted  future
     revenues of ¤380.6 million  at 30 June  2009 with an  associated
     Net Trading Margin of ¤163.1 million.

  *  The weighted average sale price of the forward sales was  ¤13.80
     per CER  and  the  weighted average  acquisition  price  of  the
     pre-2012 CER portfolio was ¤8.02 per CER at 30 June 2009.

  *  EcoSecurities continues to retain a strong consolidated net cash
     position which amounted to ¤55.3 million at 30 June 2009.

  *  CER issuances currently anticipated for 2009 remain in line with
     the Board's expectations.




In the Interim Results, I commented as follows:
"I am very pleased to  report that for the  six months ended 30  June
2009, EcoSecurities achieved its first period of profitability.  With
EcoSecurities' visibility of revenues  provided by the forward  sales
contracts, its reduced cost base and strong balance sheet, the  Group
is well  positioned  not only  to  progress successfully  during  the
current period of low CER prices and worldwide economic downturn  but
also to take advantage of the potential recovery of CER prices in the
latter part of the first commitment period of the Kyoto Protocol. The
Board  of  EcoSecurities  remains   fully  committed  to   delivering
shareholder value to all its shareholders."

The Board considers that the Interim Results for the six months ended
30 June 2009 build on  the strong financial and operational  progress
achieved by the Group, despite the effects of the economic  recession
and continuing  uncertainties around  policies affecting  the  carbon
markets.

The full text of  the Interim Results  is set out in  Part 2 of  this
document, together with the reports issued in respect thereof by KPMG
and RBS Hoare Govett pursuant to the Takeover Rules. Shareholders are
urged to read the whole of Part 2 of this document.

Why the  Guanabara  Offer  undervalues  the  Company  and  should  be
rejected
The Board is focused on delivering shareholder value. For the reasons
set out below, the Board considers that the Guanabara Offer not  only
undervalues the  Company but  fails  to recognise  the value  of  the
Company's current portfolio together with the strong recent  progress
being made by the business and its potential. Accordingly, the  Board
recommends that all Company Shareholders reject the Guanabara Offer.

Inadequate offer price
The Board considers that the  Guanabara Offer is opportunistic as  to
its timing and seeks to exploit the low price of the Ordinary  Shares
prior to Guanabara's unsolicited announcement on 5 June 2009.

The Board  believes neither  the  Company's share  price  immediately
prior to the above announcement nor  the Guanabara Offer of 77  pence
per  Ordinary  Share  properly  reflect  the  value  of  the  current
EcoSecurities  business,   including   its  large   and   diversified
portfolio, established operating platform, leading reputation in  the
global carbon  markets  and its  future  prospects as  global  carbon
markets develop in the coming years.

In holding this  view of  the underlying  value in  the Company,  the
Board is pleased to note  that research coverage published since  the
beginning of the Offer  Period supports the  view that the  Guanabara
Offer fails to recognise the value of the Company's business and  its
future prospects.

The Board notes that at the close of business on 3 August 2009, being
the last  dealing  day  prior  to the  date  of  this  document,  the
Guanabara Offer of 77 pence represented a discount of 14 per cent. to
the Closing Price of 89.5 pence.

Moreover, the Guanabara Offer represents  only a 37 pence premium  to
the Group's net  cash balance  per Ordinary  Share at  30 June  2009,
based upon the Group's net cash balance of ¤55.3 million at that date
as announced today in the Interim Results.

The Guanabara Offer of 77  pence is opportunistic, wholly  inadequate
and fails  to  recognise  the  value  of  the  current  EcoSecurities
business and its future prospects.

Failure to recognise the Group's strong recent progress
In setting out its reasons for making the Guanabara Offer,  Guanabara
notes "a time  of great market  volatility and economic  uncertainty,
particularly in the  carbon markets",  declining CER  prices and  the
"combined effects of  the economic  recession, a  general decline  in
stock markets,  and  continuing  uncertainties  around  the  policies
affecting carbon markets".

The Board recognises  the difficult trading  conditions arising  from
the economic  recession,  together  with the  regulatory  issues  and
delays that have adversely affected the carbon markets, and  believes
that these have adversely  impacted the share  price of the  Company.
However, the Board  also believes  the Group's  business, its  market
position and the experience and industry expertise of its people make
it well prepared to meet  these current challenges and is  encouraged
in this view by the recent strong progress in growing the business.

