Anglesey Mining PLC Annual Financial Report -14-


instructions to the shareholder as to the exercise of voting rights. The 
statement of the rights of shareholders in relation to the appointment of 
proxies in note 2 does not apply to a Nominated Person. The rights described 
in such notes can only be exercised by shareholders of the Company. 
 
Shareholders' right to require circulation of resolutions to be proposed at 
the meeting 
 
7. A shareholder or shareholders meeting the qualification criteria set out in 
note 10 below may require the Company to give shareholders notice of a 
resolution which may properly be proposed and is intended to be proposed at 
the meeting in accordance with section 338 of the Act. A resolution may 
properly be proposed unless (i) it would, if passed, be ineffective (whether 
by reason of inconsistency with any enactment or the Company's constitution or 
otherwise), (ii) it is defamatory of any person, or (iii) it is frivolous or 
vexatious. The business which may be dealt with at the meeting includes a 
resolution circulated pursuant to this right. Any such request must (i) 
identify the resolution of which notice is to be given, by either setting out 
the resolution in full or, if supporting a resolution requested by another 
shareholder, clearly identifying the resolution which is being supported (ii) 
comply with the requirements set out in note 11 below, and (iii) be received 
by the Company no later than six weeks before the meeting. 
 
Shareholders' right to have a matter of business dealt with at the meeting 
 
8. A shareholder or shareholders meeting the qualification criteria set out in 
note 10 below may require the Company to include in the business to be dealt 
with at the meeting any matter (other than a proposed resolution) which may 
properly be included in the business in accordance with section 338A of the 
Act. A matter may properly be included unless (i) it is defamatory of any 
person, or (ii) it is frivolous or vexatious. Any such request must (i) 
identify the matter to be included in the business, by either setting out the 
matter in full or, if supporting a matter requested by another shareholder, 
clearly identifying the matter which is being supported (ii) set out the 
grounds for the request (iii) comply with the requirements set out in note 11 
below and (iv) be received by the Company no later than six weeks before the 
meeting. 
 
Website publication of audit concerns 
 
9. A shareholder or shareholders who meet the qualification criteria set out 
in note 10 below may require the Company to publish on its website a statement 
setting out any matter that such shareholders propose to raise at the meeting 
relating to either the audit of the Company's accounts (including the 
auditors' report and the conduct of the audit) that are to be laid before the 
meeting or any circumstances connected with an auditor of the Company ceasing 
to hold office since the last annual general meeting of the Company in 
accordance with section 527 of the Act. Any such request must (i) identify the 
statement to which it relates, by either setting out the 
 
statement in full or, if supporting a statement requested by another 
shareholder, clearly identify the statement which is being supported (ii) 
comply with the requirements set out in note 11 below and (iii) be received by 
the Company at least one week before the meeting. Where the Company is 
required to publish such a statement on its website (i) it may not require the 
shareholders making the request to pay any expenses incurred by the Company in 
complying with the request (ii) it must forward the statement to the Company's 
auditors no later than the time when it makes the statement available on the 
website and (iii) the statement may be dealt with as part of the business of 
the meeting. 
 
Notes 7, 8 and 9 above: qualification criteria and methods of making requests 
 
10. In order to require the Company (i) to circulate a resolution to be 
proposed at the meeting as set out in note 7, (ii) to include a matter in the 
business to be dealt with at the meeting as set out in note 8, or (iii) to 
publish audit concerns as set out in note 9, the relevant request must be made 
by (i) a shareholder or shareholders having a right to vote at the meeting and 
holding at least five per cent of the total voting rights of the Company or 
(ii) at least 100 shareholders having a right to vote at the meeting and 
holding, on average, at least GBP100 of paid up share capital. For information 
on voting rights, including the total voting rights of the Company, see note 5 
above and the website referred to in note 15 below. 
 
11. Any request by a shareholder or shareholders to require the Company (i) to 
circulate a resolution to be proposed at the meeting as set out in note 7 (ii) 
to include a matter in the business to be dealt with at the meeting as set out 
in note 8 or (iii) to publish audit concerns as set out in note 9 may be made 
either (a) in hard copy, by sending it to Anglesey Mining plc, Tower Bridge, 
St Katharine's Way, London E1W 1DD (marked for the attention of the Company 
Secretary); or (b) in electronic form, by sending an email to 
danesh@angleseymining.co.uk; and must state the full name(s) and address(es) 
of the shareholder(s) and (where the request is made in hard copy form ) must 
be signed by the shareholder(s). 
 
