REACT : 27 Feb 2023 | Notice of Annual General Meeting to be held Tuesday 21 March 2023

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

Notice convening an Annual General Meeting of REACT Group PLC to be held at midday on Tuesday 21 March 2023 in the Abbotts 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 17 March 2023. 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 17 March 2023. 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.

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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
Andrea Pankhurst (Chief Financial Officer)
Birmingham B44 9ER
Robert Gilbert (Non-Executive Director)
Michael Joyce (Non-Executive Director)
	24 February 2023
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 ("Company") which we will be holding in the Abbotts Suite at Novotel London Blackfriars, 46 Blackfriars Road, London SE1 8NZ at midday on Tuesday 21 March 2023 ("Annual General Meeting"). 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 page 10 of this document.

Attendance at the 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 17 March 2023 by sending an email to [e-mail].

Remote participation

Shareholders are invited to participate in the Annual General Meeting at midday on Tuesday 21 March 2023 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 17 March 2023. This will ensure that your vote will be counted if ultimately you (or any other proxy you might otherwise appoint) are

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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 7 to 9 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 17 March 2023.

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 17 March 2023.

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.

At the appointed time, the Chairman will formally open the meeting, put each of the proposed resolutions to the meeting and advise of the proxy votes received in respect of each resolution.

Questions

Questions can be submitted before the Annual General Meeting via the IMC dashboard up until

9.00 a.m. on 20 March 2023 or at any time during the Annual General Meeting via the "Ask a Question" function. Answers will be grouped by the theme of the question to avoid repetition and we may not, therefore, answer each individual question specifically. Answers to questions will be published as soon as possible following the meeting on the IMC platform and on our website at https://www.reactsc.co.uk/react-group-plcand will be available on our website until 21 April 2023.

Document preferences

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Shareholders who have elected to receive hard copy documents will have received the Company's annual report and accounts for the financial year ended 30 September 2022 along with this document and a form of proxy. Shareholders who have not elected to receive hard copy documents can view the report and accounts for the financial year ended 30 September 2022 and this document on the Company's website at https://www.reactsc.co.uk/react-group-plc.These shareholders will have received a hard copy form of proxy.

If you would like to change your receipt of documents preference, please contact Neville Registrars Limited at Neville House, Steelpark Road, Halesowen B62 8HD, tel: [phone].

Recommendation

The directors of the Company consider that all of the proposals to be considered at the Annual General Meeting are in the best interests of the Company and its shareholders as a whole. The directors unanimously recommend that you vote in favour of all of the proposed resolutions as they intend to do in respect of their own beneficial holdings.

Yours sincerely

Mark Braund

Executive Chairman

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NOTICE OF ANNUAL GENERAL MEETING

REACT GROUP PLC

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

Notice is hereby given that the annual general meeting ("Annual General Meeting") of REACT Group PLC ("Company") will be held in the Abbotts Suite at Novotel London Blackfriars, 46 Blackfriars Road, London SE1 8NZ on Tuesday 21 March 2023 at midday.

You will be asked to consider and vote on the resolutions below. Resolutions 1 to 4 will be proposed as ordinary resolutions and resolution 5 will be proposed as a special resolution.

RESOLUTIONS

Ordinary business

1. To receive and adopt the Company's annual accounts for the financial year ended 30 September 2022 together with the directors' report and auditor's report thereon.
2. To re-appoint Dains LLP as the Company's auditor to hold office from the conclusion of this meeting until the conclusion of the next annual general meeting at which accounts are laid before the Company and to authorise the directors to determine their remuneration.
3. To re-elect Michael Joyce as a director of the Company.

Special business

1. THAT, in accordance with section 551 of the Companies Act 2006 ("CA 2006"), the board of directors of the Company ("Directors") be generally and unconditionally authorised to allot shares in the Company, and grant rights to subscribe for or to convert any security into shares of the Company (such shares, and rights to subscribe for or to convert any security into shares of the Company being "Relevant Securities") provided that such authority shall be limited to a maximum nominal value of £264,412.1267 and provided that this authority shall, unless renewed, varied or revoked by the Company, 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 falling 18 months after the date of the passing of this resolution, save that the Company may, before such expiry, make offers or agreements which would or might require Relevant Securities to be allotted and the Directors may allot Relevant Securities in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired.
   This resolution revokes and replaces all unexercised authorities previously granted to the Directors to allot Relevant Securities but without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made pursuant to such authorities.
2. THAT, subject to the passing of resolution 4, the Directors be authorised to allot equity securities (as defined in section 560 of the CA 2006) for cash under the authority conferred by that resolution and/or to sell ordinary shares held by the Company as treasury shares as if section 561 of the CA 2006 did not apply to any such allotment or sale, provided that such authority shall be limited to:

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