As highlighted above, in the  paragraph entitled "Recent trading  and
prospects", the Group has delivered in the first six months of 2009:


  *  Its first reported period of profitability;

  *  Significant consolidated revenue and net revenue growth;

  *  Increased issuance levels of CERs;

  *  Growth in registered projects; and

  *  A strong net  cash position of  ¤55.3 million at  30 June  2009,
     representing 40 pence per Ordinary Share.




The Board is focused on delivering shareholder value and it  believes
the Interim Results demonstrate progress in this regard and that  the
business is well positioned for the future. This is not recognised by
the Guanabara Offer and so it should be rejected.

EcoSecurities' significant potential for future growth
The Board believes that there are significant potential growth  areas
for EcoSecurities arising from:


  *  In December 2009,  the parties  to the  UNFCCC plan  to meet  to
     advance a  new  international  agreement to  replace  the  Kyoto
     Protocol when it expires  in 2012. EcoSecurities' CER  portfolio
     post-2012 amounted to 125 million CERs at 30 June 2009 of  which
     95  per  cent.  did  not   have  fixed  price  obligations.   In
     expectation that  a new  international framework  will  generate
     demand  for   project   based   offsets,   the   Board   expects
     EcoSecurities' post-2012  CER  portfolio  will  deliver  further
     value.

  *  The impact  of  the  American  Clean  Energy  and  Security  Act
     (otherwise known as the Waxman  Markey Bill) which was  approved
     by the US House of Representatives on 26 June 2009. Since the US
     did not ratify the  Kyoto Protocol, this  is a significant  step
     forward for  the establishment  of a  cap and  trade scheme  for
     greenhouse gases in the US  and, subject to its passage  through
     the Senate, this  would allow  up to  2 billion  tonnes of  CO2e
     offset credits per year of which  up to 1.5 billion tonnes  CO2e
     per annum  may  be  from  international  offset  projects.  This
     compares with the  CDM market  size of 1.6  billion tonnes  CO2e
     expected from registered CDM projects to the end of 2012.

  *  The Group's network of 29 offices in 26 countries, including its
     presence in  the US  for more  than a  decade. This  provides  a
     platform from which, in the Board's opinion, EcoSecurities  will
     be well placed to take advantage of growth opportunities in  the
     carbon sector arising out of the developing policy framework.




Delisting would damage EcoSecurities' profile
At the time of  its admission to trading  on AIM, the Board  believed
that the admission would raise the public profile of the Company  and
so  increase  its  credibility  with  global  customers,   suppliers,
partners and project developers.

Some four years on, the Board  still retains that view and  considers
the intention of Guanabara to  de-list the Company to be  potentially
damaging to the profile of the Company in its markets.

For these reasons, the Board recommends that all Company Shareholders
reject the Guanabara Offer.

Guanabara's future strategy for the Company
The Offer Document highlights  the risks and uncertainties  Guanabara
believes the  Company is  facing. However,  save for  converting  the
Company to a private company and  ceasing to trade on AIM,  Guanabara
provides no clear insight  as to how it  would manage these risks  or
uncertainties.  Given  that  Guanabara  does  not  currently  have  a
business in the carbon markets and has stated that it does not intend
to significantly change the business  of the Company or the  location
of the Company's business, the Board considers it difficult to  judge
how Guanabara will develop the Company's business. However, the Board
recognises Guanabara's statement that,  "Since its creation in  1997,
the Company  has continuously  evolved  to adapt  to changes  in  the
carbon market" and the Board believes  this is, and will continue  to
be, the case where EcoSecurities remains a public company.

The Board  welcomes  the  confirmation  by  Guanabara  that  it  will
safeguard the existing statutory employment rights of management  and
employees of the  Group should  it complete its  offer. However,  the
Board also notes that Guanabara  cannot rule out rationalisation  and
other appropriate measures,  including possible redundancies,  should
Guanabara consider it necessary.

Strong management team and industry expertise
The Group has an experienced management team and a depth of  industry
expertise that will enable it to build on the recent operational  and
financial progress.

On 11 February 2009, Bruce Usher, Chief Executive Officer,  announced
his intention to step down as Chief Executive Officer when a suitable
successor has  been appointed.  Mr  Usher, who  is stepping  down  to
pursue personal interests, remains fully committed to the Company and
intends to continue to sit on  the Board as a non-executive  director
of the  Company after  he has  stepped down.  The Board  is  actively
engaged in the search for a new Chief Executive Officer and Mr  Usher
will continue in his current role until the appropriate candidate  is
appointed.

