Transaction in Own Shares & Rule 2.9 Announcement

SThree plc

23 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:	22 October 2026
Number of Ordinary Shares purchased:	16,816
Lowest price per share (pence):	290.0000
Highest price per share (pence):	310.5000
Weighted average price per day (pence):	297.1080

The Company intends to cancel the purchased ordinary shares.

Following execution of the above purchases, SThree has purchased a total of 6,365,402 ordinary shares since the commencement of the buyback programme and will have 121,521,897 ordinary shares in issue. There are 35,767 ordinary shares held in treasury. The total voting rights in the Company are therefore 121,486,130 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 121,486,130 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	297.1080	16,816	290.0000	310.5000

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
22 October 2026 08:04:30	904	310.5000	XLON	1544402195450996
22 October 2026 08:04:37	315	309.5000	XLON	1544402195451007
22 October 2026 08:04:37	117	309.5000	XLON	1544402195451008
22 October 2026 08:06:59	600	309.0000	XLON	1544402195451611
22 October 2026 08:06:59	497	309.0000	XLON	1544402195451612
22 October 2026 09:51:34	320	297.5000	XLON	1544402195463818
22 October 2026 09:52:48	323	296.0000	XLON	1544402195463940
22 October 2026 13:57:37	2,000	295.5000	XLON	1544402195483380
22 October 2026 13:57:37	2,000	295.5000	XLON	1544402195483383
22 October 2026 13:57:37	899	295.5000	XLON	1544402195483384
22 October 2026 13:57:37	191	295.5000	XLON	1544402195483385
22 October 2026 13:57:38	910	295.5000	XLON	1544402195483388
22 October 2026 13:57:38	953	295.5000	XLON	1544402195483390
22 October 2026 13:57:38	47	295.5000	XLON	1544402195483391
22 October 2026 13:57:38	317	294.5000	XLON	1544402195483393
22 October 2026 14:22:42	1,324	292.0000	XLON	1544402195485708
22 October 2026 14:23:07	7	290.5000	XLON	1544402195485775
22 October 2026 15:06:43	410	290.5000	XLON	1544402195497965
22 October 2026 15:06:44	40	290.0000	XLON	1544402195497972
22 October 2026 15:08:41	285	293.0000	XLON	1544402195498331
22 October 2026 15:09:10	630	292.5000	XLON	1544402195498411
22 October 2026 15:14:37	1,859	297.0000	XLON	1544402195499666
22 October 2026 15:14:37	677	296.5000	XLON	1544402195499670
22 October 2026 15:34:47	790	294.0000	XLON	1544402195504723
22 October 2026 15:34:47	390	294.0000	XLON	1544402195504726
22 October 2026 15:34:47	11	294.0000	XLON	1544402195504727

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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