600 : Notice of Meeting AGM Sept. 2022

Part I

Letter from the Executive Chairman of The 600 Group Public Limited Company

Registered no.196730

Registered Office:

42 Berkeley Square

London

W1J 5AW

Dear Shareholder

Annual General Meeting

A formal notice of the ninety-eighth Annual General Meeting of the Company to be held at 42 Berkeley Square, London W1J 5AW on Wednesday 28 September 2022 at 3.30 pm follows this letter.

The Board views the AGM as a very important event and welcomes the opportunity to engage with Shareholders. The Board will also offer an opportunity for Shareholders to engage in advance of the AGM by submitting questions by email. The simplest way to find out general information about the Group is via the Group website at www.600group.com. If you have questions on the specific business matters set out in the notice of Annual General Meeting, please email these to company.secretary@600groupinc.comby 3.30pm on 26 September 2022. Following the meeting, Shareholders will be able to access details of the business conducted at the AGM, including results of the votes and details of the proxy votes received. Responses to questions raised by email will also be made available.

Each Shareholder registered on the register of members of the Company at close of business on 26 September 2022 is entitled to vote on the resolutions contained in the notice of the Annual General Meeting. If you would like to vote on the resolutions but cannot come to the Annual General Meeting, please complete a Form of Proxy and return it to our registrars as soon as possible and in any event so as to be received by it by 3.30 pm on 26 September 2022. Further information in relation to the Form of Proxy (including how to return a completed proxy instruction) is set out in the notice of Annual General Meeting and on the reverse of the Form of Proxy itself. Alternatively you may vote electronically at www.signalshares.com. You will require your username and password to use the portal to log in and vote. If you have not previously registered to use the portal you will require your investor code (IVC) which can be found on your proxy card. Members who hold their shares in uncertificated form may also use the 'CREST voting service' to appoint a proxy electronically

The notice of AGM sets out the resolutions to be proposed at the Annual General Meeting. Resolutions 1 to 4 are proposed as ordinary resolutions. This means that, for each of these resolutions to be passed, more than half the votes cast must be in favour of the resolutions. Resolutions 5 and 6 are proposed as special resolutions. This means that, for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolutions. The notes detailed below are intended to help you understand the effect and purpose of the resolutions.

Resolution 1 - Annual Report and Accounts

The Act requires the directors of a public company in respect of each financial year to lay its annual report and accounts before the company in general meeting.

The annual report and accounts are not enclosed with the notice of AGM and will be sent to shareholders separately. We expect this to be before the end of September 2022. Pursuant to the Act, copies of the annual report and accounts are to be sent to shareholders not less than 21 days before the meeting at which such report and accounts are to be laid. As the annual report and accounts will be despatched late and shareholders will have less than the required 21 days to consider them before the date of the AGM, the directors intend to adjourn the vote on this Resolution 1 to a date not less than 21 days after the date that the report and accounts have been dispatched to shareholders in order to give shareholders the appropriate amount of time to consider them. We will confirm the proposed date of the adjourned meeting at the Annual General Meeting and via a regulatory information service as soon as practicable following the adjournment.

Resolution 2 - Directors

The Articles require each Director to retire at the third annual general meeting after which they were appointed or re-appointed in general meeting. Mr. Rui Lopes was appointed subsequent to the previous Annual General Meeting and therefore retires and offers himself for re-election as an Executive Director. Resolution 2 will be proposed as an ordinary resolution.

Brief biographical details for Mr. Lopes are included in the annual report.

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Resolution 3 - Auditor

This resolution, which will be proposed as an ordinary resolution, proposes the re-appointment of BDO LLP to act as the Company's auditor until the conclusion of the next annual general meeting and authorises the Directors to determine the auditor's remuneration.

Resolution 4 - Authority to allot shares

The Act provides that the Directors may not allot Ordinary Shares (or grant certain rights over Ordinary Shares) unless authorised to do so by the Company in general meeting or by its Articles. The Directors' existing authority to allot Ordinary Shares, which was granted at the annual general meeting held on 28 September 2021 will expire at the end of the Annual General Meeting.

This resolution, which is proposed as an ordinary resolution, proposes that the Directors are given authority to allot Ordinary Shares and other relevant securities up to an aggregate nominal amount of one half of the issued Ordinary Share capital of the Company as at the close of business on 26 August 2022 (being the latest practicable date prior to publication of this document) without obtaining further consent of its Shareholders.

