Director/PDMR Performance Share Plan Awards

15 March 2019

RM plc

Director/PDMR Performance Share Plan Awards

In accordance with DTR 3.1.4 R(1)(a), RM plc announces that, on 14 March 2019, options were granted for nil consideration over the following numbers of ordinary shares of 2 2/7pence each in the Company under the RM Performance Share Plan 2010:

The options are exercisable in the period 15 March 2022 to 26 October 2027 at an exercise price of £0.00 per share. It is anticipated that option exercises will be satisfied by the transfer of shares from the Company's employee benefit trust.

Vesting of the award and the receipt of shares will be based on the following criteria:

(1) Fifty percent (50%) of the award will be based on the Company's growth in adjusted basic earnings per share (EPS) between the year ended 30 November 2018 and the year ended 30 November 2021. Vesting will occur on a sliding scale between a compound annual growth rate (CAGR) in EPS of 5% per annum (25%) and a CAGR in EPS of 15% per annum (100%), namely 30.1 pence and 39.5 pence respectively.

(2) Fifty percent (50%) of the award will be based on the Company's relative TSR performance for the period from January / February 2019 to January / February 2022. The Company's TSR performance shall be measured against the TSR performance of the companies (Comparator Group) within the FTSE Small Cap (ex IT) Index over the above period and must be at least at the median of a ranking of the TSR of each of the members of the Comparator Group. Vesting will occur on a sliding scale between median (25%) and upper quartile (100%).

No award can vest before 15 March 2022.

Contact:

Notes:

1. The RM Performance Share Plan 2010 was approved by shareholders at the Company's AGM held on 18 January 2010.

2. To ensure consistency, the calculations of adjusted earnings per share exclude any adjustments made in relation to share-based payments.