Transaction in Own Shares & Rule 2.9 Announcement

SThree plc

26 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:	23 October 2026
Number of Ordinary Shares purchased:	16,936
Lowest price per share (pence):	289.0000
Highest price per share (pence):	296.0000
Weighted average price per day (pence):	295.0788

The Company intends to cancel the purchased ordinary shares.

Following execution of the above purchases, SThree has purchased a total of 6,382,338 ordinary shares since the commencement of the buyback programme and will have 121,504,961 ordinary shares in issue. There are 35,767 ordinary shares held in treasury. The total voting rights in the Company are therefore 121,469,194 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 121,469,194ordinary 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	295.0788	16,936	289.0000	296.0000

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 October 2026 08:52:29	957	290.5000	XLON	1545020670747650
23 October 2026 08:58:46	286	290.0000	XLON	1545020670748315
23 October 2026 09:14:49	66	289.0000	XLON	1545020670749924
23 October 2026 11:30:42	398	291.5000	XLON	1545020670763042
23 October 2026 12:21:04	54	292.5000	XLON	1545020670767663
23 October 2026 13:20:45	256	295.5000	XLON	1545020670773496
23 October 2026 13:20:45	450	295.5000	XLON	1545020670773495
23 October 2026 13:20:45	58	295.5000	XLON	1545020670773494
23 October 2026 13:20:46	153	295.5000	XLON	1545020670773498
23 October 2026 13:20:46	2,000	295.5000	XLON	1545020670773499
23 October 2026 13:20:46	2,000	295.5000	XLON	1545020670773500
23 October 2026 13:20:46	83	295.5000	XLON	1545020670773502
23 October 2026 13:28:51	1,299	296.0000	XLON	1545020670774315
23 October 2026 13:35:39	368	295.0000	XLON	1545020670775177
23 October 2026 13:38:03	130	295.0000	XLON	1545020670775391
23 October 2026 13:53:42	192	294.5000	XLON	1545020670777196
23 October 2026 14:39:05	195	295.0000	XLON	1545020670786672
23 October 2026 14:41:50	178	294.5000	XLON	1545020670787526
23 October 2026 15:01:39	102	294.0000	XLON	1545020670792346
23 October 2026 15:14:38	173	293.5000	XLON	1545020670795622
23 October 2026 15:44:31	494	294.0000	XLON	1545020670803296
23 October 2026 16:03:53	2,000	296.0000	XLON	1545020670809736
23 October 2026 16:03:53	417	296.0000	XLON	1545020670809737
23 October 2026 16:03:53	417	296.0000	XLON	1545020670809738
23 October 2026 16:03:53	700	296.0000	XLON	1545020670809740
23 October 2026 16:03:53	466	296.0000	XLON	1545020670809743
23 October 2026 16:03:53	1,008	296.0000	XLON	1545020670809746
23 October 2026 16:03:53	795	296.0000	XLON	1545020670809747
23 October 2026 16:03:53	434	296.0000	XLON	1545020670809753
23 October 2026 16:08:19	424	295.0000	XLON	1545020670811314
23 October 2026 16:08:19	383	295.0000	XLON	1545020670811315

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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