The authority granted by this resolution shall expire at the close of the 2023 annual general meeting or, if sooner, on 24 December 2023 and will replace the authority granted to the Directors at last year's annual general meeting.

Resolution 5 - Authority to purchase own shares

This resolution (which will be proposed as a special resolution) is to grant the Company authority to make market purchases of its own shares. The authority should not be taken to imply that shares will necessarily be purchased. The authority will expire at the close of the 2023 annual general meeting or, if sooner, on 24 December 2023.

The resolution specifies the maximum number of shares which may be purchased (representing approximately 10% of the Company's issued Ordinary Share capital as at 26 August 2022 (being the latest practicable date prior to publication of this document)) and the maximum and minimum prices at which they may be bought, reflecting the requirements of the Act. The purchases will only be made on AIM. The Directors have not yet decided whether such shares, if repurchased, would be cancelled or held in treasury, and a decision would be taken in the light of prevailing circumstances at the time the relevant repurchase is made. The Board will only exercise the power to make purchases of shares after consideration of the effects on earnings per share and the benefits for Shareholders generally.

Resolution 6 - Disapplication of pre-emption rights

The Act gives holders of Ordinary Shares, with limited but important exceptions, certain rights of pre-emption if the Directors wish to allot any equity securities for cash, or grant rights over any equity securities for cash or sell treasury shares for cash. The Directors believe that it is in the best interests of the Company that, as in previous years, the Board should have limited authority to allot some shares for cash without first having to offer such shares to existing Shareholders.

The Directors' current authority expires at the close of the Annual General Meeting and, accordingly, this resolution, which will be proposed as a special resolution, seeks to renew this authority on similar terms for a further period, expiring at the close of the 2023 annual general meeting or, if sooner, on 24 December 2023.The authority, if granted, gives the Directors power to allot shares without the application of these statutory pre-emption rights:

• in relation to offers of equity securities by way of rights issue, open offer or any other pre-emptive offer; and
• otherwise than in connection with a rights issue, open offer or any other pre-emptive offer, in relation to the allotment of equity securities for cash up to a maximum aggregate nominal amount of £117,963 (representing approximately 10% of the nominal value of the issued Ordinary Share capital of the Company as at 26 August 2022 (being the latest practicable date prior to publication of this document)).

Electronic and website communications

You will also find enclosed with this notice of AGM, a letter seeking your agreement to the Company sending or supplying documents and information to you as a member of the Company via the Company's website - www.600group.com. This will include future annual financial statements and notices of AGMs. The use of electronic communications will deliver savings to the Company in terms of administration, printing and postage costs. The reduced use of paper will also have environmental benefits. The letter also requests appropriate details from you for electronic communications. You should note that if we do not receive a response from you within 28 days of the date of the letter, you will be taken to have agreed (under paragraph 10 of Schedule 5 to the Act) that the Company may send or supply documents and information to you via the website.

Form of Proxy

The Company is committed to reducing paper and improving efficiency in its shareholder communications. In addition to the request to use electronic communications, for future communications following this AGM we will no longer be sending paper proxy cards to shareholders unless specifically asked to do so. We will provide advice on how to request a paper proxy card at the appropriate time.

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Recommendation

Your Directors unanimously believe the proposals to be considered at the Annual General Meeting are in the best interests of the Company and its Shareholders as a whole and recommend Shareholders to vote in favour of the resolutions, as they intend to do in respect of their own beneficial shareholdings representing 20.6% of the total shares.

Action to be taken

All Shareholders are entitled to attend and vote on all resolutions at the Annual General Meeting. A Form of Proxy for use at the Annual General Meeting is enclosed. Whether or not you intend to be present at the meeting, you are requested to complete and return the Form of Proxy in accordance with the instructions printed thereon as soon as possible and in any event so that it is received by the Company's registrar at, PXS 1, Link Group, Central Square, 29 Wellington Street, Leeds, LS1 4DL no later than 3.30 pm on 26 September 2022. Completion and return of the Form of Proxy will not prevent you from attending the Annual General Meeting and voting in person should you wish. Forms of proxy will also be valid for voting on Resolution 1 at the relevant adjourned meeting. Alternatively you may vote electronically at www.signalshares.com. You will require your username and password to use the portal to log in and vote. If you have not previously registered to use the portal you will require your investor code (IVC) which can be found on your proxy card. Members who hold their shares in uncertificated form may also use the 'CREST voting service' to appoint a proxy whether or not you intend to be present at the meeting.

Yours faithfully

Paul Dupee

Executive Chairman

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