Annual Report & Consolidated Financial Statements For the Year Ended 31 December 2020 TAble oF ConTenTS 2 DIRECTORS, MANAGEMENT AND ADVISERS 3 COMPANY OVERVIEW 6 CHAIRMAN’S STATEMENT 9 STRATEGIC REPORT 11 PRINCIPAL RISKS 16 VIABILITY STATEMENT 19 INVESTMENT MANAGER’S REVIEW 32 THE BOARD OF DIRECTORS 34 DIRECTORS’ REPORT 40 DIRECTORS’ REMUNERATION REPORT 42 ENVIRONMENTAL SOCIAL GOVERNANCE (ESG) STRATEGY 45 REPORT OF THE AUDIT COMMITTEE 48 STATEMENT OF DIRECTORS’ RESPONSIBILITIES 49 INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF CEIBA INVESTMENTS LIMITED 56 CONSOLIDATED STATEMENT OF FINANCIAL POSITION 57 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 58 CONSOLIDATED STATEMENT OF CASH FLOWS 59 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 60 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 90 INVESTOR INFORMATION 92 GLOSSARY OF TERMS AND DEFINITIONS AND ALTERNATIVE PERFORMANCE MEASURES 95 NOTICE OF ANNUAL GENERAL MEETING Visit our Website at www.ceibalimited.co.uk to fnd out more about CEIBA Investments Limited. THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you are recommended to seek your own independent fnancial advice from your stockbroker, bank manager, solicitor, accountant or other fnancial adviser authorised under the Financial Services and Markets Act 2000 (as amended by the Financial Services Act 2012) if you are in the United Kingdom or, if not, from another appropriately authorised fnancial adviser. If you have sold or otherwise transferred all your Ordinary Shares in CEIBA Investments Limited, please forward this document, together with the accompanying documents immediately to the purchaser or transferee, or to the stockbroker, bank or agent through whom the sale or transfer was efected for transmission to the purchaser or transferee. 1 DiReCToRS, MAnAgeMenT AnD ADviSeRS DIRECTORS (All NON-ExECUTIVE) REGISTERED OFFICE John Herring (Chairman) CEIBA Investments limited Trevor Bowen Ground Floor, Dorey Court Keith Corbin Admiral Park, St Peter Port Peter Cornell Guernsey GY1 2HT Colin Kingsnorth all of the registered ofce AIFM INVESTMENT MANAGER Aberdeen Standard Fund Managers limited Aberdeen Asset Investments limited Bow Bells House, 1 Bread Street Bow Bells House, 1 Bread Street London EC4M 9HH London EC4M 9HH ADMINISTRATOR AND SECRETARY REGISTRAR JTC Fund Solutions (Guernsey) limited link Market Services (Guernsey) limited Ground Floor, Dorey Court Mont Crevelt House, Admiral Park, St Peter Port Bulwer Avenue, St Sampson Guernsey GY1 2HT Guernsey GY2 4LH AUDITOR FINANCIAl ADVISER & BROkER Grant Thornton limited Nplus1 Singer Advisory llP Lefebvre House, Lefebvre Street 1 Bartholomew Lane St Peter Port, Guernsey GY1 3TF London EC2N 2AX ADVOCATES TO THE COMPANY (AS TO GUERNSEY lAW) SOlICITORS TO THE COMPANY (AS TO ENGlISH lAW) Carey Olsen (Guernsey) llP Gowling WlG (Uk) llP Carey House, Les Banques 4 More London Riverside St Peter Port, Guernsey London GY1 4BZ SE1 2AU TRANSFER AGENT DEPOSITARY link Asset Services JTC Global AIFM Solutions limited The Registry Ground Floor, Dorey Court 34 Beckenham Road, Admiral Park, St Peter Port Beckenham, Guernsey GY1 2HT Kent BR3 4TU BOND lISTING AGENT BOND REGISTRAR AT THE INTERNATIONAl STOCk ExCHANGE JTC Registrars limited Carey Olsen Corporate Finance limited Ground Floor, Dorey Court Carey House Admiral Park, St Peter Port Les Banques, St Peter Port Guernsey GY1 2HT Guernsey GY1 4BZ 2 DIRECTORS, MANAGEMENT AND ADVISERS CoMpAny oveRview GENERAl CEIBA Investments Limited (“CeibA” or the “Company”) is a Guernsey-incorporated, closed-ended investment company, with registered number 30083. The Ordinary Shares of the Company are listed on the Specialist Fund Segment (“SFS”) of the London Stock Exchange’s Main Market under the symbol CBA (ISIN: GG00BFMDJH11). The Bonds are listed on The International Stock Exchange, Guernsey under the symbol CEIB1026 (ISIN: GG00BMV37C27). The Company is governed by a Board of Directors, the majority of whom are independent. Like many other investment companies, it outsources its investment management, administration and other services to third party providers. Through its consolidated subsidiaries (together with the Company, the “group”), the Company invests in Cuban real estate and other assets by acquiring shares in Cuban joint venture companies or other entities that own the underlying properties. The Company also arranges and invests in fnancial instruments granted in favour of Cuban borrowers. FINANCIAl HIGHlIGHTS AS AT 31 DECEMBER 2020 IN £ AND US$ (FOREx: £/US$ = 1.3608) Net Asset Value (“nAv”) and share price are quoted in Sterling (£) but the functional currency of the Company is the U.S. Dollar (US$). As such, the fnancial highlights of the Company set out below are being provided in both