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Avocet Mining PLC Prospectus December 2011

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c105718pu070 Proof 5: 7.12.11_13:45 B/L Revision:<br />

8. Pension Arrangements<br />

At the date of this <strong>Prospectus</strong>, <strong>Avocet</strong> <strong>Mining</strong> does not operate a pension, retirement or similar<br />

benefit arrangement. Accordingly, no payments in respect of pensions, retirement and similar benefits<br />

for the Company’s Directors and Senior Managers have been made during <strong>2011</strong>.<br />

At 31 <strong>December</strong> 2010 a full provision of US$430,000 was made for outstanding post retirement<br />

benefits relating to a benefit pension scheme operated by the <strong>Avocet</strong> <strong>Mining</strong> Group. This was in<br />

relation to a former US Subsidiary which is no longer part of the <strong>Avocet</strong> <strong>Mining</strong> Group. Further<br />

details of the defined benefit pension scheme previously operated by the Company are set out in Note<br />

3 to the Consolidated Historical Financial Information in Part VII ‘‘Consolidated Historical Financial<br />

Information – Other liabilities’’.<br />

9. Share awards and plans<br />

Directors and Senior Managers have been made discretionary awards under a number of plans<br />

including cash bonuses, a Share Bonus Plan, share options and a SIP.<br />

During 2010, the Remuneration Committee undertook a review of the Company’s remuneration<br />

arrangements including all aspects of remuneration for Executive Directors and senior executives, and<br />

share based remuneration throughout the Company. Accordingly, the Company replaced its existing<br />

arrangements and adopted two long term incentive schemes, namely the Performance Share Plan and<br />

the Share Option Plan.<br />

(a) Share Bonus Plan<br />

Between 2006 and 2010, the Company operated a Share Bonus Plan for Executive Directors and<br />

other selected senior executives. The plan provided for awards linked to the Company’s share price<br />

performance relative to the FTSE Gold Mines Index. Awards made under this plan to Executive<br />

Directors and Senior Managers during 2010 are set out in the table below.<br />

Table 22: Share Bonus Plan awards during 2010<br />

12 months ended<br />

31 <strong>December</strong> 2010<br />

9 months ended<br />

31 March 2010<br />

Shares Cash Shares Cash<br />

J. G. Henry* — — 494,505 —<br />

Mike Norris 115,604 £250,000 271,978 —<br />

Brett Richards 138,726 £300,000 206,825 —<br />

Other management 175,784 £390,677 429,225 —<br />

Total 430,114 £940,677 1,402,533 —<br />

*J. G. Henry no longer holds employment with the Company<br />

The change in accounting year end from 31 March to 31 <strong>December</strong> took place as of 31 <strong>December</strong><br />

2009; however the period over which all annual remuneration awards were assessed continued until<br />

31 March 2010. The assessment period was then amended to a nine month period ended 31 <strong>December</strong><br />

2010, to align with the accounting and calendar year ends. As a result, the accounting year ended<br />

31 <strong>December</strong> 2010 included two bonus period ends.<br />

The performance of <strong>Avocet</strong> <strong>Mining</strong>’s share price was in the top quartile of the FTSE Gold <strong>Mining</strong><br />

index over the 12 months ended 31 March 2010, while over the nine months ended 31 <strong>December</strong><br />

2010, the share price performance exceeded all other constituents. As a result of this strong<br />

performance in both periods of assessment, bonuses were payable to the Executive Directors for both<br />

those periods.<br />

The Share Bonus Plan was replaced by the two long term incentive schemes, namely the Performance<br />

Share Plan and the Share Option Plan adopted by the Company in <strong>2011</strong>.<br />

(b) Share Option Scheme<br />

The Company operated a Share Option Scheme, which was first approved by the Board in 1999,<br />

under which awards were made to selected employees including the Executive Directors. Awards made<br />

under this plan to Executive Directors and Senior Managers are set out in paragraph 6 of this Part<br />

XI ‘‘Additional Information’’.<br />

203

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