REACT : 13 March 2024 | Notice of Annual General Meeting to be held Thursday 28 March 2024

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to what action you should take, you are recommended to seek your own financial advice from your stockbroker or other independent adviser authorised under the Financial Services and Markets Act 2000 if you are in the UK or, if not, another appropriately authorised and independent financial adviser.

If you have recently sold or transferred all of your shares in REACT Group PLC, please forward this document, together with the accompanying documents, as soon as possible either to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares. If you have sold or transferred only part of your holding of shares in REACT Group PLC, please contact the stockbroker, bank or other agent who arranged the sale or transfer as soon as possible.

REACT GROUP PLC

Incorporated in England and Wales under the Companies Act 1985 with registered number 05454010

Notice of Annual General Meeting

Share capital consolidation

Reduction of capital

Notice convening an Annual General Meeting of REACT Group PLC to be held at midday on Thursday 28 March 2024 in the Bishops Suite at Novotel London Blackfriars, 46 Blackfriars Road, London SE1 8NZ is set out at the end of this document.

Whether or not you intend to be present at the Annual General Meeting, please complete, sign and return the enclosed form of proxy, in accordance with the instructions printed thereon so as to arrive as soon as possible and in any event, in order to be valid, so as to be received by Neville Registrars Limited no later than midday on 26 March 2024. The completion and return of a form of proxy will not preclude you from attending and voting in person at the Annual General Meeting should you wish to do so.

If you hold your shares in uncertificated form in CREST you may appoint a proxy or proxies by utilising the CREST electronic proxy appointment service in accordance with the procedures described in the CREST Manual as set out in the Notice of Annual General Meeting at the end of this document. Proxies submitted via CREST must be received by Neville Registrars Limited (ID 7RA11) no later than midday on 26 March 2024. The appointment of a proxy using the CREST electronic proxy appointment service will not preclude you from attending and voting in person at the Annual General Meeting should you wish to do so.

1

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Publication and posting of this document and the	5 March 2024
Form of Proxy to Shareholders
Latest time and date for receipt of completed	midday on 26 March 2024
Forms of Proxy and receipt of electronic proxy
appointments via the CREST system
Time and date of the Annual General Meeting	midday on 28 March 2024
Announcement of result of the Annual General	28 March 2024
Meeting
Record Date in respect of the Share Consolidation	6.00 p.m. on 28 March 2024
Admission expected to become effective and	8.00 a.m. on 2 April 2024
dealings expected to commence in the New
Ordinary Shares on AIM
CREST accounts expected to be credited in	2 April 2024
respect of New Ordinary Shares in uncertificated
form
Expected date by which certificates in respect of	within 10 business days of Admission
New Ordinary Shares are to be despatched to
certificated Shareholders
Expected date for the Court Hearing to confirm	on or around 30 April 2024
the Capital Reduction
Expected Effective Date of the Capital Reduction	on or around 1 May 2024

Notes:

1. Unless otherwise stated, all references to time in this document and in the above timetable are to the time in London, United Kingdom.
2. Some of the times and dates above are indications only and it any of the details contained in the timetable above should change, the revised times and dates will be notified to Shareholders by means of an announcement through a Regulatory Information Service.
3. Events listed in the timetable above are conditional upon, amongst other things, on the passing at the Annual General Meeting of the Resolutions.

ADMISSION STATISTICS

Number of Existing Ordinary Shares	1,067,648,507
Conversion ratio of Existing Ordinary Shares to New Ordinary Shares	50:1
Nominal value of an Ordinary Share following the Share Consolidation	12.5p
Number of Ordinary Shares in issue as at the Share Consolidation	1,067,648,550
Record Date
Number of Ordinary Shares in issue immediately following the Share	21,352,971
Consolidation
TIDM	REAT
LEI	213800H54C4GOFN7MO32
2

DEFINITIONS

In this document and the Form of Proxy, the following words and expressions have the following meanings, unless the context requires otherwise:

"Act" or "Companies Act"	the Companies Act 2006 (as amended or re-enacted);
"Admission"	the admission of the New Ordinary Shares to trading on AIM
	in accordance with Rule 6 of the AIM Rules;
"AIM"	the AIM Market of the London Stock Exchange;
"AIM Rules"	the rules applicable to companies governing their admission
	to AIM, and following admission their continuing obligations to
	AIM, as set out in the AIM Rules for Companies published by
	the London Stock Exchange from time to time;
"Annual General Meeting" or	the annual general meeting of the Company to be held at
"AGM"	midday on 28 March 2024 in the Bishops Suite at Novotel
	London Blackfriars, 46 Blackfriars Road, London SE1 8NZ
	and which has been convened pursuant to the Notice;
"business day"	a day (excluding Saturdays, Sundays and public holidays) on
	which banks are generally open for business in the City of
	London;
"Capital Redemption Reserve"	the capital redemption reserve of the Company;
"Capital Reduction"	the proposed reduction of the share capital of the Company,
	involving the cancellation of the Share Premium Account and
	the Capital Redemption Reserve;
"certificated" or in "certificated	where a share or other security is not in uncertificated form
form"	(that is, not in CREST);
"Company"	React Group plc;
"Court Hearing"	the hearing by the High Court of the claim form to confirm
	the Capital Reduction;
"Court Order"	the order of the High Court confirming the Capital
	Reduction;
"CREST"	the relevant system (as defined in the CREST Regulations)
	in respect of which Euroclear is the Operator (as defined in
	the CREST Regulations);
"CREST Manual"	the CREST Manual referred to in agreements entered into by
	Euroclear and available at www.euroclear.com/CREST;
"CREST Proxy Instruction"	the appropriate CREST message to make a proxy
	appointment by means of CREST;
"CREST Regulations"	the Uncertificated Securities Regulations 2001 (SI 2001 No.
	3755)
"CREST sponsor"	a CREST participant admitted to CREST as a CREST
	sponsor;
"Directors" or "Board"	the board of directors of the Company and "Director" means
	any member of the Company's board of directors;
"Effective Date"	expected to be on or around 1 May 2024;
"Euroclear"	Euroclear UK & International Limited, a company
	incorporated under the laws of England and Wales;
	3

"Existing Ordinary Shares"	the ordinary shares of 0.25p each in issue at the date of this
	document, which are admitted to trading on AIM;
"FCA"	the UK Financial Conduct Authority;
"Form of Proxy"	the form of proxy relating to the Annual General Meeting
	which has been sent to Shareholders with this document;
"High Court"	the High Court of Justice in England and Wales;
"London Stock Exchange"	London Stock Exchange plc;
"New Ordinary Shares"	the ordinary shares of 12.5p each in the capital of the
	Company arising on the completion of the Share
	Consolidation;
"Notice"	the notice of the Annual General Meeting of the Shareholders
	set out at the end of this document;
"Ordinary Shares"	in respect of the period before the Record Date, ordinary
	shares of 0.25p each in the capital of the Company and, in
	respect of the period after the Record Date, ordinary shares
	of 12.5p each in the capital of the Company;
"Registrar of Companies"	the Registrar of Companies in England and Wales, within the
	meaning of the Act;
"Registrars" or "Neville	Neville Registrars Limited, a company incorporated under the
Registrars"	laws of England and Wales;
"Record Date"	6.00 p.m. on 28 March 2024 (or such other time and date as
	determined by the Directors);
"Regulatory Information	one of the regulatory information services authorised by the
Service"	London Stock Exchange to receive, process and disseminate
	regulatory information in respect of companies trading on
	AIM;
"Resolutions"	the resolutions to be proposed at the Annual General
	Meeting;
"Share Consolidation"	the proposed consolidation of the Company's ordinary share
	capital pursuant to which every 50 Existing Ordinary Shares
	are consolidated into 1 New Ordinary Share;
"Shareholders"	holders of Existing Ordinary Shares;
"Share Premium Account"	the share premium account of the Company;
"uncertificated" or in	in respect of a share or other security, where that share or
"uncertificated form"	other security is recorded on the relevant register of the share
	or security concerned as being held in uncertificated form in
	CREST and title to which may be transferred by means of
	CREST.

Unless otherwise indicated, all references in this document to "GBP", "£", "pounds sterling", "pounds", "sterling", "pence", or "p" are to the lawful currency of the United Kingdom.

4

REACT GROUP PLC

Incorporated in England and Wales under the Companies Act 1985 with registered number 05454010

Directors:	Registered office:
Mark Braund (Executive Chairman)	Holly House
Shaun D Doak (Chief Executive Officer)	Shady Lane
Spencer Dredge (Chief Financial Officer)
Birmingham B44 9ER
Robert Gilbert (Non-Executive Director)
Michael Joyce (Non-Executive Director)
	5 March 2024
Dear Shareholder
Annual General Meeting

I am pleased to be writing to you with details of this year's annual general meeting of REACT Group PLC which we will be holding in the Bishops Suite at Novotel London Blackfriars, 46 Blackfriars Road, London SE1 8NZ at midday on Thursday 28 March 2024.