Irrevocable undertakings to reject the Guanabara Offer
The Company has  received irrevocable undertakings  already from  the
following Company Shareholders to reject the Guanabara Offer:


  *  Mark Nicholls, Chairman  of the  Company, in  respect of  20,000
     Ordinary Shares, representing  approximately 0.02  per cent.  of
     the issued share capital of the Company.

  *  Thomas Byrne,  a  Non-executive  Director  of  the  Company,  in
     respect of  20,000 Ordinary  Shares, representing  approximately
     0.02 per cent. of the issued share capital of the Company.

  *  Bruce Usher, Chief Executive Officer of the Company, in  respect
     of 3,356,000  Ordinary Shares,  representing approximately  2.84
     per cent. of the issued share capital of the Company.

  *  Adrian Fernando,  Chief Operating  Officer  of the  Company,  in
     respect of 100,000  Ordinary Shares, representing  approximately
     0.08 per cent. of the issued share capital of the Company.

  *  Marc Stuart, director of new business development and a  founder
     of the Company, in respect of 10,122,000 Ordinary Shares held by
     the Stuart  Family Trust  (of  which Mr  Stuart is  a  trustee),
     representing approximately 8.56  per cent. of  the issued  share
     capital of the Company.

  *  Credit Suisse International,  in respect  of 9,918,621  Ordinary
     Shares, representing approximately 8.39 per cent. of the  issued
     share capital of the Company.




In  aggregate,  Company  Shareholders  holding  23,536,621   Ordinary
Shares, representing 19.91 per cent.  of the issued share capital  of
the Company,  have irrevocably  undertaken  to reject  the  Guanabara
Offer already.

Particulars  of  these  irrevocable  undertakings  are  set  out   in
paragraph 2.8 of Appendix I to this document.

Additional information
Your intention is  drawn to the  additional information contained  in
Appendices I, II, III and IV of this document.

Action to be taken


  *  Company Shareholders are strongly urged to reject the  Guanabara
     Offer.

  *  The way to reject the Guanabara Offer is to take no action.

  *  Do not sign any document or form which Guanabara or its advisers
     have sent you.




Recommendation
The Board,  which  has been  so  advised  by RBS  Hoare  Govett,  its
financial advisers, unanimously recommends that Company  Shareholders
reject the Guanabara  Offer and take  no action in  respect of  their
shareholdings. In providing advice to the Board, RBS Hoare Govett has
taken into account the commercial assessment of the Board.

The Directors will not be accepting the Guanabara Offer in respect of
their own shareholdings of  Ordinary Shares which comprise  3,496,000
Ordinary Shares,  representing 2.96  per cent.  of the  issued  share
capital of the Company.

Yours faithfully,

Mark Nicholls
Chairman"


Appendix I: Presentation of Information, Bases and Sources

A. FORWARD-LOOKING STATEMENTS

This  announcement   contains  statements   that   are  or   may   be
"forward-looking" with respect to the financial condition, results or
operations  and  business  of  the  Company.  In  some  cases,  these
forward-looking  statements  can   be  identified  by   the  use   of
forward-looking  terminology,   including   the   terms   "believes",
"estimates",   "forecasts",   "plans",   "prepares",   "anticipates",
"expects", "intends", "may",  "will" or  "should" or,  in each  case,
their  negative  or  variations   or  comparable  terminology.   Such
forward-looking  statements   involve   known  and   unknown   risks,
uncertainties and other factors, which may cause the actual  results,
performance or achievements of the Company, or the industry in  which
is operates,  to be  materially different  from any  future  results,
performance  or   achievements   expressed   or   implied   by   such
forward-looking statements.

B. PRESENTATION OF FINANCIAL AND OPERATING INFORMATION

Unless otherwise  stated, the  financial information  concerning  the
Company has  been extracted  from internal  financial and  management
information, the published annual reports and accounts of the Company
for the relevant periods, the  Interim Results and other  information
made publicly  available by  the  Company. Financial  information  is
reported under Irish GAAP unless otherwise stated.

C. THIRD PARTY SOURCES

The Company  confirms  that  the  information  in  this  announcement
obtained from  third  party sources  has  been correctly  and  fairly
reproduced. So  far as  the Company  is aware  and has  been able  to
ascertain from information published by such third parties, no  facts
have been  omitted  which  would render  the  reproduced  information
inaccurate or misleading.

The Company  does  not  have  access to  the  facts  and  assumptions
underlying the data extracted from  publicly available sources. As  a
result, the Company is unable to verify such.

