600 : Notice of Meeting AGM Sept. 2023

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU ARE RECOMMENDED TO SEEK YOUR OWN FINANCIAL ADVICE FROM YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT, OR OTHER INDEPENDENT ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 IF YOU ARE RESIDENT IN THE UK OR, IF YOU RESIDE ELSEWHERE, ANOTHER APPROPRIATELY AUTHORISED FINANCIAL ADVISER.

IF YOU HAVE RECENTLY SOLD OR TRANSFERRED ALL OF YOUR SHARES IN THE 600 GROUP PUBLIC LIMITED COMPANY, PLEASE SEND THIS NOTICE AND THE ACCOMPANYING DOCUMENTS AS SOON AS POSSIBLE 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.

THE 600 GROUP PUBLIC LIMITED COMPANY

Registered in England and Wales with Company Number 00196730

NOTICE OF ANNUAL GENERAL MEETING

LETTER FROM THE EXECUTIVE CHAIRMAN

Registered Office:

42 Berkeley Square

London

W1J 5AW

6 September 2023

Dear Shareholder,

Annual General Meeting 2023

The Board is pleased to confirm that the ninety-ninth Annual General Meeting (AGM) of The 600 Group Public Limited Company (Company) will take place on Friday, 29 September 2023. The notice convening the meeting (AGM Notice) is set out at the end of this letter.

Arrangements

The AGM will be held in person on Friday, 29 September 2023 at 10.00 a.m. EDT at 200 S Orange Ave, Suite 2170, Orlando, FL, 32801, USA.

Voting

Shareholders are encouraged to vote on the AGM resolutions by proxy whether or not they plan to attend. This will ensure that their votes are lodged even if attendance is not possible. Please refer to the Notes section of the AGM Notice for details on how to vote by proxy, CREST, Signal Shares, Proxymity or LinkVote+.

Voting at the AGM will be conducted on a poll in accordance with best practice.

Resolutions

The resolutions to be put to shareholders at the AGM are set out in the AGM Notice which is included with this letter. An explanation of each of the resolutions is set out at the end of the document.

As announced on 1 September 2023, the publication of the Company's annual report and accounts for the year ended 31 March 2023 has been delayed for reasons explained in that announcement. A separate general meeting of the Company will be held as soon as practicable for the purpose of receiving the annual report and accounts for the financial year ended 31 March 2023. Shareholders will receive a notice of that meeting in the usual manner.

Recommendation

The Board of The 600 Group Public Limited Company considers all of the proposed resolutions to be in the best interests of the Company and shareholders as a whole and, accordingly, recommends that shareholders vote in favour of all the resolutions, as the Directors intend to do in respect of their own holdings.

We look forward to welcoming shareholders to the AGM.

Yours faithfully

Paul Dupee

Executive Chairman

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THE 600 GROUP PUBLIC LIMITED COMPANY

(Incorporated in England and Wales with Company Number 00196730)

NOTICE OF ANNUAL GENERAL MEETING 2023

Notice is hereby given that the Annual General Meeting (AGM) of The 600 Group Public Limited Company (Company) will be held on Friday, 29 September 2023 at 10.00 a.m. EDT at 200 S Orange Ave, Suite 2170, Orlando, FL, 32801, USA to consider and, if thought fit, to pass the resolutions set out below. Resolutions 1 and 2 will be proposed as ordinary resolutions and resolutions 3 to 6 will be proposed as special resolutions.

Definitions
CA 2006	the Companies Act 2006
Directors	the board of directors of the Company (or a duly constituted
	committee thereof)
Equity Securities	shall have the meaning given in section 560 of CA 2006
Ordinary Shares	ordinary shares in the capital of the Company

To be proposed as Ordinary Resolutions:

1. To re-elect Paul Dupee as a director of the Company.
2. That, in substitution for all subsisting authorities granted at the Company's last annual general meeting, the Directors be generally and unconditionally authorised, pursuant to and in accordance with section 551 of CA2006, to exercise all powers of the Company to allot shares in the Company or grant rights to subscribe for, or convert any security into, shares in the Company 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 1 September 2023 for a period expiring (unless previously revoked, varied or renewed) at the conclusion of the annual general meeting of the Company to be held in 2024 or, if earlier, at the close of business on the date which is 15 months from the date of passing the resolution, save that the Company may, before this authority expires, make any offer, agreement or arrangement which would or might require shares to be allotted or rights to be granted after such expiry and the Directors may allot shares or grant rights pursuant to such offer, agreement or arrangement as if this authority had not expired.

