Cambium Global Timberland : February 1 202330 April 2022 Annual Financial Statements

Cambium Global Timberland Limited

(in liquidation)

Annual Report and Audited Consolidated Financial Statements

For the year ended 30 April 2022

Cambium Global Timberland Limited (in liquidation)

Contents

	Page
Chairman's Statement	2
Board of Directors	3
Directors' Report	4-8
Audit Committee Report	9
Independent Auditor's Report	10-13
Consolidated Statement of Comprehensive Income	14
Consolidated Statement of Financial Position	15
Consolidated Statement of Changes in Equity	16
Consolidated Statement of Cash Flows	17
Notes to the Consolidated Financial Statements	18-38
Key Parties	39

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Cambium Global Timberland Limited (in liquidation)

Chairman's Statement

On 3 August 2022, the Company commenced summary winding up under Jersey law (a solvent winding up to conclude the life of the Company, broadly the equivalent of a members' voluntary winding up in England). Thereupon, the powers of the Directors were restricted by Jersey law to matters connected with the winding up, specifically to discharging liabilities and realising and distributing assets. I now report on those matters as follows.

I have previously referred to the exit from the properties in Minas Gerais, Brazil being on deferred payment terms. I am pleased to report that all payments for the sale of the Agua Santa property have now been received in full, and accordingly, that the title to that property has been transferred to the purchaser. Payments have been received on schedule for the sale of the Forquilha property, with the final two received in December 2022 and January 2023. Payments are being received on schedule for the sale of the Ribeirão do Gado property, with the final payment due this month.

In relation to the 3R property in Tocantins, Brazil, R$400,000 (circa US$75,000 as of today) was withheld by the purchaser from the sale price pending successful outcome of litigation to evict squatters. Agreement was reached with the purchaser post-year end for the purchaser to accept responsibility for the outcome of that litigation in return for which, on 30 November 2022, the Company received R$265,000 (the equivalent on that date of US$50,000) and relinquished its claim to any remaining part of the withholding. The Board regards this as a good outcome, providing certainty and enabling the Company's 3R Brazilian subsidiary to be wound up sooner than would most likely have been the case without this deal.

At the Forquilha property in Minas Gerais, the ongoing wood harvest means there is an operating licence needing to be transferred to the purchaser of the wood. The licence transfer has to take place relative to each defined section of trees as the wood purchaser takes possession of each one successively, as the harvest progresses. The harvest is to a degree subject to instability in the charcoal market and completion has been marginally delayed, now expected to be finished by February 2023, instead of January 2023 as had previously been expected.

That will conclude the asset disposal process, and we continue on schedule for the final capital distribution to be paid to shareholders by 31 May 2023 or thereabouts.

As stated in the July 2022 circular to shareholders, in the event of developments materially affecting the amounts or timings of anticipated distributions the Company will inform Shareholders by way of notice posted under the "INVESTOR DOCUMENTS" tab in the "Shareholder Communication" drop-down list on the Company's website at www.cambium.je.

Antony Gardner-Hillman

Chairman

27 January 2023

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Cambium Global Timberland Limited (in liquidation)

Board of Directors

Antony R Gardner-Hillman, Independent Non-executive Chairman

Tony Gardner-Hillman is a solicitor of the Senior Courts of England and Wales and has a first-class honours degree in Jurisprudence from Oxford University. He co-founded the Jersey Trust Company group in 1987 and was a director and shareholder for 21 years until he resigned as non-executive group chairman and disposed of his remaining shareholding in the group holding company in 2008. He was a partner of Crills, a Jersey law firm, from 1987 to 2002, and a Jersey resident non-executive partner of the international law firm Holman, Fenwick & Willan (Jersey partnership) from 1987 to 2003. Since 2008 he has worked full-time on a varied portfolio of directorship appointments (including with AIM listed companies). In late 2020 he co-founded Rocquaine Management Limited, of which he is chairman and a shareholder.

Mark Rawlins, Independent Non-executive Director

Mark Rawlins is a solicitor of the Senior Courts of England and Wales and has an honours degree in Natural Sciences (Theoretical Physics) from Cambridge University. He joined Linklaters in London in 1993 and then moved to Arups (London) in 1997, before transitioning to the practice of off-shore law in 1998 with Maples and Calder, first in London and then in the Caribbean, where he became a group partner in 2005. His legal practice is focused on investment funds. He relocated to Jersey in 2011 and headed the Jersey investment fund practice of Collas Crill from 2011 to 2017. He currently practices as a lawyer with Hatstone Lawyers and acts as a non-executive director in a personal capacity.

