Transaction in Own Shares & Rule 2.9 Announcement

SThree plc

28 September 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:	25 September 2026
Number of Ordinary Shares purchased:	16,533
Lowest price per share (pence):	300.0000
Highest price per share (pence):	306.5000
Weighted average price per day (pence):	302.1699

The Company intends to cancel the purchased ordinary shares.

Following execution of the above purchases, SThree has purchased a total of 6,056,990 ordinary shares since the commencement of the buyback programme and will have 121,830,309 ordinary shares in issue. There are 35,767 ordinary shares held in treasury. The total voting rights in the Company are therefore 121,794,542 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 121,794,542 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	302.1699	16,533	300.0000	306.5000

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
25 September 2026 10:33:16	1,402	306.5000	XLON	1527703362620211
25 September 2026 10:33:21	282	306.0000	XLON	1527703362620229
25 September 2026 11:17:58	532	304.5000	XLON	1527703362623317
25 September 2026 11:45:09	289	302.5000	XLON	1527703362624929
25 September 2026 11:45:12	616	302.5000	XLON	1527703362624934
25 September 2026 11:46:09	496	302.0000	XLON	1527703362624978
25 September 2026 12:38:57	435	301.5000	XLON	1527703362628610
25 September 2026 13:37:06	1,278	303.0000	XLON	1527703362632122
25 September 2026 14:36:56	419	301.5000	XLON	1527703362639206
25 September 2026 15:05:14	961	301.0000	XLON	1527703362644958
25 September 2026 15:06:49	43	301.0000	XLON	1527703362645347
25 September 2026 15:06:49	195	301.0000	XLON	1527703362645348
25 September 2026 15:06:49	13	301.0000	XLON	1527703362645349
25 September 2026 15:06:50	2,000	301.0000	XLON	1527703362645350
25 September 2026 15:06:52	1,009	301.0000	XLON	1527703362645356
25 September 2026 15:14:34	1,866	301.5000	XLON	1527703362646706
25 September 2026 15:14:34	313	301.5000	XLON	1527703362646708
25 September 2026 15:14:34	135	301.0000	XLON	1527703362646709
25 September 2026 15:45:40	1,842	302.0000	XLON	1527703362651714
25 September 2026 15:45:40	174	302.0000	XLON	1527703362651715
25 September 2026 15:45:40	649	302.0000	XLON	1527703362651716
25 September 2026 15:45:41	676	302.0000	XLON	1527703362651717
25 September 2026 15:48:28	908	300.0000	XLON	1527703362652340

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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