Anglesey Mining PLC Annual Financial Report -16-
30 Juillet 2014 - 4:28PM
UK Regulatory
proposed for the purpose of, or in connection with, a scheme for the
reconstruction of the Company or its amalgamation with any other company or
companies, all outstanding Options may be exercised, conditionally on the
compromise or arrangement becoming effective, immediately prior to the Court
sanctioning the compromise or arrangement and up to the date the compromise or
arrangement becomes effective. If not so exercised, the Option shall lapse
immediately.
7.5 If notice is given of a resolution for the voluntary winding up of the
Company, all outstanding Options may be exercised, conditionally on the
passing of the resolution, at any time during the period commencing on the
date the notice is given and ending on the commencement of the winding up. If
not so exercised, the Options shall lapse immediately.
7.6 The Company shall, as soon as reasonably practicable, notify each Option
Holder of the occurrence of any of the events referred to in Rule 7 and
explain how this affects his position under the Scheme.
8 Alterations
8.1 Subject to Rule 8.2, the Remuneration Committee may at any time alter or
add to all or any of the provisions of this Scheme, or the terms of an Option
granted under it, in any respect.
8.2 No alteration or addition shall be made under Rule 8.1 which may
materially adversely affect an Option Holder as regards an Option granted
prior to the alteration or addition being made without the consent of Option
Holders who, if they exercised their Options in full would thereby become
entitled, in aggregate, to not less than three quarters of all the Shares
which would fall to be allotted upon exercise in full of all outstanding
Options.
8.3 As soon as reasonably practicable after making any alteration or addition
under Rule 8.1, the Company shall give notice in writing thereof to any Option
Holder affected thereby.
9 Listing
9.1 While the Shares are listed or traded on OFEX, the Alternative Investment
Market, the Official list of the London Stock Exchange, NASDAQ, EASDAQ or any
other Recognised Investment Exchange, the Company shall, at its expense, make
application for and use its reasonable endeavours to obtain listing for, or
admission to trading on, such relevant exchange for Shares allotted pursuant
to the exercise of any Option.
10 Powers of Remuneration Committee and administration of Scheme
10.1 The Remuneration Committee shall be responsible for, and shall have the
conduct of, the administration of the Scheme, including but not limited to
determining the Eligible Employees to whom, and subject to the rules of the
scheme the terms on which, Options are granted.
10.2 Subject to Rules 10.3 and 10.4, the decision of the Remuneration
Committee shall be final and binding in all matters relating to the Scheme,
including but not limited to the resolution of any ambiguity in the Rules of
the Scheme, and it may at any time discontinue selecting Eligible Employees
for the grant of further Options or amend any of the Rules of the Scheme in
any way it thinks fit.
10.3 Subject to Rules 10.4 and 10.5, no amendment may be made for the benefit
of Option Holders to the Rules of the Scheme without the prior approval of the
Company in general meeting except for:
10.3.1 minor amendments to benefit the administration of the scheme, to take
account of a change in legislation or to obtain or maintain favourable tax,
exchange control or regulatory treatment for participants in the scheme or for
the Company or for members of its group.
10.3.2 an amendment which is necessary or desirable in order to comply with or
take account of the requirements of the London Stock Exchange, the guidelines
published by the Association of British Insurers, the National Association of
Pension Funds or any other organisation representing institutional investors
or any other legal or regulatory requirement or any proposed change thereto.
10.4 The Remuneration Committee may, in its absolute discretion, send to
Option Holders copies of any notice or other document sent to the Company's
shareholders.
11 Indemnity
11.1 The Option Holder will indemnify the Company from and against all
liability, actions, claims and reasonable costs in respect of any PAYE and
related costs, fines or penalties, or employees' and employers' National
Insurance contributions in respect of the exercise of an Option by the Option
Holder in the event that the Company is held liable for such payment which
sums shall become payable to the Company, within one month of the exercise of
an Option in accordance with Rule 4.
12 Miscellaneous
12.1 The rights and obligations of any individual under the terms of his
office or employment with any Group Member shall not be affected by his
participation in this Scheme or any right which he may have to participate
therein, and an individual who participates therein shall waive any and all
claims to compensation or damages in consequence of the termination of his
office or employment for any reason whatsoever insofar as those claims arise
or may arise from his ceasing to have rights under or be entitled to exercise
any Option as a result of such termination.
12.2 Any notice or other communication under or in connection with this Scheme
may be given by personal delivery or by sending the same by post, in the case
of the Company to its registered office, and in the case of an individual to
his last known address, or, where he is a director or employee of a Group
Member, either to his last known address or to the address of the place of
business at which he performs the whole or substantially the whole of the
duties of his office or employment, and where a notice or other communication
is given by first-class post, it shall be deemed to have been received 48
hours after it was put into the post properly addressed and stamped.
12.3 The Company shall at all times keep available for issue such authorised
and unissued Shares as may be required to meet in full the subsisting
subscription rights of Option Holders.
12.4 In the event that Shares are transferred to an Option Holder in pursuance
of any Option granted under this Scheme, the Option Holder shall, if so
required by the person making the transfer, join that person in making a claim
for relief under section 165 of the Taxation of Chargeable Gains Act 1992 in
respect of the disposal made by him in effecting such transfer.
12.5 The formation, existence, construction, performance, validity and all
aspects whatsoever of this Scheme, any term of this Scheme and any Option
granted under it shall be governed by English law. The English Courts shall
have jurisdiction to settle any disputes which may arise out of or in
connection with this Scheme.
13 Termination
The Company in general meeting or the Remuneration Committee may at any time
resolve to terminate this Scheme in which event no further Options shall be
granted but the provisions of this Scheme shall in relation to the Options
then subsisting continue in full force and effect.
Anglesey Mining plc
Parys Mountain, Amlwch, Anglesey, LL68 9RE
Phone 01407 831275
mail@angleseymining.co.uk
London office Painters' Hall
9 Little Trinity Lane, London, EC4V 2AD
Phone 020 7653 9881
Labrador Iron - Toronto 220 Bay Street, Suite 700
Toronto, Ontario, M5J 2W4, Canada
Phone +1 647 728 4107
Registrars Capita Asset Services
Northern House, Woodsome Park
Fenay Bridge, Huddersfield, HD8 0LA
Phone 0871 664 0300
Calls cost 10p per minute plus network extras
From overseas +44 208 639 3399
Fax 01484 600911
Registered office Tower Bridge House,
St. Katharine's Way, London, E1W 1DD
Web site www.angleseymining.co.uk
Company registered number 1849957
Shares listed The London Stock Exchange - LSE:AYM
Glossary
AGM - the annual general meeting to be held on 30 September 2014.
C$ - Canadian dollars. At 31 March 2014 GBP1 sterling was equivalent to C$1.84
(2013 - C$1.55).
DRO - direct railing ore - iron ore which can be mined and sold without any
further processing.
DSO - direct shipping ore - iron ore which can be mined and sold after a
simple washing and screening operation.
Hematite or haematite - iron oxide Fe2O3, one of the most abundant forms of
iron ore. Chemically pure hematite is about 71% iron.
JORC - Australasian Joint Ore Reserves Committee - a set of minimum standards
for public reporting and displaying information related to mineral properties.
LIM - Labrador Iron Mines Holdings Limited and its group of companies.
mtpa - million tonnes per annum
NI 43-101 - a standard equivalent to JORC used in Canada.
tonne - metric tonne of 2,204.6 pounds avoirdupois, used for measuring current
mineral production and resources.
END
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