Transaction in Own Shares & Rule 2.9 Announcement

SThree plc

24 September 2026

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

SThree plc (the "Company")

Transaction in Own Shares and Rule 2.9 Announcement

The Company announces that, in accordance with the terms of its share buyback programme announced on 12 February 2026, it has purchased the following number of its ordinary shares of 1 pence each ("Ordinary Shares") through JOH Berenberg, Gossler & Co KG (which is trading for these purposes as Berenberg) ("Berenberg").

Ordinary Shares

Date of Purchase:	23 September 2026
Number of Ordinary Shares purchased:	16,129
Lowest price per share (pence):	303.0000
Highest price per share (pence):	310.0000
Weighted average price per day (pence):	307.4385

The Company intends to cancel the purchased ordinary shares.

On 23 September 2026 the Company issued 27,079 ordinary shares as consideration for the purchase of Minority Interests held by employees.

Following execution of the above purchases, SThree has purchased a total of 6,024,263 ordinary shares since the commencement of the buyback programme.

Following execution of the above purchases and issue of ordinary shares the Company will have 121,863,036 ordinary shares in issue. There are 35,767 ordinary shares held in treasury. The total voting rights in the Company are therefore 121,827,269 and this can be used by shareholders as the denominator for the calculations by which they can determine if they are required to notify their interest in, or change to their interest in, the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules. Rule 2.9

The Company announced on 9 September 2026 that it had entered into an offer period. The ordinary shares are relevant securities of SThree for the purposes of Rule 8 of The City Code on Takeovers and Mergers (the "Code"). In accordance with Rule 2.9 of the Code, the Company confirms that it has 121,827,269 ordinary shares in issue (excluding treasury shares) as at the date and time of this announcement. The ordinary shares are voting shares (each such ordinary share carries one vote per ordinary share) and are admitted to trading on the main market of the London Stock Exchange under the International Securities Identification Number GB00B0KM9T71 and LEI number 2138003NEBX5VRP3EX50.

Aggregate Information

Venue	Volume-weighted average price (p)	Aggregated volume	Lowest price per share (p)	Highest price per share (p)
XLON	307.4385	16,129	303.0000	310.0000

Schedule of Purchases - Individual Transactions

In accordance with Article 5(1)(b) of the Market Abuse Regulation (EU) No 596/2014 as it forms part of UK law, a full breakdown of the individual trades made by Berenberg on behalf of the Company as part of the buyback programme is found below.

Date and time of each trade	Number of shares purchased	Price (pence per share)	Trading Venue	Transaction Reference Number
23 September 2026 08:02:21	1,460	303.0000	XLON	1526466412022541
23 September 2026 08:04:55	2,885	307.5000	XLON	1526466412023041
23 September 2026 08:09:01	2,613	307.5000	XLON	1526466412024211
23 September 2026 08:17:43	2,615	306.0000	XLON	1526466412025766
23 September 2026 08:17:43	21	305.0000	XLON	1526466412025769
23 September 2026 08:17:43	978	306.0000	XLON	1526466412025770
23 September 2026 08:17:43	124	306.0000	XLON	1526466412025771
23 September 2026 13:07:30	1,120	310.0000	XLON	1526466412052622
23 September 2026 14:52:47	372	308.0000	XLON	1526466412067856
23 September 2026 15:51:17	350	308.5000	XLON	1526466412083004
23 September 2026 15:51:17	382	308.5000	XLON	1526466412083008
23 September 2026 16:09:15	63	308.0000	XLON	1526466412088311
23 September 2026 16:22:10	500	310.0000	XLON	1526466412091691
23 September 2026 16:22:10	73	310.0000	XLON	1526466412091692
23 September 2026 16:22:10	1,757	310.0000	XLON	1526466412091693
23 September 2026 16:22:10	816	309.5000	XLON	1526466412091702

Enquiries:

SThree Plc
Timo Lehne, CEO	via Alma
Damian Fehrenberg, Interim CFO
Charlie Hildesley, Investor Relations Manager
Alma Strategic Communications	[phone]
Rebecca Sanders-Hewett	[e-mail]
Hilary Buchanan
Sam Modlin
Rose Docherty

 

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