Sylvania Platinum : Share Dealing Code

(Incorporated in Bermuda Registration No. 44512)

SHARE DEALING CODE

CODE FOR DEALINGS BY PDMRS AND PCAS

(Adopted by Board Resolution passed 14 February 2022)

1 DEFINITIONS

In this Share Dealing Code, the following definitions apply (unless the context otherwise requires):

"AIM"

"AIM Rules for Companies"

AIM, the market of that name operated by the London Stock Exchange;

the 'AIM Rules for Companies' published by the London Stock Exchange setting out rules and guidance for companies whose shares are admitted to trading on AIM, as amended from time to time;

"Assistant	Company the person appointed as assistant company secretary of the
Secretary"	Company from time to time;
"Board"	the board of Directors for the time being of the Company (or
	a duly authorised committee thereof);
"Closed Period"	the period of thirty (30) calendar days immediately preceding
	the announcement of:
	(a)	an interim financial report;
	(b)	a quarterly report; or
	(c)	a year-end report (or, if earlier, the preliminary
		results, where the preliminary results announcement
		contains all Inside Information expected to be
		included in the Company's year-end report),

which the Company is obliged to make public according to the AIM Rules for Companies and/or national law;

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"Company"	Sylvania Platinum Limited, an issuer of securities admitted to
	trading on AIM;
"Company Secretary"	the person appointed as company secretary of the Company
	from time to time;
"Company Securities"	any publicly traded or quoted shares or any securities that
	are convertible into such shares or debt instruments of the
	Company (or of any of the Company's subsidiaries or
	subsidiary undertakings) or derivatives or other financial
	instruments linked to any of them, including phantom
	options;
"Dealings"	transactions conducted by PDMRs or their PCAs on their
	own account or for the account of a third party, directly or
	indirectly, relating to shares or debt instruments of the
	Company or to derivatives or other Financial Instruments
	linked to them (Schedule 1 contains non-exhaustive
	guidance on transactions to be regarded as "Dealings" and
	a list of transactions that are not "Dealings");
"Designated Director"	the Chairman of the Board (or in his or her absence or where
	he or she is not independent in relation to any proposed
	Dealing, the CEO);
"Director"	a person who acts as a director, whether or not officially
	appointed to such position;
"DMP"	disclosing market participant;
"Financial Instrument"	a financial instrument as defined in point (15) of Article 4(1)
	of the UK version of Directive 2014/65/EU on markets in
	financial instruments, which is part of UK law by virtue of the
	European Union (Withdrawal) Act 2018, as amended (and
	which includes transferable securities, money market
	instruments, units in collective investment undertakings and
	options, futures, swaps forward rate agreements and any
	other derivative contracts relating to securities);
"Inside Information"	information which:
	(a)	has not been made public;
	(b)	is of a precise nature;
	(c)	relates, directly or indirectly, to the Company or
		another issuer of Financial Instruments; and
	(d)	if it were made public, would be likely to have a
		significant effect on the price of the Company's
		shares or the price of related derivative financial
		instruments.

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Schedule 2 contains non-exhaustive guidance on the type of information which is usually regarded as Inside Information;

"Investment Programme"	a share acquisition scheme relating only to the Company's
	shares under which:
	(e)	shares are purchased by a Restricted Person
		pursuant to a regular standing order or direct debit or
		by regular deduction from the person's salary or
		Director's fees; or
	(f)	shares are acquired by a Restricted Person by way
		of a standing election to re-invest dividends or other
		distributions received; or
	(g)	shares are acquired as part payment of a Restricted
		Person's remuneration or Director's fees;
"London Stock Exchange"	the London Stock Exchange plc;
"PCA"	a person closely associated with a PDMR, namely:
	(a)	a spouse or civil partner;
	(b)	a child (or step-child) under the age of 18 years and
		who is unmarried and does not have a civil partner;
	(c)	a relative who has shared the same household for at
		least one year on the date of the transaction
		concerned; or
	(d)	a legal person, trust or partnership, the managerial
		responsibilities of which are discharged by a PDMR
		or by a person referred to in point (a), (b) or (c), or
		which is directly or indirectly controlled by such a
		person, which is set up for the benefit of such a
		person, or the economic interests of which are
		substantially equivalent to those of such a person;
"PDMR"	a person within the Company who is:
	(a)	a member of the administrative, management or
		supervisory body (being the Directors of the
		Company); or
	(b)	a senior executive who has regular access to Inside
		Information relating directly or indirectly to the
		Company and power to take managerial decisions
		affecting the future developments and business
		prospects of the Company (and who is not a
		Director);
"Restricted Person"	(a)	a PDMR; or
	(b)	any other person who has been told by or on behalf of
		the Company or a PDMR that the clearance