D. SOURCES AND BASES

Unless otherwise stated, information  regarding Guanabara's Offer  is
sourced from  the Offer  Document and  other material  made  publicly
available by Guanabara  or any  other person mentioned  in the  Offer
Document.

E. REFERENCES

The relevant  bases  of calculation  and  source of  information  are
provided below in the order in which the relevant information appears
in this  announcement. Where  financial or  operating information  is
based on the underlying sources  and bases described in paragraph  B,
the underlying  sources  and  bases are  not  repeated  again.  Where
information is repeated  in this announcement,  the underlying  bases
and sources are generally cited once and not repeated again.

The reference to  the current  Company share  price is  based on  the
closing price of  the Ordinary Shares  of 89.5 pence  as at 3  August
2009,  being  the  last  dealing  day  prior  to  the  date  of  this
announcement.

The reference to the Guanbara Offer  valuing the Company at 37  pence
per Ordinary Share  excluding net cash  is based on  the Group's  net
cash balance  of ¤55,300,000  at  30 June  2009  as recorded  in  the
Interim Results and 118,181,352  Ordinary Shares in  issue as at  the
Latest Practicable  Date,  which is  equivalent  to ¤0.47  per  share
(approximately 40 pence per share based on the Euro/Sterling exchange
rate quoted on the Financial  Times website (www.ft.com) on 3  August
2009 of 1.17450). The offer price of 77 pence per Ordinary Share less
40 pence equals 37 pence per Ordinary Share.

The reference to  the low  share price  is based  on the  discrepancy
between the average share price of the
Company since its admission to trading on AIM, being 160.4 pence, and
the share  price  immediately  prior to  commencement  of  the  Offer
Period, being 45.5 pence.

The references to the  profit before tax in  the first half of  2009,
significant revenue  growth and  increased  CER issuance  levels  are
based on the Interim Results.

The reference to  the recent legislative  developments in the  United
States is based on the approval by the US House of Representatives of
the American Clean Energy and Security Act on 26 June 2009.

The reference to Company Shareholders representing 19.91 per cent. of
the issued share capital having
undertaken to reject the Guanabara Offer is based on the  irrevocable
undertakings received by the Company from such Company Shareholders.

The reference  to  the Company's  market  position is  based  on  the
independent market research report by
Verdantix of December 2008 and the industry awards referred to below.

The reference  to  the  experience  and  industry  expertise  of  the
Company's people is based on internal management information.

The reference to Guanabara announcing that it was considering  making
an offer for  the entire  issued share capital  of the  Company at  a
price of 60 pence per Ordinary Share is sourced from the announcement
made by  Guanabara on  5 June  2009 entitled  'Guanabara -  Rule  2.4
Announcement'.

The reference to EDF Trading announcing that it was also  considering
making a  cash offer  for  the entire  issued  share capital  of  the
Company at a price of at least 75 pence per Ordinary Share is sourced
from the announcement  made by EDF  Trading on 8  June 2009  entitled
'EDF Trading - Rule 2.4 Announcement'.

The reference to the Board  rejecting both unsolicited approaches  as
being wholly  inadequate  and  noting that  the  Board  had  recently
received and rejected an indicative conditional proposal of 96  pence
per Ordinary  Share in  cash from  EDF Trading  is sourced  from  the
announcements  made  by  EcoSecurities   on  5  June  2009   entitled
'EcoSecurities Response to Possible Offer made by EDF Trading' and on
8 June 2009 entitled 'EcoSecurities  Response to Possible Offer  made
by Guanabara'.

The reference to  EDF Trading announcing  that it did  not intend  to
progress its  possible  offer  and had  entered  into  a  conditional
purchase agreement with Guanabara  is sourced from the  announcements
made by EDF Trading on 16 July 2009 entitled 'EDF Trading - Statement
Re Possible Offer  for EcoSecurities'  and 'EDF  Trading -  Portfolio
Purchase Agreement with Guanabara in relation to EcoSecurities'.

The reference to the Board  rejecting the Guanabara Offer is  sourced
from the announcement made by
EcoSecurities on  16 July  2009  entitled 'EcoSecurities  -  Intended
Offer From  Guanabara,  Withdrawal of  Possible  Offer from  EDF  and
Portfolio Purchase Agreement'.

The reference to Tricorona AB  reviewing the situation regarding  the
possibility of making an offer for the
Company is sourced from the announcement  made by Tricorona AB on  21
July 2009 entitled 'Tricorona -
Possible Offer for EcoSecurities'.

The financial  information  and  the  quotation  from  Mark  Nicholls
contained in the "Recent trading and prospects" section are based  on
and sourced from the Interim Results.

