Page 45 - Forterra

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REPORT OF THE TRUSTEE-MANAGER
OF FORTERRA TRUST
Mr. Barrett, Mr. David and Mr. Williams are not considered to be independent by virtue of their relationships
with the Trustee-Manager.
For the purposes of the Code of Corporate Governance 2012, Mr. Xu is not considered independent from
management and business relationships with the Trustee-Manager due to the receipt of consultancy fees
by Mr. Xu from the Group for the provision of consultancy services during the three years leading up to
his appointment.
Having taken into consideration the independence criteria as set out in the Code of Corporate Governance
2012, and in accordance with Regulation 12(6) of the Business Trusts Regulations, the Board of Directors
of the Trustee-Manager have determined that Mr. Xu is independent as the exercise of his independent
business judgment with a view to the best interests of the Trust will not be interfered with, or reasonably
perceived to be interfered with, for the following reasons:
(i) Mr. Xu ceased to provide consultancy services to the Group prior to his appointment to the Board
on 18 May 2012 and will not provide consultancy services to the Group so long as he remains a
member of the Board; and
(ii) Mr. Xu demonstrates himself to be independent in his conduct.
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 “Forterra Substitution Options”, formerly known as TCT Substitution Options) pursuant to the
Forterra Unit Option Scheme (formerly known as 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.
Details on the Forterra Substitution Options granted to the Directors of the Trustee-Manager, participants
who are Controlling Unitholders and participants who have received five per cent or more of the total
number of Forterra Options (formerly known as TCT Options) available under the Forterra Unit Option
Scheme are as follows: