Cambium Global Timberland : March 7 2024 2023 Notice of the AGM and form of Proxy

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about what action to take, you are recommended immediately to consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all of your ordinary shares of no par value in Cambium Global Timberland Limited, please forward this document and the accompanying documents at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Cambium Global Timberland Limited

(in liquidation)

(a closed-ended investment company incorporated in Jersey, Channel Islands, with registration number 95719)

Notice of Annual General Meeting

Notice of the annual general meeting of the Company (AGM), to be held at IFC5, St Helier, Jersey JE1 1ST on 04 April 2024 at 11:00am, is set out at the end of this document. The recommendations of the Directors are set out on page 7.

The enclosed form of proxy for use at the AGM should be completed and returned to Link Group, PXS1, 34 Beckenham Road, Beckenham, BR3 4ZF as soon as possible and to be valid must arrive no later than 11:00 a.m. on 02 April 2024.

This document and the accompanying documents should not be forwarded or transmitted in or into the United States, Canada, Australia, South Africa or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction. The distribution of this document in jurisdictions other than the United Kingdom or Jersey may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

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	CONTENTS
		Page
Expected Timetable		3
Definitions		4
PART I	Letter from the Non-Executive Chairman	5
PART II	Additional information	8
Notice of Annual General Meeting	10

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EXPECTED TIMETABLE
Publication of Circular, Notice of General Meeting and Form of Proxy	07 March 2024
Latest time and date for receipt of completed Forms of Proxy	11:00am on 02 April 2024
Date and time of General Meeting	11:00am on 04 April 2024

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"Cambium" or "Company" "Circular"

"Directors"

"Form of Proxy"

"Annual General Meeting" or "AGM"

"Group"

"Latest Practicable Date"

"Law"

"Notice of Annual General Meeting"

"Ordinary Resolution"

"Ordinary Shares"

"Proposal"

"Registrar"

"Resolutions"

"Shareholders" "£" or "Pounds" "R$" or "Reals"

DEFINITIONS

Cambium Global Timberland Limited

this document dated 07 March 2024

the directors of the Company being Antony Gardner- Hillman and Mark Rawlins

the form of proxy accompanying this document relating to the General Meeting

the annual general meeting of the Company convened by the Notice of Annual General Meeting, to be held at IFC5, St Helier, Jersey JE1 1ST on 04 April 2024 at 11:00am.

Cambium and its subsidiaries

5.30 p.m. on 6 March 2024, being the latest practicable time and date prior to publication of this document

the Companies (Jersey) Law 1991 (as amended)

the notice of annual general meeting of the Company, which is set out at the end of this document

a resolution which requires approval by a simple majority of the votes cast

the ordinary shares of no par value in the capital of the Company

the proposal referred to below in the Chairman's letter to Shareholders and defined therein under the heading "Winding up report"

Link Market Services (Jersey) Limited, IFC 5, St. Helier, JE1 1ST, Jersey

the resolutions to be proposed at the Annual General Meeting, which are numbered and set out in full in the Notice of General Meeting, and "Resolution" means one of them as specified by reference to its number

the holders of Ordinary Shares

the lawful currency of the United Kingdom

the lawful currency of Brazil

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PART I

LETTER TO SHAREHOLDERS FROM THE NON-EXECUTIVE CHAIRMAN

CAMBIUM GLOBAL TIMBERLAND LIMITED

(in liquidation)

(a closed-ended investment company incorporated in Jersey, Channel Islands, with registration number 95719)

Directors:	Registered Office:
Antony R Gardner-Hillman(Non-Executive Chairman)	IFC5
Mark Rawlins (Non-Executive Director)	St Helier
	Jersey
	JE1 1ST
	07 March 2024
Dear Shareholder,

NOTICE OF ANNUAL GENERAL MEETING

Winding up report

Cambium formerly owned plantation forests in various countries. All have now been sold.

