Anglesey Mining PLC Annual Financial Report -15-


the opinion of the Remuneration Committee, justifies a variation to an Option 
in accordance with Rule 7; 
 
"Model Code" - the Model Code on directors' dealings in securities, published 
by the London Stock Exchange; 
 
"Option" - a right to acquire Shares pursuant to this Scheme; 
 
"Option Holder" - a person holding an Option or, where the context so admits, 
his/her personal representatives; 
 
"Option Price" - the acquisition price for a share determined by the 
Remuneration Committee in accordance with Rule 2.5; 
 
"Recognised Investment Exchange" - the meaning given to that expression in 
section 207 Financial Services Act 1986; 
 
"Remuneration Committee" - the remuneration committee means the committee of 
individuals appointed by the board of directors responsible for, among other 
things, the granting of options hereunder and the administration of the Scheme 
and, failing the appointment of such a committee, shall mean the board of 
directors itself; 
 
"Scheme" - Anglesey Mining plc 2014 Unapproved Share Option Scheme established 
by these Rules in its present form or as from time to time amended in 
accordance with the provisions hereof, 
 
"Shares" - ordinary shares of 1p each in the capital of the Company; 
 
"Subsidiary" - a body corporate which is a subsidiary of the Company within 
the meaning of section 1159 of the Companies Act 2006 and of which the Company 
has Control; 
 
1.2 words denoting the singular shall include the plural and words denoting 
one gender shall include the others; 
 
1.3 the headings herein and the index hereto are for ease of reference only 
and shall not affect construction; 
 
1.4 any reference to any statute or any provision thereof or any guideline or 
regulation include that statute, provision, guideline or regulation as 
amended, modified, re-enacted or replaced from time to time whether before or 
after the Date of Adoption of this Scheme; and 
 
1.5 any reference to a Rule is a reference to a Rule of this Scheme. 
 
2 Grant of Options 
 
2.1 Subject as herein provided, the Remuneration Committee may grant Options 
to such Eligible Employees as it may select in its absolute discretion. 
 
2.2 An Option may only be granted within the period of 10 years beginning with 
the Date of Adoption. 
 
2.3 No Option may be granted at a time when such grant would not be in 
accordance with the Model Code. 
 
2.4 There shall be no monetary consideration for the grant of an Option and, 
accordingly, an Option shall be granted by deed. 
 
2.5 The Remuneration Committee shall, in its absolute discretion, determine 
the Option Price before the grant of the relevant Option provided that such 
amount shall not be less than the average closing price of Ordinary Shares 
traded on the London Stock Exchange or any recognised replacement investment 
exchange on the three trading days immediately preceding the Date of Grant or 
the nominal value of the share which is the subject of the option. 
 
2.6 Each Option shall be personal to the Option Holder to whom it is granted 
and shall not be transferable, assignable, chargeable or otherwise available 
for disposition except upon death of the Option Holder. An Option shall lapse 
forthwith if it is, or is purported to be, transferred, assigned, charged, 
disposed of or otherwise dealt with or if the Option Holder is adjudged 
bankrupt. 
 
3 Restrictions on the Grant of Options 
 
3.1 No Option shall be granted which would, at the time it is granted, cause 
the aggregate number of Shares which shall have been or may be issued in 
pursuance of options granted under the Scheme or any other scheme in the last 
10 years to exceed such number as represents 10% of the issued ordinary share 
capital of the Company at that time. 
 
3.2 In the event that an Option is granted in breach of Rule 3.1 above, such 
option shall be deemed, for the purposes of this Scheme, to be an Option to 
acquire such number of Shares which would not cause Rule 3.1 to be breached 
and save to that extent shall be of no force or effect. 
 
4 Exercise of Options 
 
4. 1 The exercise of an Option in accordance with Rule 4 shall be effected in 
such form and manner as the Remuneration Committee may from time to time 
prescribe. 
 
4.2 Any Option which has not lapsed may be exercised in whole or in part at 
any time following the earliest of the following events: 
 
4.2.1 the first anniversary of the date of grant or date of commencement of 
employment, whichever comes first 
 
4.2.2 the death of the Option Holder 
 
4.2.3 the Option Holder ceasing to be a director or employee of the Company or 
any of its subsidiaries by reason of injury, disability, redundancy or 
retirement 
 
4.3 An Option shall lapse on the earliest of the following events: 
 
4.3.1 the tenth anniversary of the date of grant; 
 
4.3.2 the first anniversary of the Option Holders death; 
 
4.3.3 immediately for reasons of cause or bankruptcy whether or not it was 
exercisable prior to such cessation of service 
 
4.4 A female Option Holder who ceases to be a full-time director or a 
full-time employee by reason of pregnancy or confinement and who exercises her 
right to return to work under the Employment Rights Act 1996 before exercising 
an Option shall be treated for those purposes as not having ceased to be such 
a full-time director or a full-time employee. 
 