The reference  to  the  strong  financial  and  operational  progress
achieved by  the  Group is  based  on  the Interim  Results  and  the
Company's Annual Report and Accounts 2008.

The reference to the value of the Group's current portfolio is  based
on the Company's internal portfolio
information, the Interim Results, its forward sales position and  the
Director's view of potential future Carbon Credit prices.

The references to the Guanabara  Offer being opportunistic as to  its
timing and seeking to  exploit the low share  price are based on  the
discrepancy between the average share price of the Company since  its
admission to trading on AIM, being  160.4 pence, and the share  price
immediately prior to  commencement of  the Offer  Period, being  45.5
pence.

The reference to  the Company's  large and  diversified portfolio  is
based on the  Company's internal portfolio  information, the  Interim
Results and the Company's Annual Report and Accounts 2008.

The reference  to  the Company's  leading  reputation in  the  global
carbon markets and  its market position  are based on  the number  of
industry awards that  the Company  has obtained in  recent years  and
market research reports, including:
(a) 'Environmental Finances' award for 'Best CDM/JI Project Developer
2008' for the second year in a row
alongside the award for 'Best Voluntary Market Project Developer';
(b) New Carbon Finance award for  'Top Carbon Off-taker by Number  of
Deals' in 2008; and
(c) Verdantix, identifying the Company  in their 'Helping you  Change
with the Climate'  research report of  December 2008 identifying  the
Company as one of the 4 leading  firms in the carbon market in  their
Green Quadrant 'Analysis of CDM Project Developers'.

The reference to research coverage  published since the beginning  of
the Offer Period is based on the following:
(a)  a  report  from   KBC  Peel  Hunt   entitled  'Morning  Note   -
EcoSecurities - Buy' dated 17 July 2009; and
(b) a report from Mirabaud entitled 'EcoSecurities Clean Technology -
Any More Bids? Mark II' dated 17 July 2009; and
(c) a research  report from  Matrix Corporate  Capital entitled  'New
Energy - Two Steps Forward..' dated 23 June 2009.

The reference to  Guanabara's reasons  for making the  offer and  the
quotations used are sourced from the Offer Document.

The reference to the regulatory issues and delays that have adversely
affected the carbon markets is based on the report of the UNFCCC
entitled "Call for Inputs on Efficiency in the Operation of the CDM
and Opportunities for Improvement" available at:


http://cdm.unfccc.int/public-inputs/2009/cdmimprov/index.html.

The reference to the Group's strong progress in growing the  business
is based on the Interim Results  and the Company's Annual Report  and
Accounts 2008.

The reference to the Group having delivered significant  consolidated
revenue and net  revenue growth, increased  issuance levels of  CERs,
growth in registered  projects and  CER production and  a strong  net
cash position  of ¤55.3  million at  30  June 2009  is based  on  and
sourced from the Interim Results.

The reference to the Company's  CER portfolio post-2012 amounting  to
125 million CERs at 30 June 2009  of which 95 per cent. did not  have
fixed price  obligations  is  sourced from  internal  management  and
financial data.

The reference to a cap and  trade scheme for greenhouse gases in  the
US that would  allow up  to 2 billion  tonnes of  offset credits  per
year, of which up to 1.5 billion tonnes of CO2e per annum may be from
international offset projects, is based on the American Clean  Energy
and  Security  Act  (H.R.   2454)  approved  by   the  US  House   of
Representatives on 26 June 2009.

The reference  to the  CDM  market size  of  1.6 billion  tonnes  CO2
expected from registered CDM projects to the end of 2012 is based  on
data     from      the      UNFCCC      website,      sourced      at


http://cdm.unfccc.int/Statistics/index.html;

The plan for the UNFCCC parties  to meet in December 2009 is  sourced
from  the  information  about  the  COP15  meetings  to  be  held  in
Copenhagen contained in the following websites:  

http://en.cop15.dk/;
and 

http://unfccc.int/2860.php.

The reference to the Board's belief at the time of the Company's  AIM
admission is sourced from the Company's AIM admission document  dated
14 December 2005.

The reference  to  Guanabara's intention  to  delist the  Company  is
sourced from the Offer Document.

The references  to Guanabara  in  the paragraph  headed  'Guanabara's
future strategy  for  the  Company'  are  all  based  on  information
provided in the Offer Document.


