Transaction in Own Shares & Rule 2.9 Announcement

SThree plc

19 October 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:	16 October 2026
Number of Ordinary Shares purchased:	15,688
Lowest price per share (pence):	317.5000
Highest price per share (pence):	321.0000
Weighted average price per day (pence):	318.6971

The Company intends to cancel the purchased ordinary shares.

Following execution of the above purchases, SThree has purchased a total of 6,300,354 ordinary shares since the commencement of the buyback programme and will have 121,586,945 ordinary shares in issue. There are 35,767 ordinary shares held in treasury. The total voting rights in the Company are therefore 121,551,178 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 121,551,178 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	318.6971	15,688	317.5000	321.0000

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
16 October 2026 08:26:39	19	317.5000	XLON	1540691343710187
16 October 2026 08:41:02	322	318.0000	XLON	1540691343711808
16 October 2026 10:55:17	52	319.0000	XLON	1540691343726614
16 October 2026 12:28:55	52	318.5000	XLON	1540691343733802
16 October 2026 14:32:32	1,757	321.0000	XLON	1540691343746788
16 October 2026 14:32:32	575	321.0000	XLON	1540691343746789
16 October 2026 14:34:41	73	318.5000	XLON	1540691343747715
16 October 2026 14:36:03	57	318.5000	XLON	1540691343748372
16 October 2026 14:36:25	67	318.5000	XLON	1540691343748582
16 October 2026 14:36:51	67	318.5000	XLON	1540691343748731
16 October 2026 14:37:28	67	318.5000	XLON	1540691343748974
16 October 2026 14:38:16	99	318.5000	XLON	1540691343749332
16 October 2026 14:49:48	11	318.5000	XLON	1540691343752080
16 October 2026 14:49:48	27	318.5000	XLON	1540691343752081
16 October 2026 14:49:48	14	318.5000	XLON	1540691343752082
16 October 2026 14:53:10	8	318.5000	XLON	1540691343752857
16 October 2026 14:53:10	31	318.5000	XLON	1540691343752858
16 October 2026 14:55:23	12	318.5000	XLON	1540691343753423
16 October 2026 14:55:23	13	318.5000	XLON	1540691343753424
16 October 2026 14:56:56	8	318.5000	XLON	1540691343753846
16 October 2026 14:56:56	8	318.5000	XLON	1540691343753847
16 October 2026 14:58:40	8	318.5000	XLON	1540691343754202
16 October 2026 14:58:40	4	318.5000	XLON	1540691343754203
16 October 2026 14:59:18	8	318.5000	XLON	1540691343754361
16 October 2026 14:59:18	1	318.5000	XLON	1540691343754362
16 October 2026 14:59:31	12	318.5000	XLON	1540691343754391
16 October 2026 15:06:54	556	318.5000	XLON	1540691343756485
16 October 2026 15:06:54	849	318.5000	XLON	1540691343756486
16 October 2026 15:06:54	556	318.5000	XLON	1540691343756491
16 October 2026 15:06:54	2,000	318.5000	XLON	1540691343756492
16 October 2026 15:06:54	444	318.5000	XLON	1540691343756493
16 October 2026 15:06:54	641	318.5000	XLON	1540691343756498
16 October 2026 15:15:17	1,586	318.5000	XLON	1540691343758874
16 October 2026 15:22:16	608	318.0000	XLON	1540691343761161
16 October 2026 16:08:01	1,599	318.0000	XLON	1540691343771968
16 October 2026 16:08:01	2,000	318.0000	XLON	1540691343771969
16 October 2026 16:08:01	1,079	318.0000	XLON	1540691343771970
16 October 2026 16:18:51	118	319.0000	XLON	1540691343775110
16 October 2026 16:18:51	280	318.5000	XLON	1540691343775122

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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