As well as the normal business conducted at an annual general meeting, your Board is proposing (i) to consolidate the Company's ordinary share capital, with the aim of improving the marketability of the Existing Ordinary Shares, (ii) to effect a reduction of the share capital of the Company, involving the cancellation of the Share Premium Account and the Capital Redemption Reserve and (iii) to seek authority from Shareholders for the Company to make market purchases of its own Ordinary Shares when it is appropriate to do so. Further details of the Share Consolidation and Capital Reduction are set out below.

The formal notice of the Annual General Meeting is set out at the end of this document. Explanatory notes on all of the business to be considered at this year's Annual General Meeting appear on pages 19 and 20 of this document.

Share Consolidation

Reasons for the Share Consolidation

The Directors believe that the Company's existing share capital structure is no longer appropriate. The Company has grown in size and the high number of shares in issue combined with the relatively low price per share is thought to result in excess volatility, reduced liquidity and a widening in the bid/offer spread of the Existing Ordinary Shares. The Directors are therefore proposing to consolidate the Existing Ordinary Shares so that every 50 Existing Ordinary Shares are consolidated into one new ordinary share of 12.5p. The Share Consolidation will reduce the number of shares in issue from 1,067,648,507 Existing Ordinary Shares to 21,352,971 New Ordinary Shares.

The Share Consolidation is expected to:

• increase the Company's share price proportionately;
• help improve the market liquidity of, and trading activity in, the Company's shares;
• provide the basis for a narrowing in the spread of its bid and offer price; and

5

• enhance the perception of the Company and its prospects and help improve the marketability of the Company's shares to a wider group of investors.

The Share Consolidation requires the approval of Shareholders by way of a special resolution at the AGM.

Application will be made in accordance with the AIM Rules for the New Ordinary Shares arising from the Share Consolidation to be admitted to trading on AIM, subject to Shareholders passing Resolution 6 at the Annual General Meeting. It is expected that if Resolution 6 is passed, Admission in respect of such New Ordinary Shares will become effective and that dealings in those New Ordinary Shares will commence on 2 April 2024. The new ISIN Code and SEDOL Code will be notified once these have been allocated.

Procedure

As at the date of this document, the Company has 1,067,648,507 Existing Ordinary Shares in issue, with a closing mid-market price of 1.38 pence per Existing Ordinary Share as at 4 March 2024 (being the latest practicable Business Day prior to the date of this document).

It is therefore proposed, pursuant to the Share Consolidation, that the Existing Ordinary Shares are consolidated on a 50 for 1 basis, so that every 50 Existing Ordinary Shares are consolidated into one ordinary share of 12.5 pence in nominal value.

No Shareholder will be entitled to a fraction of a New Ordinary Share. Instead, their entitlement will be rounded down to the nearest whole number of New Ordinary Shares. If a Shareholder holds fewer than 50 Existing Ordinary Shares at the Record Date, such that the rounding down process results in a Shareholder being entitled to zero New Ordinary Shares, then as a result of the Share Consolidation they will cease to hold any Ordinary Shares (of any description) in the capital of the Company.

Remaining fractional entitlements to New Ordinary Shares will be aggregated and sold on behalf, and for the benefit, of the Company. Under the Company's articles of association, the Directors have a discretion as to how to deal with fractional entitlements, including by accounting to Shareholders for the net proceeds of any sale. The maximum fractional entitlement that any Shareholder would be entitled to would be worth only 12.25p and so, given the cost of remitting the net proceeds of sale to Shareholders, the Directors believe that the most sensible approach is to apply the net proceeds of sale for the benefit of the Company.

In order to ensure that the Share Consolidation does not result in a fraction of a New Ordinary Share being created, the Company will prior to the Record Date issue such number of Ordinary Shares as will result in the total number of Existing Ordinary Shares being divisible by 50. These additional Ordinary Shares will be issued to the Registrars and will only represent a fraction of a New Ordinary Share. This fraction will be aggregated with the other fractions referred to above and sold in the market.