Following its exit from its entire portfolio of properties and having declared to date two capital distributions in the course of its liquidation, the Company itself is left with residual cash at bank amounting to approximately £ 276,525, stated as at 6 March, 2024 (the Latest Practicable Date).

The Company's wholly owned subsidiary Cambium Brazil MG Investimentos Florestais Ltda, incorporated in Brazil (CBMG), holds cash at bank amounting to approximately R$ 1,618 or £258 (£1 : R$6.28), stated as at the Latest Practicable Date, and is the defendant in Court proceedings in the State of Minas Gerais in Brazil brought by the State (the Brazil Proceedings). The State is pursuing CBMG for the recovery of tax claimed to be due in the principal amount of R$ 5,031,785.47, plus interest and costs. CBMG is contesting the Brazil Proceedings. The balance held by the Company's wholly owned subsidiary 3R Tocantins Investimentos Florestais Ltda (3R) amounts to approximately R$ 826,209 or £131,500 (using the same exchange rate).

The Brazil Proceedings are at risk of delaying the eventual winding up and dissolution of CBMG and causing a consequential delay in the final cash distribution expected to be made by Cambium immediately prior to its own eventual dissolution.

In an effort to overcome that delay, the Directors have negotiated and agreed terms subject to contract for the transfer of ownership of the Company's two first tier subsidiaries (incorporated in the British Virgin Islands), namely Cambium MG Holdings Limited and Cambium Minas Holdings Limited (the BVI subsidiaries). The BVI subsidiaries together wholly own CBMG and 3R. The Directors' view is that the proposal for such transfers (the Proposal), if concluded, is in shareholder's interests as it will uncomplicate the process towards eventual dissolution of the Company and reduce ongoing maintenance costs of the

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corporate structure, and is expected to facilitate and improve the expected final cash distribution referred to above.

The terms of the Proposal require that:

1. The Directors continue sine die as the directors of the BVI subsidiaries, without remuneration. In lieu of remuneration, the Directors have been offered an equity shareholding in the BVI subsidiaries as from completion of the Proposal amounting to 40% in the aggregate.
2. The cash at bank in Brazil, referred to above, is applied between now and the completion of the Proposal only in paying the ordinary costs of maintenance of CBMG and 3R, with the balance as at the date of such completion remaining in the CBMG and 3R accounts. The expectation is that such balance will be applied by the new owners in or towards the costs of the defence of the Brazil Proceedings. If such defence is successful and a balance remains, such balance will accrue to the benefit of the new owners of CBMG and 3R. Any consequences of an unsuccessful defence, including any possible cash deficiency, will be for the account of the new owners and the management of the company under and subject to relevant law.

The Directors understand that the offeror under the Proposal has the aim, as yet not clearly specified, of utilising the four subsidiaries in a new investment fund structure which is intended to acquire new capital for investment in Brazil.

The Directors have considered the uncertainty of risks in light of the Brazil Proceedings and the possibility of any other unforeseen circumstances which may come to light, potentially affecting the solvency of any of the four subsidiaries and the Directors' personal positions. Notwithstanding such risks, the Directors have indicated a willingness to go ahead so as in their view to facilitate the conclusion of Cambium's journey in the shortest possible timescale from now and with what they regard as likely to be the best outcome for Shareholders. However, they are prepared to do so only with Shareholder consent indicated by way of ordinary resolution at the AGM.

Distributions

Shareholders have previously been informed that it would not be possible to make payment of any distribution to any particular Shareholder if verification of such Shareholder's identity has been requested, and not provided to the satisfaction of the Directors, so as to enable full compliance with all applicable regulatory, anti-money laundering and other due diligence requirements, including those of the company secretary in relation to its own procedures.

