Not for distribution, directly or indirectly, in the United States of America, Canada, Australia and Japan

Mainstay Announces the Partial Exercise of the Over-Allotment Option, Increasing the Gross Proceeds of the Offer to Approximately €18.8M

Mainstay Medical International plc

Mainstay Medical International plc (“Mainstay”) (Paris:MSTY) announces that, in connection with its initial public offering on the regulated market of Euronext Paris and on the Enterprise Securities Market of the Irish Stock Exchange, the Over-allotment Option granted to Kempen & Co and Société Générale, in their role as Joint Global Coordinators and Joint Bookrunners, was partially exercised on 28 May 2014. The partial exercise of the Over-allotment Option resulted in the allotment and issue by Mainstay to Société Générale as Stabilising Manager of 38,264 new Ordinary Shares at the Offer Price of €21.15 per share, giving additional gross proceeds of approximately €0.8m. As a result, the total number of Ordinary Shares allotted and issued by Mainstay in connection with the Offer amounted to 889,439 new Ordinary Shares, increasing the total gross proceeds of the Offer to approximately €18.8m.

Application has been made for listing and admission to trading of the 38,264 new Ordinary Shares on Euronext Paris and on the ESM. It is expected that listing and admission to trading of the 38,264 new Ordinary Shares on Euronext Paris will take place at 9.00 am CET on 30 May 2014 and on the ESM will take place at 8.00 am (Dublin time) on 4 June 2014.

Total Voting Rights

In conformity with Regulation 20 of the Transparency (Directive 2004/109/EC) Regulations 2007 of Ireland, Mainstay confirms that, as at 29 May 2014, the issued share capital of Mainstay consists of 4,294,141 Ordinary Shares (which carry voting rights) and 40,000 deferred shares of €1 each (which do not carry voting rights). Therefore, the figure that 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 a change to their interest in, Mainstay under the Transparency (Directive 2004/109/EC) Regulations 2007 of Ireland and the Transparency Rules of the Central Bank of Ireland is 4,294,141.

In accordance, with the provisions of Article 631-10 of the Règlement général of the French Autorité des marchés financiers, Société Générale, acting as Stabilising Manager, declares that:

• It has conducted stabilization transactions on Mainstay’s Ordinary Shares (IE00BJYS1G50);
• The stabilization period started on 29 April, 2014;
• The stabilization period closed on 28 May, 2014.

Pricing information is set forth below:

Date				Low price				High price
29/04/2014				20.900				21.150
30/04/2014				20.800				21.150
02/05/2014				21.150				21.150
05/05/2014				20.930				21.150
06/05/2014				21.150				21.150
07/05/2014				20.930				21.150
08/05/2014				20.800				21.150
09/05/2014				21.150				21.150
12/05/2014				21.150				21.150
13/05/2014				20.910				21.150
14/05/2014				21.140				21.140
15/05/2014				21.140				21.140
16/05/2014				20.800				21.140

FOR FURTHER DETAILS, CONTACT:

Joint Global Coordinators and Joint Bookrunners
Kempen & Co N.V. Beethovenstraat 300 1077 WZ Amsterdam The Netherlands		Société Générale Tour Société Générale 17, Cours Valmy, 92972 Paris La Défense Cedex France
Prospectus Adviser, ESM Adviser and Co-Lead Manager
Davy Davy House 49 Dawson Street Dublin 2, Ireland
Media & Investor Relations Adviser
FTI Consulting (Dublin) 10 Merrion Square Dublin 2, Ireland +353 1 663 3600 or [email protected]   Eilish Joyce/Jonathan Neilan		FTI Consulting (Paris) 5, Rue Scribe Paris, 75009, France +33 1 47 03 68 63 or[email protected]   Jeanne Bariller

DISCLAIMERS

This document does not constitute and shall not be considered as constituting a public offer, an offer to purchase or as an intention to solicit the interest of the public for a public offering of securities.

The information in this announcement is for background purposes only and does not purport to be accurate, full or complete. It is given at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment and no reliance may be placed for any purpose on it.

The prospectus (the "Prospectus") of Mainstay Medical International Plc (the "Company") was approved on 9 April 2014 by The Central Bank of Ireland, the Irish competent authority, and notified to the French Autorité des Marchés Financiers ("AMF") for passporting in connection with the Company’s application for listing its ordinary shares on Euronext Paris and the Enterprise Securities Market operated by the Irish Stock Exchange, and the public offering of its ordinary shares in France. The Prospectus and the French translation of the summary are available on the Company’s website at www.mainstay-medical.com; the French translation of the summary is also available on the AMF's website at www.amf-france.org. The Company draws the attention of the public in France to Part 2 "Risk Factors" of the Prospectus and their summary in the French translation of the Prospectus summary. These risks may have a material adverse effect on the Company and its subsidiaries, their business, financial condition, results of operations or growth prospects as well as on the market price of Mainstay Medical International’s ordinary shares on Euronext Paris and the ESM.

No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness.

The distribution of this document in certain countries may be subject to specific regulations. Persons who come into possession of this press release must inform themselves of and comply with these restrictions.

In particular:

This document does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in the United States of America (the "United States"), or in any other jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of the United States or any such jurisdiction. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. The Company has not registered, and does not intend to register, any portion of any offering of its securities in the United States, and does not intend to conduct a public offering of any of its securities in the United States.

This announcement includes statements that are, or may be deemed to be, forward looking statements. These forward looking statements can be identified by the use of forward looking terminology, including the terms “anticipates”, “believes”, “estimates”, “expects”, “intends”, “may”, “plans”, “projects”, “should” or “will”, or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward looking statements include all matters that are not historical facts. They appear throughout this announcement and include, but are not limited to, statements regarding the Company’s intentions, beliefs or current expectations concerning, among other things, the Company’s results of operations, financial position, prospects, financing strategies, expectations for product design and development, regulatory approvals, reimbursement arrangements, costs of sales and market penetration.

By their nature, forward looking statements involve risk and uncertainty because they relate to future events and circumstances. Forward looking statements are not guarantees of future performance and the actual results of the Company’s operations, and the development of the markets and the industry in which the Company operates, may differ materially from those described in, or suggested by, the forward looking statements contained in this announcement. In addition, even if the Company’s results of operations, financial position and growth, and the development of the markets and the industry in which the Company operates, are consistent with the forward looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods. A number of factors could cause results and developments of the Company to differ materially from those expressed or implied by the forward looking statements including, without limitation, general economic and business conditions, the global medical device market conditions, industry trends, competition, changes in law or regulation, changes in taxation regimes, the availability and cost of capital, currency fluctuations, changes in its business strategy, political and economic uncertainty and other factors to be disclosed in the Prospectus. The forward-looking statements therein speak only at the date of this announcement.

Media & Investor Relations Adviser
FTI Consulting (Dublin)
Eilish Joyce/Jonathan Neilan, +353 1 663 3600
[email protected]
or
FTI Consulting (Paris)
Jeanne Bariller, +33 1 47 03 68 63
[email protected]