ME International : Additional regulated information required to be disclosed under the laws of the United Kingdom

THIS DOCUMENT IS IMPORTANTAND REQUIRES YOUR IMMEDIATEATTENTION

If you are in anydoubtabout the contentsof this documentor as to the actionyou should take,you are recommended immediatelyto seekyourownindependentfinancial advicefromyourstockbroker,bank manager, accountantor other appropriatelyqualified independent financial adviser authorised under the Financial Services and MarketsAct 2000 (as amended).

If you havesold or transferredall of your sharesin ME Group International Plc (the 'Company'), please send this documentas soon as possible to the purchaseror transferee or to the stockbroker, bank or otheragent throughwhom the sale or transferwas effected foronwardtransmission to the purchaser or transferee. However, such documents should not be forwarded to, or transmitted in or into, any jurisdictionwhere to do so might violate the relevantlaws and regulations in that jurisdiction.

finnCap Limited('finnCap'), whichis authorised and regulated in the United Kingdomby the Financial Conduct Authority, is acting for the Company and for no-one else in connectionwith the matters set out in this documentand will not be responsible to anyone otherthan the Company forproviding the protections to customers of finnCap nor for providingadvice in connectionwith the matters set out in this documentor any other transaction or arrangement referredto in this document.

ME Group InternationalPlc

(Incorporatedwith limited liabilityin Englandand Waleswith registerednumber00735438)

Proposed Approval of Waiverof MandatoryOffer

provisions in the City Code

and

Notice of General Meeting

Action to be taken by Shareholders is set out on page 10.

Notice of a General Meeting to be held at 10.00 a.m. on 18 August 2023 is set out at the end of this document.

All valid proxy votes will be included in the polls to be taken at the meeting but to be valid, all proxy votesmust be receivedby the means set out in the notes of the Noticeby the Company's Registrars, Link Group not later than 10.00 a.m. on 16 August 2023.

1 August 2023

CONTENTS

	Page
DEFINITIONS	3
PART I: LETTER FROMTHE CHAIRMANOF ME GROUPINTERNATIONALPLC	5
PART II: ADDITIONALINFORMATION	12
NOTICE OF GENERALMEETING	26

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DEFINITIONS

The following definitions apply throughoutthis document, unless the contextrequires otherwise:

'Act'	the CompaniesAct 2006, as amended;
'AGM'	the annual generalmeeting of the Companyheld on 28 April 2023;
'Annual Report'	the report andfinancialstatements ofthe Groupforthe yearended
	31 October 2022;
'Acquisition'	Tibergest PTE Ltd'sacquisition of 29,111,186ME GroupSharesfrom
	Dan David Foundation;
'Articles'	the articles of association of the Company as at the date of this
	document;
'Board' or 'Directors'	the Directors of the Company listed on pages 5 and 12 of this
	document;
'Business Day'	a day(otherthan a Saturday,Sunday or public holiday)whenbanks
	in the City of Londonare open for business
'Circular'	this document
'City Code'	the City Code on Takeoversand Mergers;
'Company' or 'ME Group'	ME Group International Plc;
'Concert Party'	Serge Crasnianski, Tibergest PTE Ltd, Jean-Marc Janailhac, JMG
	Partners S.A. (Luxembourg), Tania Crasnianski, Stéphane
	Crasnianski, and Michel Crasnianski as set out at paragraph 5 of
	Part II of this document;
'Confidentiality Agreement'	the confidentiality agreementbetweenTibergestPTE Ltd and ME
	Group dated 14 December 2021;
'ESOS'	the Company's ExecutiveShare Option Scheme (2014);
'finnCap'	finnCap Limited;
'General Meeting' or 'GM'	the General Meeting of the Company convened for 10.00 a.m. on
	18 August 2023 (oranyadjournment thereof), notice of which is set
	out at the end of this document;
'Group'	ME Group and its subsidiary undertakings;
'Independent Directors'	the Directors other than Serge Crasnianski, Jean-Marc Janailhac
	and TaniaCrasnianski;
'Independent Shareholders'	all Shareholdersother than membersof the ConcertParty;
'Notice'	the Noticeof General Meetingset out at the end of this document;
'Notice of AGM'	the Company's notice of AGM dated 17 March 2023;
'Offer'	the mandatoryoffer made by Tibergest PTE Ltd to acquire all the
	ME Group Shares not already owned by or on behalf of Tibergest
	PTE Ltd which Lapsed on 8 March 2022;