currencies, applying the applicable exchange rate as at 31 December 2020 of £1:US$1.3608 (2019 £1=US$1.3113). £ Net (loss)/Gain to Total Net Assets NAV per share1 shareholders £142.9m 2019: £157.7m 103.8p 2019: 114.5p (£14.6m) 2019: £5.8m 2 2 2 2 2 2 £145.0m 2019: £160.6m 105.3p 2019: 116.6p (£15.3m) 2019: £5.0m (loss) / Earnings per share NAV Total Return1 Share price return1, 3 (10.6p) 2019: 4.2p (9.4%) 2019: 0.8% 19.0% 2019: (26.1%) 2 2 2 2 (11.1p) 2019: 3.6p (9.7%) 2019: 0.3% Share price Market Capitalisation Discount to NAV1 (18.6%) 2019: (38.0%) 84.5p 2019: 71.0p £116.3m 2019: £97.7m 2 2 (19.8%) 2019: (39.1%) COMPANY OVERVIEW 3 US$ Net (loss)/Gain to Total Net Assets NAV per share1 shareholders US$194.4m US$1.41 (US$19.8m) 2019: US$206.7m 2019: US$1.50 2019: US$7.6m US$197.3m2 US$1.432 (US$20.8m)2 2019: US$210.6m2 2019: US$1.532 2019: US$6.6m2 (loss)/Earnings per share NAV Total Return1 Share price return1, 3 (US$0.14) (6.0%) 2019: US$0.06 2019: 4.9% 22.8% 2019: (23.1%) (US$0.15)2 (6.3%)2 2019: US$0.052 2019: 4.3%2 Share price Market Capitalisation Discount to NAV1 (18.6%) US$1.15 US$158.3m 2019: (38.0%) 2 2019: US$0.93 2019: US$128.2m (19.8%) 2019: (39.1%)2 1 These are considered Alternative Performance Measures. See glossary on page 92 for more information. 2 These fgures difer from the fgures derived from the audited Consolidated Financial Statements beginning on page 56. The fgures are calculated in full accordance with International Financial Reporting Standards (“IFRS”), except that they include the efect of an adjustment recognising the full amount of US$5.0m / £3.9m received from Aberdeen Standard Fund Managers Limited on 23 November 2018 in connection with the execution of the Management Agreement in the Statement of Comprehensive Income for the year ended 31 December 2018, rather than deferring this amount over the fve-year term of the Management Agreement as required by IFRS. This adjustment resulted in the increase of the net income attributable to the shareholders of the Company for the year ended 31 December 2018 by US$5.0m / £3.9m and decreases the net income attributable to the shareholders of the Company by the amount of US$1.0m / £0.7m per year over the fve year term of the Management Agreement. Consequently, for the year ended 31 December 2020 the adjustment resulted in a decrease in the net income attributable to the shareholders of the Company in the amount of US$1.0m / £0.7m. 3 Source: Refnitiv 4 COMPANY OVERVIEW MANAGEMENT The Company has appointed Aberdeen Standard Fund Managers Limited (“ASFMl” or the “AiFM”) as the Company’s alternative investment fund manager to provide portfolio and risk management services to the Company. The AIFM has delegated portfolio management to Aberdeen Asset Investments Limited (the “investment Manager”). Both ASFML and the Investment Manager are wholly-owned subsidiaries of Standard Life Aberdeen plc, a publicly-quoted company on the London Stock Exchange. Aberdeen Standard Investments (“ASi”) is a brand of Standard Life Aberdeen plc. References throughout this document to ASI refer to both the AIFM and the Investment Manager. FINANCIAl CAlENDAR 17 June 2021 Annual General Meeting 2021 30 September 2021 Announcement of half-yearly results for the six months ending 30 June 2021 31 December 2021 Financial year end COMPANY OVERVIEW 5 CHAiRMAn’S STATeMenT Since publication of the 2019 Annual Report of CEIBA Investments Limited (“CeibA” or the “Company”) in April 2020, both the Company and Cuba have, in line with most of the rest of the world, been battling the Covid-19 pandemic. The extreme impact of this virus was difcult to assess at that time and there still remains considerable uncertainty about its duration and the long-term impact, and the expected return to normality. One of our prime concerns throughout this period has been ensuring the wellbeing of our people and protecting the safety of the people working to advance the afairs of the Company. It is notable that Cuba itself has handled the virus well, with some 103,524 total infections as of writing this report and a death toll of 604 people since the start of the pandemic, which on a global basis is an enviable record. 2020 REVIEW Inmobiliaria Monte Barreto S.A. (“Monte barreto”), the Cuban joint venture company in which the Company owns a 49% interest, owns and operates the Miramar Trade Center. Given the backdrop, it has traded very strongly since the onset of the pandemic and occupancy levels have remained over 98% throughout 2020. Although revenues were down slightly as compared with the prior year, net income in 2020 reached US$14.4 million / £10.6 million for the year, representing a small increase over the prior year and making 2020 the most proftable year since incorporation of the joint venture.