To be proposed as Special Resolutions:

3. THAT, subject to the passing of resolution 2, the Directors be authorised to allot Equity Securities for cash under the authority conferred by that resolution and/or to sell Ordinary Shares held by the Company as treasury shares for cash as if section 561 of CA 2006 did not apply to any such allotment or sale, provided that such authority shall be limited to:

1. the allotment of Equity Securities in connection with an offer of Equity Securities:
2. 1. to the holders of Ordinary Shares in proportion (as nearly as may be practicable) to their respective holdings; and
   2. to holders of other Equity Securities as required by the rights of those securities or as the Directors otherwise consider necessary,

but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical

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problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange; and

1. the allotment of Equity Securities or sale of treasury shares (otherwise than pursuant to paragraph
   (a) of this resolution) to any person up to an aggregate nominal amount of £127,823; and
2. the allotment of Equity Securities or sale of treasury shares (otherwise than under paragraph (a) or paragraph (b) above) up to a nominal amount equal to 20 per cent. of any allotment of Equity Securities or sale of treasury shares from time to time under paragraph (b) above, such authority to be used only for the purposes of making a follow-on offer which the Board of the Company determines to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

such authority to expire at the conclusion of the Company's next annual general meeting after the passing of this resolution or, if earlier, at the close of business on the date which is 15 months from the date of passing the resolution, save that the Company may, before such expiry make offers or agreements which would or might require Equity Securities to be allotted (or treasury shares to be sold) after the authority expires and the Directors may allot Equity Securities (or sell treasury shares) in pursuance of any such offer or agreement as if the authority had not expired.

4. THAT, subject to the passing of resolution 2, the Directors be authorised, in addition to any authority granted under resolution 3, to allot Equity Securities for cash under the authority conferred by resolution 2 and/or to sell Ordinary Shares held by the Company as treasury shares for cash as if section 561 of CA 2006 did not apply to any such allotment or sale, provided that such authority shall be limited to:

1. the allotment of Equity Securities or sale of treasury shares up to an aggregate nominal amount of £127,823, such authority to be used only for the purpose of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice; and
2. the allotment of Equity Securities or sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal amount equal to 20 per cent. of any allotment of Equity Securities or sale of treasury shares from time to time under paragraph (a) above, such authority to be used only for the purposes of making a follow-on offer which the Board of the Company determines to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

such authority to expire at the conclusion of the Company's next annual general meeting or, if earlier, at the close of business on the date which is 15 months from the date of passing the resolution but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require Equity Securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot Equity Securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

5. THAT the Company be and is generally and unconditionally authorised for the purposes of section 701(1) of CA 2006 to make one or more market purchases (within the meaning of section 693(4) of CA 2006) on the London Stock Exchange of Ordinary Shares provided that:

1. the maximum aggregate number of Ordinary Shares authorised to be purchased is 12,782,334 (being approximately 10 per cent. of the Company's issued ordinary share capital);
2. the minimum price (excluding expenses) which may be paid for such Ordinary Shares is £0.01 per share;

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1. the maximum price (excluding expenses) which may be paid for an Ordinary Share is the higher of:
2. 1. 5 per cent. above the average of the middle market quotations for an Ordinary Share as derived from the London Stock Exchange for the five business days immediately preceding the date on which the Ordinary Share is purchased; and
   2. the higher of the price of the last independent trade of an Ordinary Share and the highest current independent bid for an ordinary share on the trading venue where the purchase is carried out;
3. unless previously renewed, varied or revoked, the authority conferred shall expire on the earlier of the date which is 15 months from the date of the resolution being passed and the conclusion of the Company's next annual general meeting save that the Company may before the expiry of the authority granted hereby, enter into a contract to purchase Ordinary Shares which may be executed wholly or partly after the expiry of such authority.

6. THAT, in accordance with section 366 of CA 2006, the Company and all its subsidiaries at any time during the time that this resolution has effect be and are hereby authorised to:

1. make political donations to political parties and/or independent election candidates not exceeding £20,000 in total;
2. make political donations to political organisations other than political parties not exceeding £20,000 in total; and
3. incur political expenditure not exceeding £20,000 in total, provided that the aggregate amount of any such donations and expenditure shall not exceed £20,000 during the period beginning with the passing of this resolution and ending on the date of the annual general meeting of the Company to be held in 2024.

For the purposes of this resolution the terms "political donation", "independent election candidates", "political organisations" and "political expenditure" have the meanings set out in sections 363 to 365 of CA 2006.

BY ORDER OF THE BOARD

ONE Advisory Limited
Company Secretary	Registered Office:
	42 Berkeley Square
6 September 2023	London W1J 5AW

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