6

For the avoidance of doubt, the Company is only responsible for dealing with fractions arising on registered holdings. For Shareholders whose Existing Ordinary Shares are held in nominee accounts of UK stockbrokers, the effect of the Share Consolidation on their individual shareholdings will be administered by the stockbroker or nominee in whose account the relevant Existing Ordinary Shares are held. The effect is expected to be the same as for shareholdings registered in beneficial names, however, it is the stockbroker's or nominee's responsibility to deal with fractions arising within their customer accounts, and not the Company's responsibility

Assuming a share capital of 1,067,648,507 Existing Ordinary Shares immediately prior to the Record Date (plus 43 additional Ordinary Shares to be allotted to the Registrars), following completion of the Share Consolidation the Company will have 21,352,971 New Ordinary Shares in issue.

Capital Reduction

Background to and reasons for the Capital Reduction

As at 30 September 2023, the Company had retained losses of £8,799,820 and continues to have a negative distributable reserves position meaning that it is unable to declare dividends or make distributions to Shareholders or buy back its Ordinary Shares.

The Company has built up a substantial Share Premium Account through the issue of shares for cash at values in excess of the nominal value of those shares. As at the date of this document, the balance standing to the credit of the Share Premium Account is £10,909,617. The Share Premium Account constitutes a non-distributable reserve for the purposes of the Act.

In addition, the Company has built up a Capital Redemption Reserve through the redemption of an earlier series of deferred shares. As at the date of this document, the balance standing to the credit of the Capital Redemption Reserve is £3,336,916. The Capital Redemption Reserve constitutes a non-distributable reserve for the purposes of the Act.

The Company is therefore seeking the approval of Shareholders to cancel the Share Premium Account and Capital Redemption Reserve which, subject to the confirmation of the High Court will enable the Company to eliminate the retained losses and create distributable reserves equal to the balance.

The distributable reserves will be available for the Directors to use for the purposes of paying dividends, should circumstances in the future make it desirable to do so.

Further details of the Capital Reduction are set out below.

Share Premium Account and Capital Redemption Reserve

Share premium is treated as part of the capital of a company and arises on the issue by a company of shares at a premium to their nominal value. The premium element is credited to

7

the share premium account. Likewise, on a redemption or buy back of shares by a company an amount equal to the nominal value of the redeemed or bought back shares is credited to the capital redemption reserve.

The share premium account and the capital redemption reserve are non-distributable capital reserves and a company's ability to use any amount credited to those reserves is limited by the Act. However, with the approval of its shareholders by way of a special resolution and subsequent confirmation by the High Court, a company may reduce or cancel its share premium account and its capital redemption reserve and in certain circumstances either return all or part of the sum arising to shareholders as a return of capital, or credit some or all of such sum arising to its profit and loss account.

To the extent that the release of such a sum from the cancellation of shares, a share premium account and/or a capital redemption reserve creates or increases a credit on the profit and loss account, that sum represents a company's distributable reserves.

As mentioned above, the cancellation of the Share Premium Account and the Capital Redemption Reserve will eliminate the Company's retained losses and create distributable reserves equal to the balance.

Procedure

In order to effect the Capital Reduction, the Company firstly requires the authority of its Shareholders by the passing of Resolution 7 at the Annual General Meeting to approve the cancellation of the Share Premium Account and the Capital Redemption Reserve.

Secondly, the Capital Reduction must be confirmed by the High Court, to which the Company will make an application if Resolution 7 is passed. The Court Hearing to confirm the Capital Reduction is expected to be held on or around 30 April 2024. Shareholders will have the right to attend the Court Hearing in person or through counsel or other suitably qualified persons to support or oppose the sanction of the Capital Reduction.

The Capital Reduction will take effect when the Court Order confirming it, and a statement of capital approved by the High Court, have been delivered to and registered by the Registrar of Companies. The Effective Date of the Capital Reduction is currently expected to be on or around 1 May 2024.

In order to approve the Capital Reduction, the High Court will need to be satisfied that the interests of the Company's creditors will not be prejudiced by the Capital Reduction. There is a possibility that the Company may be required to give undertakings or other forms of creditor protection for the benefit of the Company's creditors at the date on which the Capital Reduction becomes effective. These may include seeking the consent of the creditors to the cancellation of the Share Premium Account and the Capital Redemption Reserve or the provision by the Company to the High Court of an undertaking to deposit a sum of money into a blocked account created for the purposes of discharging creditors of the Company.

