RM2.L Regulatory News (RM2)

RM2 International S.A.

Director / PDMR Shareholding

RM2 International S.A. ("RM2" or the "Company") announces that, on 24 January 2014, it issued a total of 2,316,405 ordinary shares of $0.01 each in the Company (the "New Ordinary Shares") to certain non-executive directors in RM2 as part of equity incentive arrangements.

Following the issue of the New Ordinary Shares, the revised shareholdings of the relevant directors of the Company are as follows:

Application has been made to the London Stock Exchange for the New Ordinary Shares, which will rank pari passu with the Company's existing Ordinary Shares, to be admitted to trading on AIM, and admission is expected to become effective on 31 January 2014.

Following admission, the Company will have 318,560,156 Ordinary Shares outstanding. The figure of 318,560,156 common shares may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or change their interest in, the Company under the Financial Services Authority's Disclosure and Transparency Rules.

The New Ordinary Shares are subject to the restrictions applicable to Restricted Shares and to the lock-in arrangements detailed in paragraphs 6.2 and 12 (l) (respectively) of Part VII of the Admission Document dated 17 December 2013 . Accordingly, a Director holding Restricted Shares shall not sell, transfer, mortgage, charge, encumber or otherwise dispose of any of his Restricted Shares as long as certain performance conditions are not fully satisfied (the "Performance Conditions"). The Performance Conditions are linked to the volume weighted average quoted price of the Ordinary Shares (the "Average Price") for a consecutive 30 day period (the "Relevant Period"). If the Average Price is 50 per cent. higher than the Placing Price for the Relevant Period, the Performance Condition in respect of one third of the Director's Restricted Shares shall be fulfilled. If the Average Price is 75 per cent. higher than the Placing Price for the Relevant Period, the Performance Condition in respect of a further one third of the Director's Restricted Shares shall be fulfilled. If the Average Price is 100 per cent. higher than the Placing Price for the Relevant Period, the Performance Condition in respect of the final third of the Director's Restricted Shares shall be fulfilled. If any Performance Conditions are not fully satisfied by 19 November 2023, the Director shall transfer any of his remaining Restricted Shares to the Company at a purchase price equal to the nominal value of the Restricted Shares, being US$0.01 each.

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