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'Options'	the options to subscribe for Ordinary Shares which have been
	grantedor conditionally granted to /members ofthe ConcertParty
	and which have not been exercised pursuant to the terms of the
	Share Option Scheme, further details of which are set out in
	paragraph 6 of Part II of this document;
'Option Agreements'	the option agreements between the Company and certain of its
	employees;
'Ordinary Shares'	ordinary shares of 0.5 pence each in the capital of the Company;
'Panel'	The Panel on Takeovers and Mergers;
'Panel Waiver'	the Repurchase Waiver;
'ProposedBuy-Back Authority'	the general buy-back authority being sought by the Repurchase
	Resolution for the Company to buy-back up to a maximum of
	37,845,487OrdinaryShares bywayofmarket purchases (withinthe
	meaningof the Act), being up to 10 per cent of the Ordinary Shares
	in issue at the date of this document, in accordance with section
	701 of the Act, in place of the existing Share PurchaseAuthority;
'RepurchaseResolution'	the special resolution numbered1 as set out in the Notice;
'RepurchaseWaiver'	the waiverwhich has been granted by the Panel, conditionalupon
	the approval by the Independent Shareholders of the Waiver
	Resolution on a poll, of any obligation which would otherwise be
	imposed on the Concert Party to make a mandatorygeneral offer
	under Rule 9, as a result of the exercise of the ProposedBuy-Back
	Authority;
'Rule 9'	Rule 9 of the City Code;
'Shareholders'	holders of OrdinaryShares;
'Share Option Scheme'	the ESOS;
'Share PurchaseAuthority'	the authority granted on 28 April 2023, for the Company to make
	marketpurchases of OrdinaryShares up to an overallmaximum of
	37,805,164 OrdinaryShares; and
'Waiver Resolution'	the resolution numbered2 as set out in the Notice

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PART I:

LETTER FROMTHE CHAIRMAN OF ME GROUP INTERNATIONALPLC

ME Group InternationalPlc

(Registeredin EnglandNo.00735438)

Directors	Registered Office
Sir John Lewis OBE (Non-executive Chairman)	Unit 3B Blenheim Road
Serge Crasnianski(Chief Executive Officer)	Epsom
Tania Crasnianski(Executive Director)	KT19 9AP
Jean-Marc Janailhac (Executive Director)
EmmanuelOlympitis (Non-executiveDirector)
Françoise Coutaz-Replan(Non-executive Director)
Camille Claverie (Non-executive Director)
René Proglio (Non-executive Director)

To Shareholders and,for information purposes only,to holders of options under the Share Option Scheme and those with information rights pursuant to section 146 of the CompaniesAct 2006

1 August 2023

Dear Shareholder

1. Introduction

The Companyhas historically sought authority and receivedapproval from its shareholdersto make market purchases of its own shares, with the most recent authority being granted at the Company's AGMon 28 April 2023,permitting the Companyto repurchase up to 37,805,164ordinaryshares,equal to 10 per cent of the Company's issued ordinary share capital at the latest practicable date before publication of the Notice of AGM, being 28 February 2023. However, despite this authority having alreadybeen granted,the Companyhas been restrictedfrom usingit owing to the Concert Party being interestedin morethan 30 per cent but less than50 percentofthe total voting rights ofthe Company (and therefore, any repurchases of shares under such buyback authority being liable to trigger an obligation for the ConcertParty to make an offer,in cash, for the entire issued and to be issued share capital of the Company, pursuant to Rule 9 of the City Code).

With a strong cash balance, that the Board believes will increase, the Board has concluded that it wishes to have the flexibility to utilise the Proposed Buy Back Authority in circumstances which it decides are in the best interestsof the Company.Accordingly, this letter sets out the backgroundto, and reasons why the Board believes it to be in the best interests of Shareholders as a whole for the Companyto reapplyfor authority, as necessary underthe City Code, to make marketpurchasesof its OrdinarySharesunder the sameparametersas previouslyapproved, being thatanysharerepurchases are made at a price:

1. no less than the nominal value of an Ordinary Share, being 0.5 pence;
2. no higher than an amount which is not more than 5 per cent above the average of the closing middle market quotations for an Ordinary Share, as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the date on which that Ordinary share is contracted to be purchased; or,
3. the higherof the price of the last independenttrade of an ordinary share or the highestcurrent independent bid on the London Stock Exchange.

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