Transaction in Own Shares & Rule 2.9 Announcement

SThree plc

20 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:	19 October 2026
Number of Ordinary Shares purchased:	15,625
Lowest price per share (pence):	311.0000
Highest price per share (pence):	323.5000
Weighted average price per day (pence):	319.8712

The Company intends to cancel the purchased ordinary shares.

Following execution of the above purchases, SThree has purchased a total of 6,315,979 ordinary shares since the commencement of the buyback programme and will have 121,571,320 ordinary shares in issue. There are 35,767 ordinary shares held in treasury. The total voting rights in the Company are therefore 121,535,553 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 121,535,553 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	319.8712	15,625	311.0000	323.5000

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
19 October 2026 08:05:47	159	314.5000	XLON	1542546769579402
19 October 2026 08:05:47	805	314.5000	XLON	1542546769579403
19 October 2026 10:37:40	267	320.5000	XLON	1542546769596336
19 October 2026 10:45:37	1,849	321.5000	XLON	1542546769596940
19 October 2026 10:45:37	670	321.5000	XLON	1542546769596942
19 October 2026 10:59:20	1,812	321.5000	XLON	1542546769598085
19 October 2026 11:04:47	1,116	322.0000	XLON	1542546769598500
19 October 2026 11:31:04	1,708	323.5000	XLON	1542546769599983
19 October 2026 11:31:04	1,669	323.5000	XLON	1542546769599984
19 October 2026 11:40:06	129	322.5000	XLON	1542546769601165
19 October 2026 11:48:28	267	322.5000	XLON	1542546769601806
19 October 2026 11:48:28	315	322.5000	XLON	1542546769601809
19 October 2026 11:52:35	119	320.5000	XLON	1542546769602107
19 October 2026 11:53:52	638	320.5000	XLON	1542546769602194
19 October 2026 11:55:02	566	320.5000	XLON	1542546769602368
19 October 2026 12:40:18	107	317.5000	XLON	1542546769605484
19 October 2026 12:40:18	557	317.5000	XLON	1542546769605485
19 October 2026 12:40:18	245	318.0000	XLON	1542546769605486
19 October 2026 12:44:41	470	316.0000	XLON	1542546769605792
19 October 2026 13:54:03	309	315.5000	XLON	1542546769612280
19 October 2026 14:01:10	267	315.0000	XLON	1542546769612948
19 October 2026 14:16:27	243	312.0000	XLON	1542546769614522
19 October 2026 14:22:53	287	312.0000	XLON	1542546769615267
19 October 2026 14:22:53	623	312.0000	XLON	1542546769615268
19 October 2026 14:50:51	428	311.0000	XLON	1542546769625549

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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