A number of Shareholders have either not commenced, or have commenced and not pursued or completed, such verification after being requested to do so ("non-compliantshareholders"). The aggregate sum of approximately £424,906.03 intended for distribution remains with the Registrar (after deducting the aggregate value of distribution cheques posted to Shareholders on 22 February 2024 and 7 March 2024, whether or not yet cleared). The Directors have considered the impediment to the Company's eventual dissolution caused by ongoing failure of non-compliant shareholders to complete required identity verification. They have determined that it is in the interests of the Company to give notice to non-compliant shareholders of a final date for such verification to be completed, failing which the amount earmarked for distribution to such Shareholders will be forfeited and form part of the aggregate amount of the anticipated final distribution to be made to compliant Shareholders. To enable that, the Directors propose the amendments to the Company's Articles of Association referred to in Resolution 8 referred to in the Notice of AGM appearing at the end of this document. Subject to that resolution being passed at the AGM, the Directors wish it to be clearly understood that the period of one year referred to in the proposed new article

27.10 will expire on 23 May 2024 and that any Shareholder who remains non-compliant on that date should expect any unpaid distribution entitlement in his favour to be cancelled and the amount of such distribution entitlement to be forfeited.

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Annual General Meeting

The General Meeting, notice of which is set out at the end of this document, is to be held at IFC 5, St Helier, Jersey JE1 1ST at 11:00 a.m. on 04 April 2024. The General Meeting is being held for the purpose of considering and, if thought fit, passing the following resolutions. Resolutions 1 to 7 will be proposed as ordinary resolutions. Resolution 8. Will be proposed as a special resolution. The resolutions proposed are -

Ordinary Resolutions

1. To receive and adopt the Directors' Report and the Audited Consolidated Financial Statements for the year ended 30 April 2023.
2. To re-appoint Mr Gardner-Hillman as a Director of the Company in accordance with Article 19.03 of the
   Company's Articles of Association.
3. To re-appoint Mr Rawlins as a Director of the Company in accordance with Article 19.03 of the
   Company's Articles of Association.
4. To approve the Directors' Remuneration Report for the year ended 30 April 2023.
5. To re-appoint Moore Stephens Audit & Assurance (Jersey) Limited as auditors of the Company, to hold office from the conclusion of this annual general meeting until the conclusion of the next annual general meeting of the Company.
6. To authorise the directors to fix the remuneration of the Company's auditors for their next period of office.
7. To consent to the Proposal as set out in the Circular accompanying the Notice convening this meeting, or as may be varied by any further negotiation hereafter.

Special Resolution

8. To amend the Articles of Association by the addition to article 27 of the new provision 27.10 set out in the Annexure accompanying the Notice convening the AGM.

Action to be taken

You will find enclosed a Form of Proxy for use at the General Meeting. Whether or not you intend to be present at the General Meeting, you are requested to complete the Form of Proxy in accordance with the instructions printed on it and to return it as soon as possible so as to be received by Link Group, at PXS1, 34 Beckenham Road, Beckenham, BR3 4ZF no later than 11:00 am on 02 April 2024. The return of the Form of Proxy will not prevent you, prior to the final time for receipt of proxies, from changing your instructions to your proxy and submitting a replacement Form of Proxy if you wish.

Recommendations

The Directors consider the proposals set out in Resolutions 1 to 8 to be fair and reasonable and in the best interests of the Shareholders and the Company as a whole. Accordingly, the Directors recommend that the Shareholders vote in favour of Resolutions 1 to 8 inclusive.

Yours faithfully,

Antony R Gardner-Hillman

Non-Executive Chairman

Cambium Global Timberland Limited (in liquidation)

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PART II

ADDITIONAL INFORMATION

1. RESPONSIBILITY

1.1. The Directors, whose names are set out on page 4 of this document, accept responsibility for the information contained in this document (including any expression of opinion). To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document for which they take responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

1. REGULATORY
   The Company is a collective investment fund as defined in the Collective Investment Funds (Jersey) Law 1988 (the "Law"). The Company is established under the Jersey Listed Fund Guide (the "Listed Fund Guide") issued by the Jersey Financial Services Commission (the "Commission") and is regulated by the Commission under the Law.
   The Commission is protected by the Law against liability arising from the discharge of its functions under the Law.
2. INTERESTS IN SHARES

