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There were no changes in any of the above mentioned interest in the Trust between the end of the financial year and 21
January 2012.
Directors’ interests in contracts
During the financial year, no director received or was entitled to receive a benefit in the Trust by reason of a contract made
by the Trustee-Manager, on behalf of the Trust or related corporation, with the Director, or with a company of which such
Director was a member or had a substantial financial interest, except as disclosed in Note 30 to the financial statements.
Directors’ independence
For the purposes of the Code of Corporate Governance 2005, Mr. Leckie, Mr. Jen, Dr. Tan and Mr. Horney are
considered:
(a) independent from management and business relationships with the Trustee-Manager;
(b) independent from management and business relationships with the Trustee-Manager and from every substantial
shareholder of the Trustee-Manager; and
(c) independent from every substantial shareholder of the Trustee-Manager.
Mr. Barrett, Mr. David and Mr. Williams are not considered to be independent by virtue of their relationships with the Trustee-
Manager.
Mr. Horney is the chairman of a company, Real Estate Opportunities plc (“REO”), which is listed on the London Stock
Exchange. Treasury Holdings, the parent of the Trustee-Manager, holds a 50.75% interest in REO. For the purposes of the
Code of Corporate Governance 2005, Mr. Horney is not considered independent from every substantial shareholder of the
Trustee-Manager.
Having taken into consideration the independence criteria as set out in the Code of Corporate Governance 2005, and in
accordance with the Business Trust Regulations 12(6), the Board of Directors of the Trustee-Manager is of the opinion that
the manner in which Mr. Horney conducts himself in carrying out his duties as a director of the Trustee-Manager shows him to
be independent in judgement, and his ability to act with regard to the interests of all the Unitholders of the Trust as a whole,
will not be interfered with despite Mr. Horney’s role as the chairman of REO.
Unit options
Under the Jersey Scheme of Arrangement, shareholders in China Real Estate Opportunities Limited (“CREO”) voted to authorise
the Board of the Trustee-Manager to grant options on equivalent terms over units (the “TCT Substitution Options”) pursuant to
the TCT Unit Option Scheme to the directors of CREO and employees of companies within the Treasury Holdings Group who
held options over CREO shares pursuant to grants under the CREO Share Scheme which were subsisting on the Listing Date
of the Trust on 21 June 2010, and which were surrendered by such directors and employees, in consideration thereafter.
SAR1112034_TCT_AR_().indb 49 3/23/2012