8

The Board reserves the right (where necessary by application to the High Court) to abandon, discontinue or adjourn any application to the High Court for confirmation of the Capital Reduction, and hence the Capital Reduction itself, if the Board believes that the terms required to obtain confirmation are unsatisfactory to the Company or if as the result of any material unforeseen event the Board considers that to continue with the Capital Reduction is inappropriate or inadvisable.

Effect of the Capital Reduction

If approved by Shareholders and confirmed by the High Court, the Capital Reduction will result in the creation of distributable reserves which will allow the Company to make market purchases of Ordinary Shares and to pay dividends in due course, should it be appropriate or desirable to do so. The Capital Reduction will not affect the number of Ordinary Shares in issue, the nominal value per Ordinary Share or the voting or dividend rights of any Shareholder.

Buy-back Authority

The Company holds surplus cash resources which are not required in the normal day-to-day management of its business so the Directors intend to use the authority granted by Resolution 11 to make market purchases of Ordinary Shares when it is appropriate to do so.

If passed, Resolution 11 will give authority for the Company to purchase up to 2,135,297 of its New Ordinary Shares, representing approximately 10 per cent. of the issued share capital of the Company (assuming the Share Consolidation has become effective). Resolution 11 specifies the minimum and maximum prices which may be paid for any Ordinary Shares purchased under the authority. The authority will expire on the earlier of the date falling 15 months from the date of the passing of Resolution 11 and the conclusion of the Company's next annual general meeting.

The Company may either cancel any Ordinary Shares it purchases under the authority granted by Resolution 11 or transfer them into treasury (and subsequently sell or transfer them out of treasury or cancel them). The Directors currently intend to cancel all shares purchased under the authority granted by Resolution 11.

The Directors will only exercise the authority to purchase Ordinary Shares where they consider that such purchases will be in the best interests of Shareholders generally and will result in an increase in earnings per Ordinary Share.

Attendance at the Annual General Meeting

We are always keen to welcome shareholders in person to our annual general meetings. Shareholders intending to attend the Annual General Meeting are asked to register their intention by midday on 26 March 2024 by sending an email to [e-mail].

Remote participation

Shareholders are invited to participate in the Annual General Meeting at midday on Thursday

9

28 March 2024 via the Investor Meet Company ("IMC") platform.

Shareholders should note that if they participate in the Annual General Meeting virtually in this manner, this will not constitute attendance at the Annual General Meeting and they will NOT be permitted to vote at the Annual General Meeting. Shareholders wishing to vote on matters of business are therefore urged either to attend the Annual General Meeting in person or to appoint the Chairman of the Annual General Meeting as their proxy.

Action to be taken

Before the Annual General Meeting

You are strongly encouraged to appoint the Chairman of the Annual General Meeting as your proxy as soon as possible and by no later than midday on 26 March 2024. This will ensure that your vote will be counted if ultimately you (or any other proxy you might otherwise appoint) are not able to attend the meeting. Further information on the various ways you can appoint a proxy is given in the Notes to the Notice of Annual General Meeting on pages 16 to 18 inclusive of this document.

Please complete, sign and return the form of proxy in accordance with the instructions thereon to Neville Registrars Limited at Neville House, Steelpark Road, Halesowen B62 8HD, as soon as possible, but in any event so as to be received by no later than midday on 26 March 2024.

If you hold your shares in uncertificated form in CREST, you may appoint a proxy or proxies by utilising the CREST electronic proxy appointment service in accordance with the procedures described in the CREST Manual as set out in the Notice of Annual General Meeting at the end of this document. Proxies submitted via CREST must be received by Neville Registrars Limited (ID 7RA11) no later than midday on 26 March 2024.

Shareholders wishing to participate in the Annual General Meeting virtually via IMC should sign up to IMC for free ahead of the Annual General Meeting via https://www.investormeetcompany.com/react-group-plc/register-investorand request to meet the Company. Investors who already follow the Company on the IMC platform will automatically be invited. Once registered you will automatically be emailed an invitation. Please accept the invitation to receive your unique link to access the Annual General Meeting. You are strongly encouraged to register with IMC before the day of the Annual General Meeting to avoid your entry to the meeting being delayed.

On the day of the Annual General Meeting

To join the Annual General Meeting virtually on the day, please type (or paste) the following web address into your web browser https://www.investormeetcompany.com/react-group-plc/register-investorthen follow these instructions:

• Register on the IMC platform or log in if already registered.
• Once registered you will automatically be emailed an invitation.
• Accept the invitation to receive your unique link to access the meeting.

10