Svante Adde, Independent Non-executive Director

Svante Adde studied at the Stockholm School of Economics to take his BA degree in 1979. He joined Citibank in Stockholm that year as an account officer and moved with Citicorp to London in 1983 to work in M&A and corporate finance. Svante joined Lazard Brothers in London in 1989 to head up their Nordic business which he led until 2003 as a managing director/partner. During this period Lazard acquired its Stockholm office for which Svante was the managing director until 2003. Since 2003 he has worked as CFO of Ahlstrom in Helsinki, managing director of Compass Advisers, and from 2007 until 2013 was managing director and a senior adviser of Pöyry Capital. Svante resigned from the Board with effect from 31 August 2022.

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Cambium Global Timberland Limited (in liquidation)

Directors' Report

For the year ended 30 April 2022

The Directors present their annual report and the audited consolidated financial statements for the year ended 30 April 2022 (the "financial statements") of Cambium Global Timberland Limited (the "Company") and entities under its control (together the "Group").

Business of the Company

The Company was incorporated as a closed-endedJersey-registered investment company with limited liability on 19 January 2007. The shares were successfully admitted to the Alternative Investment Market ("AIM"). The Company has received a certificate from, and is regulated by, the Jersey Financial Services Commission under the Collective Investment Funds (Jersey) Law 1988, as amended.

The Company's initial strategy was: to generate superior total returns to investors by effectively managing an optimised portfolio of timberland properties and timberland-related investments diversified by location, age class and species; to manage each of the assets on an environmentally and socially sustainable basis; and to manage assets for timber production with exposure to emerging environmental markets. Subsequent to the strategic review, completed in November 2012, the Company's strategy has been to implement an orderly realisation of the Group's investments in a manner which maximises value for shareholders and returns surplus cash to shareholders over time through ad hoc returns of capital.

A review of business during the year and future developments is contained in the Chairman's Statement.

Going concern

On 30 November 2012, the Independent Directors announced the outcome of the strategic review initiated in June 2012. The Directors proposed and recommended a change of investment policy with a view to implementing an orderly realisation of the Group's investments in a manner which maximises value for shareholders and returns surplus cash to shareholders over time through ad hoc returns of capital. This proposal was approved by shareholders at an Extraordinary General Meeting ("EGM") on 22 February 2013. There was no set period for the realisation of the portfolio.

The Company has now completed its exit from its entire portfolio of properties and is left with receivables comprising deferred purchase consideration payments, and cash at bank. The receivables are being serviced in line with the sale agreements and all payments are expected to be received by February 2023.

At an EGM held on 3 August 2022, shareholders approved resolutions to commence a summary solvent winding up of the Company and to consent to cancellation of the admission to trading of the Company's shares on AIM. As a result, as at 30 April 2022 the assets and liabilities of the entire Group are classified as held for sale and its operations are classified as discontinued, and the admission to trading was cancelled.

The Directors therefore believe it is no longer appropriate to prepare the financial statements on a going concern basis.

Results and dividends

The results of the Group are stated on page 14. The Directors do not propose a dividend in respect of the financial year ended 30 April 2022 (2021: £Nil).

The Board

During the year the Board consisted of three Directors. Svante Adde resigned as a Director with effect from 31 August 2022. The Board considers that the Operations Manager is independent of the Board.

It is required that Directors shall retire by rotation and stand for re-election at regular intervals of no more than three years, or in the case of a non-independent Director, every year. At each AGM the number of Independent Directors required to retire (other than any Director who wishes to retire without offering himself for re-election) shall not exceed one third of the total number of Directors. If two or more Directors have been in office for the same period of time then the Director(s) to retire shall be determined by agreement or by lot. Each Director is appointed for a three-year term subject to the performance evaluation carried out by the Remuneration Committee each year. The Board will agree whether it is appropriate for a Director to seek an additional term. There is no set notice period and no provision for compensation upon early termination of appointment.

Directors

The Directors of the Company who held office during the year and to the date of signing of these financial statements are detailed below:

	Appointed
Antony Gardner-Hillman	31	July 2015
Svante Adde	23	July 2013 (resigned 31 August 2022)
Mark Rawlins	1 May 2020

Directors' interests

Svante Adde had an interest in 160,840 shares of the Company at 30 April 2022 (2021: 160,840), representing 0.22% of the Company's issued share capital.

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