Appendix II: Definitions:

"AIM" means the AIM market of the London Stock Exchange plc;
"Associate" means any person  who is an associate  of the Company  by
virtue of  any  of  paragraphs  (a)  to  (l)  of  the  definition  of
"Associate" in Rule 2.2 of the Takeover Rules;
"Board" means the  board of  directors of  the Company  from time  to
time;
"Company" or "EcoSecurities" means EcoSecurities Group Plc;
"Company Shareholders"  or  "EcoSecurities  Shareholders"  means  the
registered holders of Ordinary Shares;
 "Directors" means the directors of the Company from time to time;
 "EDF Trading" means EDF Trading  Limited, a wholly owned  subsidiary
of Électricité de France S.A.;
"Group" means the  Company and any  subsidiary of the  Company and  a
"Group Company" means any one of them;
"Guanabara" means Guanabara Holdings B.V.;
"Guanabara Offer" or the "Offer" means the offer made by Guanabara in
the Offer Document;
 "Interim Results" means the unaudited interim results of the Company
and its subsidiaries for the six  month period ended 30 June 2009  as
set  out  in  Part  2  of  the  response  circular  posted  today  to
EcoSecurities Shareholders;
"Irish GAAP" means  the generally accepted  accounting principles  in
Ireland;
"Latest Practicable  Date"  means  3  August  2009  (being  the  last
practicable date  before the  publication  of the  response  circular
posted today to EcoSecurities Shareholders);
"Offer Document" means the offer  document issued by Guanabara on  22
July 2009;
"Offer Period" means the period commencing on 5 June 2009;
"Ordinary Shares" means ordinary shares of ¤0.0025 each in the  share
capital of the Company, each an "Ordinary Share";
 "RBS Hoare Govett" means RBS Hoare Govett Limited;
"Takeover Rules" means the Irish  Takeover Panel Act, 1997,  Takeover
Rules 2007 and 2008 available at www.irishtakeoverpanel.ie; and
"US" or "United States" means the United States of America.


Appendix III: Glossary of technical terms
"Carbon Credits"  means greenhouse  gas Emission  Reduction  benefits
arising from project-level activities;
"CDM" means Clean Development Mechanism,  being the provision of  the
Kyoto Protocol that governs project level carbon credit  transactions
between developed and developing countries;
"CER"  means  Certified  Emission  Reduction,  being  carbon  credits
created by  CDM  projects. 1  CER  corresponds  to 1  tonne  of  CO2e
Emission Reductions;
"CMIA"  means   the  Carbon   Market  Investors   Association  -   an
international trade  association representing  businesses working  to
reduce carbon emissions through the  market mechanisms of the  UNFCCC
and the Kyoto Protocol;
"CO2e" means carbon dioxide equivalent and the unit used in the Kyoto
Protocol;
"Emission Reductions"  means  units  ascribed  to  the  reduction  of
greenhouse gas related emissions;
"GHG" means  greenhouse gases,  such as  CO2 that  trap heat  in  the
atmosphere;
"Gross" means in respect of contracted and portfolio acquisitions  of
Emission Reductions, the total project volumes without adjustment for
EcoSecurities'  share   of   Emission  Reductions   from   individual
contracts;
"IETA" means  the International  Emissions Trading  Association -  an
international trade  association involved  in the  development of  an
active, global greenhouse gas market and the creation of systems  and
instruments to ensure effective business participation;
"JI" means Joint Implementation, the provision of the Kyoto  Protocol
that  governs  project-level   carbon  credit  transactions   between
entities located in Annex 1 countries;
"Kyoto  Protocol"  means  the  international  agreement  under  which
industrialised countries commit to reduce GHG emissions;
"Net" means in  respect of contracted  and portfolio acquisitions  of
Emission Reductions, adjusted  for EcoSecurities'  share of  Emission
Reductions from individual contracts;
"Net Trading Margin" means the net spread on principal  arrangements,
net agency  fees  (after commission  to  third parties)  and  project
development margins, and excludes other direct cost inputs and  fixed
cost allocations;
"Portfolio" means  rights  to  buy or  receive  Carbon  Credits  from
Emission Reduction projects  that are  capable of producing  up to  a
stated level of Carbon Credits;
"tCO2e" means tonnes of carbon  dioxide equivalent, units for  carbon
dioxide equivalent calculations;
"UNFCCC" means  the United  Nations Framework  Convention on  Climate
Change, signed in 1992; and
"VER" means Verified Emission Reduction, being carbon credits created
through voluntary emission reduction projects. One VER corresponds to
1 tonne of CO2e Emission Reductions.

 - ENDS -

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