RM2.L Regulatory News (RM2)

30 June 2017

RM2 International S.A.

Subscription for US$20 million Convertible Preferred Shares

RM2, the sustainable composite pallet innovator, is pleased to announce that it has received commitments to subscribe for $20 million of newly issued Class B convertible preferred shares ("Convertible Preferred Shares"), of which $2.5m will be issued to its Chairman, R. Ian Molson, $1 million to Verlinvest S.A. and $6 million to Woodford Investment Management LLP ("WIM") and the balance to new and existing investors.

Of the total 92,487,729 Convertible Preferred Shares to be issued, 4,591,743 Class B Convertible Preferred Shares were issued at £0.35 per share on June 22, 2017 (the "June 22 Tranche") and an initial tranche of 41,580,215 Convertible Preferred Shares are being issued now at a price of £0.16125 pursuant to the previously announced authorisation granted to the Company by shareholders at the Company's general meeting held on February 20, 2017 (the "June 30 Tranche"). Shareholder authorisation will be sought at a general meeting to be scheduled on July 17, 2017 with respect to the issue of the remaining Convertible Preferred Shares, which are to be priced at £0.16125 (the "EGM"). The June 22 Tranche and the June 30 Tranche together represent $11.1m of the total $20m subscription (the "June Subscriptions").

Following the June Subscriptions, RM2's issued share capital is composed of 401,062,656 Ordinary Shares of USD 0.01 each and an aggregate of 88,500,000 Convertible Preferred Shares of USD 0.01 each in the capital of the Company, of which 397,334 Ordinary Shares are held as non-voting treasury stock. The total number of voting rights in the Company following the issue of the June Subscriptions is therefore 489,562,656. Assuming approval is granted at the EGM for the issue of the balance of the Convertible Preferred Shares, the total voting rights in the Company following the issue of the balance of the Convertible Preferred Shares will be 535,481,093.

WIM's full subscription for 29,298,663 Convertible Preferred Shares at a price of £0.16125 is, subject to shareholder approval, to be completed as part of the latter tranche following the AGM and therefore WIM's holding in the Company pursuant to the June Subscriptions remains unchanged. Therefore following the June Subscriptions, WIM will hold a total of 112,754,011 ordinary shares in the Company representing 34.4 per cent. of the Company's issued share capital and 71,626,705 Convertible Preferred Shares in the capital of the Company. Subject to approval at the EGM, WIM's full subscription is expected to be made following the EGM authorization. Of the June 30 Tranche Tranche, R. Ian Molson is expected to subscribe for 8,662,545 Convertible Preferred Shares today at £0.1625 and a balance of 3,545,231 Convertible Preferred Shares assuming shareholder authorisation is granted at the EGM.

The issue of shares to WIM is deemed to be related party transaction pursuant to Rule 13 of the AIM Rules for Companies. Accordingly, the independent directors for the purposes of the issuance of the convertible preferred shares, being all the directors, having consulted with the Company's Nominated Adviser, Strand Hanson Limited, consider that the terms of the issuance of the convertible preferred shares are fair and reasonable insofar as the Company's shareholders are concerned.

The Company can confirm that its Annual Report for the year ended 31 December 2016 has been posted to shareholders.

For further information, please contact:

Notes to Editors

RM2 International S.A. specialises in pallet development, manufacture, supply and management to establish a leading presence in global pallet supply and improve the supply chain of manufacturing and distribution businesses through the effective and efficient use and management of composite pallets. It is quoted on the AIM market of the London Stock Exchange under the symbol RM2.L.

For further information, please visit www.rm2.com