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		procedures of this Share Dealing Code apply to him or
		her;
"Trading Plan"	a written plan entered into by a Restricted Person and an
	independent third party that sets out a strategy for the
	acquisition and/or disposal of Company Securities by the
	Restricted Person, and:
	(a)	specifies the amount of Company Securities to be
		dealt in and the price at which and the date on which
		the Company Securities are to be dealt in; or
	(b)	gives discretion to that independent third party to
		make trading decisions about the amount of Company
		Securities to be dealt in and the price at which and the
		date on which the Company Securities are to be dealt
		in; or
	(c)	includes a method for determining the amount of
		Company Securities to be dealt in and the price at
		which and the date on which the Company Securities
		are to be dealt in; and
"UK MAR"	the UK version of Regulation (EU) No 596/2014 of the
	European Parliament and of the Council on 16 April 2014 on

market abuse, which is part of UK law by virtue of the European Union (Withdrawal) Act 2018.

2 INSIDE INFORMATION AND INSIDER LISTS Insider lists

1. Under Article 18 UK MAR, issuers (or any person acting on their behalf or on their account) must draw up, and maintain, a list of those persons working for them, either under a contract of employment or otherwise, that have access to Inside Information and such insider list is required to contain certain detailed information on each such individual, with the insider list being in a prescribed format.
2. However, Article 18(6) UK MAR provides an exemption (although not from keeping insider lists altogether) for issuers whose financial instruments are admitted to trading on an 'SME growth market' provided that certain conditions are met. As AIM has been approved as an 'SME growth market' an AIM company is, therefore, exempt from the requirement to draw up an insider list, provided that it:
3. 1. takes all reasonable steps to ensure that any person with access to Inside Information acknowledges the legal and regulatory duties entailed and is aware of the sanctions applicable to insider dealing and unlawful disclosure of Inside Information; and
   2. is able to provide the FCA, upon request, with an insider list. The insider list, for these purposes, has a reduced content requirement; a copy of the prescribed form template is set out in Schedule 6. Personal

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address and personal telephone numbers should only be included in the insider list if the information is available to the Company at the time of the request of the insider list by the FCA.

Disclosure of Inside Information

2.3 Under Article 17 UK MAR, an issuer is obliged to inform the public as soon as possible of Inside Information which directly concerns the issuer. However, Article 17(4) UK MAR and the Guidance Notes to AIM Rule 11 both permit delay in disclosure. UK MAR permits delay on the issuer's obligation to disclose Inside Information where:

1. immediate disclosure is likely to prejudice the legitimate interests of the issuer;
2. delay of disclosure is not likely to mislead the public; and
3. the issuer is able to ensure the confidentiality of that information.

Market soundings

2.4 Inside Information may be disclosed in the course of a market sounding as this is deemed to be a disclosure made within the normal course of business. However, prior approval should be sought from the Board before making or agreeing to make a market sounding. In any event, any such disclosure must comply with the following conditions:

1. the DMP must assess whether the market sounding will involve the disclosure of Inside Information and whether disclosure is necessary;
2. the DMP must then maintain a written record of its conclusion and the reasons for reaching it as well as keep a written record of to whom information was disclosed and when it was disclosed; a record must be kept for each individual piece of Inside Information being disclosed;
3. the recipient of the Inside Information must provide their consent to receive the Inside Information, and must assess for themselves whether they are in possession of Inside Information as a result of the market sounding. The recipient must also be informed that the Inside Information is confidential and that they are prohibited from using that information for directly or indirectly acquiring or disposing of Financial Instruments relating to that information or for cancelling or amending an order which has already been placed concerning a Financial Instrument to which the information relates; and
4. where information that has been disclosed in the course of a market sounding ceases to be Inside Information according to the assessment of the DMP, the DMP must inform the recipient of this as soon as possible.

3 INVESTMENT RECOMMENDATIONS

Persons who produce investment recommendations (which could include PDMRs) must take care when providing recommendations. Information should be presented objectively and the person producing the investment recommendation must disclose their interests in and indicate conflicts of interest concerning the Financial Instrument. Providing purely factual information on a Financial Instrument does not constitute an

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