Transaction in Own Shares & Rule 2.9 Announcement

SThree plc

29 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:	28 October 2026
Number of Ordinary Shares purchased:	9,834
Lowest price per share (pence):	303.0000
Highest price per share (pence):	311.5000
Weighted average price per day (pence):	307.8009

The Company intends to cancel the purchased ordinary shares.

Following execution of the above purchases, SThree has purchased a total of 6,416,559 ordinary shares since the commencement of the buyback programme and will have 121,470,740 ordinary shares in issue. There are 35,767 ordinary shares held in treasury. The total voting rights in the Company are therefore 121,434,973 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 121,434,973 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	307.8009	9,834	303.0000	311.5000

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
28 October 2026 08:05:02	1,470	311.5000	XLON	1548138816997943
28 October 2026 08:05:02	395	311.5000	XLON	1548138816997945
28 October 2026 08:24:37	269	307.0000	XLON	1548138817000126
28 October 2026 08:28:22	202	307.0000	XLON	1548138817000442
28 October 2026 09:28:29	624	309.5000	XLON	1548138817005229
28 October 2026 10:15:23	36	308.0000	XLON	1548138817009045
28 October 2026 10:46:37	277	308.0000	XLON	1548138817011349
28 October 2026 10:56:48	1,454	309.5000	XLON	1548138817012236
28 October 2026 10:56:48	398	309.5000	XLON	1548138817012239
28 October 2026 14:34:56	360	307.0000	XLON	1548138817041826
28 October 2026 14:34:56	588	307.0000	XLON	1548138817041831
28 October 2026 14:35:03	310	306.5000	XLON	1548138817041857
28 October 2026 15:16:31	900	305.5000	XLON	1548138817049417
28 October 2026 15:29:53	25	305.5000	XLON	1548138817052833
28 October 2026 15:33:09	290	305.5000	XLON	1548138817053552
28 October 2026 15:48:44	606	306.0000	XLON	1548138817056464
28 October 2026 15:48:44	271	306.0000	XLON	1548138817056466
28 October 2026 15:58:53	288	305.0000	XLON	1548138817058460
28 October 2026 15:58:53	13	305.0000	XLON	1548138817058461
28 October 2026 16:11:40	284	304.5000	XLON	1548138817061462
28 October 2026 16:11:40	34	304.5000	XLON	1548138817061463
28 October 2026 16:17:00	384	303.5000	XLON	1548138817062770
28 October 2026 16:26:38	356	303.0000	XLON	1548138817065062

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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