Questions at the meeting 
 
12. Shareholders have the right to ask questions at the meeting relating to 
the business being dealt with at the meeting in accordance with section 319A 
of the Act. The Company must answer any such question unless: (a) to do so 
would interfere unduly with the preparation for the meeting or would involve 
the disclosure of confidential information; (b) the answer has already been 
given on a website in the form of an answer to a question; or (c) it is 
undesirable in the interests of the Company or the good order of the meeting 
that the question be answered. 
 
Documents available for inspection 
 
13. The following documents will be available for inspection during normal 
business hours at the registered office of the Company from the date of this 
notice until the time of the meeting. They will also be available for 
inspection at the place of the meeting from at least 15 minutes before the 
meeting until it ends: (a) copies of the service contracts of the executive 
directors, (b) copies of the letters of appointment of the non-executive 
directors and (c) the Articles of Association of the Company. 
 
Biographical details of directors 
 
14. Biographical details of all those directors who are offering themselves 
for reappointment at the meeting are set out in the annual report and 
accounts. 
 
Website providing information about the meeting 
 
15. The information required by section 311A of the Act to be published in 
advance of the meeting, which includes the matters set out in this notice and 
information relating to the voting rights of shareholders, is available at 
www.angleseymining.co.uk. 
 
Rules of the Unapproved Share Option Scheme 
 
Submitted for approval at the AGM on 30 September 2014: 
 
The Company hereby establishes a share option scheme to be known as the 2014 
Unapproved Share Option Scheme for directors, officers, employees and 
associates of Anglesey Mining plc. 
 
The purposes of the Scheme are: 
 
(i) to reward the abilities and efforts of the directors, officers and 
employees and other providers of management or consulting services for the 
Company who have contributed to or could contribute to the success of the 
Company; 
 
(ii) to provide an incentive to achieve the long term objectives of the 
Company; 
 
(iii) to attract persons of experience and ability to serve as directors, 
officers and employees of, and other providers of management or consulting 
services for, the Company; and 
 
(iv) to encourage such directors, officers, employees and other service 
providers to promote the affairs of the Company. 
 
1 Interpretation 
 
In these Rules: 
 
1.1 unless the context otherwise requires, the words and expressions set out 
below shall have the following meanings: 
 
"Cause" means any of the following: 
 
(a) gross neglect or dereliction of the Eligible Employee's duties (excluding 
any period during which the Eligible Employee is suffering from a Disability) 
or other grave misconduct by the Eligible Employee or, if curable, the failure 
to cure such situation within thirty (30) days after notice thereof authorised 
by the Board of Directors is given to the Eligible Employee; 
 
(b) the Eligible Employee engaging in conduct which he knows or should have 
known would cause, and has in fact caused, demonstrable and serious injury to 
the Company or any of its subsidiaries in whole or in part, monetary or 
otherwise, as evidenced by a written determination authorised by the Board of 
Directors. 
 
"Company" - Anglesey Mining plc (registered in England and Wales under number 
1849957); 
 
"Control" - the meaning given to that expression by section 840 of ICTA 1988; 
 
"Date of Adoption" - the date of the adoption of this Scheme by resolution of 
the Remuneration Committee; 
 
"Date of Grant" - the date upon which an Option is granted; 
 
"Eligible Employee" - means the directors and/or officers and/or employees of 
the Company or its subsidiaries and any other person or company engaged to 
provide ongoing management or consulting services for the Company or for any 
entity controlled by the Company, in each case as designated from time to time 
by the Remuneration Committee as eligible for participation hereunder; 
 
"Exercise Condition" - the meaning set out in Rule 5; 
 
"Group Member" - the Company or any Subsidiary from time to time; 
 
"ICTA 1988" - the Income and Corporation Taxes Act 1988; 
 
"In Concert" - the meaning given to that term in The City Code on Takeovers 
and Mergers as amended from time to time; 
 
"Issue or Reorganisation" - any increase or variation of the share capital of 
the Company including, without limitation, any rights issue, capitalisation, 
consolidation, sub-division or reduction of capital by the Company which, in
Anglesey Mining (LSE:AYM)
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