3.1 As at the Latest Practicable Date, the interests of the Directors, all of which are beneficial unless otherwise stated, in the Ordinary Share capital of the Company (including persons closely associated with the Directors within the meaning of Section 26 of the Market Abuse Regulation) were, and as at the AGM date are expected to be, as follows:

		As at the Latest Practicable Date
	Number of
	Ordinary
Name	Shares	Percentage of the issued share capital
Antony R Gardner-Hillman	-	-
Mark Rawlins	-	-
Total	-	0.00%

3.2 As at the Latest Practicable Date and insofar as is known to the Company, the following persons had an interest in the Company's issued Ordinary Share capital which is notifiable under Rule 5 of the

Disclosure Guidance and Transparency Rules of the Financial Conduct Authority of the United Kingdom:

		Percentage of the issued share
Name	Number of Ordinary Shares	capital
Peter Gyllenhammar AB	23,667,097	28.82%
Baillie Gifford	12,061,701	14.69%
Rath Dhu Limited	12,000,000	14.61%
British Steel Pension Fund Trustee	7,930,213	9.66%
Miton Asset Management	3,766,000	4.59%

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4. MATERIAL CONTRACTS

No material contracts (being contracts entered into otherwise than in the ordinary course of business) have been entered into by the Group within the two years immediately preceding the date of this Circular.

5. SIGNIFICANT CHANGES

Save as disclosed in this document, there has been no significant change in the financial or trading position of the Company since 26 February 2024 (the date on which the Annual Report and Audited Separated Financial Statements for the year ended 30 April 2023 were published on the Company's web page www.cambium.je).

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Cambium Global Timberland Limited

(in liquidation)

(a closed-ended investment company incorporated in Jersey, Channel Islands, with registration number 95719)

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that a GENERAL MEETING of Cambium Global Timberland Limited (the "Company") will be held at IFC 5, St Helier, Jersey JE1 1ST on 04 April 2024 at 11:00 am (the "Meeting") for the purpose of considering and, if thought fit, passing the following resolutions, of which -

• Resolutions 1 to 7 will be proposed as ordinary resolutions, each requiring a simple majority of the votes cast at the Meeting to be in favour, and
• Resolution 8 will be proposed as a special resolution, requiring at least two-thirds of the votes cast at the Meeting to be in favour.

For the purposes of the following resolutions -

• references to the Annual Report, the Directors' Report and the Directors' Remuneration Report are to such documents as contained within the Annual Report and Audited Consolidated Financial Statements for the year ended 30 April 2023 as published on the Company's website athttps://www.cambium.je/or accessible via www.cambium.je/financials.
• reference to the amendment to the Articles of Association is to the Articles of Association with amendments to article 27 ibid in the form accompanying the Notice convening this meeting as published on the Company's website athttps://www.cambium.je/investor-documents/shareholder-communication/,

RESOLUTIONS

ORDINARY RESOLUTIONS

1. RESOLVED that the Directors' Report and the Audited Consolidated Financial Statements for the year ended 30 April 2023 be and are hereby received and adopted.
2. RESOLVED that Antony Gardner-Hillman be and is hereby re-elected as a Director of the Company in accordance with Article 19.03 of the Company's Articles of Association.
3. RESOLVED that Mark Rawlins be and is hereby re-elected as a Director of the Company in accordance with Article 19.03 of the Company's Articles of Association.
4. RESOLVED that the Directors' Remuneration Report for the year ended 30 April 2023 be and is hereby approved.
5. RESOLVED that Moore Stephens Audit & Assurance (Jersey) Limited be and are hereby re-appointed as auditors of the Company, to hold office from the conclusion of this annual general meeting until the conclusion of the next annual general meeting of the Company.
6. RESOLVED that the directors be and are hereby authorised to fix the remuneration of the Company's auditors for their next period of office.

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