4.5 Notwithstanding any other provision of this Scheme, an Option may not be 
exercised after the expiration of the period of 10 years (or such shorter 
period as the Remuneration Committee may have determined before the grant of 
Options) beginning with the Date of Grant. 
 
4.6 Within five (5) days after an Option has been exercised by any person 
entitled thereto, subject to receipt by the Company of the Option Price in 
respect of the relevant Shares, the Company shall allot to the relevant Option 
Holder or, as appropriate, procure the transfer to him/her of the number of 
Shares in respect of which the Option has been properly exercised. 
 
4.7 All Shares allotted under this Scheme shall rank pari passu in all 
respects with the shares of the same class for the time being in issue save as 
regards any rights attaching to such shares by reference to a record date 
prior to the date of the allotment. 
 
4.8 No Option may be exercised at a time when such exercise would not be in 
accordance with the Model Code. 
 
5 Exercise Condition 
 
The Remuneration Committee may impose one or more objective conditions (each, 
an "Exercise Condition") on any Option which they grant preventing its 
exercise (other than in accordance with Rule 7) unless such conditions have 
been complied with. If, subsequently, events occur which cause the 
Remuneration Committee to consider that an Exercise Condition no longer 
achieves its original purpose they may vary the Exercise Condition provided 
that they act fairly and reasonably in making such variation. 
 
6 Adjustment of Options 
 
6.1 Upon the occurrence of an Issue or Reorganisation the Remuneration 
Committee may make any adjustments to any one or more of the following as it 
considers appropriate so as to put the Option Holder in substantially the same 
position as if the Issue or Reorganisation had not taken place: 
 
6.1.1 the number of Shares in respect of which any Option may be exercised; 
 
6.1.2 the price at which Shares may be acquired by the exercise of any such 
Option; 
 
6.1.3 where an Option has been exercised but no Shares have been allotted or 
transferred pursuant to such exercise, the number of Shares which may be so 
allotted or transferred and the price at which they may be acquired, provided 
that no adjustment shall be made where it would result in a Share being issued 
at less than its nominal value. 
 
6.2 An adjustment pursuant to Rule 6.1 above shall only be made upon the 
occurrence of an Issue or Reorganisation. 
 
6.3 Notice of any adjustments referred to in Rule 6.1 above shall be given to 
the Option Holders by the Remuneration Committee. 
 
7 Takeover of Company 
 
7.1 Subject to Rule 7.3, if at any time any person obtains Control of the 
Company as a result of making: 
 
7.1.1 a general offer to acquire the whole of the issued ordinary share 
capital of the Company which was made on a condition such that if it was 
satisfied that the person making the offer would have Control of the Company; 
or 
 
7.1.2 a general offer to acquire all the Shares, 
 
all outstanding Options may be exercised at any time prior to, but conditional 
upon, the change of control occurring or during the period of six months after 
the time when the offeror has obtained Control of the Company and any 
conditions subject to which the offer is made have been satisfied. If not so 
exercised, the Option shall lapse upon the expiry of such six month period. 
 
7.2 For the purpose of Rule 7.1: 
 
7.2.1 a person shall be deemed to have acquired Control of the Company if he 
and others acting In Concert with him have together obtained Control of it; 
 
7.2.2 a person shall be deemed to have obtained Control of the Company as a 
result of making such a general offer as is referred to in Rule 7.1 if he 
obtains Control of the Company as a result of entering into an agreement to 
acquire ordinary shares in the capital of the Company with one or more 
shareholders of the Company and in such case he shall be deemed to have 
obtained Control of the Company on entering into such agreement and any 
conditions subject to which the offer was made being satisfied. 
 
7.3 If during the six month period referred to in Rule 7.1 the offeror becomes 
entitled to exercise rights of compulsory acquisition of Shares under sections 
979 to 982 and 983 to 985 of the Companies Act 2006 and gives notice of its 
intention to exercise such rights in respect of all Shares issued on the 
exercise of Options prior to a specified date (not being earlier than one 
month after the date of such notice), all outstanding Options may be exercised 
at any time until such date. If not so exercised, the Options shall lapse 
immediately. 
 
7.4 If a compromise or arrangement under section 899 Companies Act 2006 is
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