Transaction in Own Shares & Rule 2.9 Announcement

SThree plc

15 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:	14 October 2026
Number of Ordinary Shares purchased:	15,955
Lowest price per share (pence):	308.5000
Highest price per share (pence):	316.0000
Weighted average price per day (pence):	313.3501

The Company intends to cancel the purchased ordinary shares.

Following execution of the above purchases, SThree has purchased a total of 6,268,872 ordinary shares since the commencement of the buyback programme and will have 121,618,427 ordinary shares in issue. There are 35,767 ordinary shares held in treasury. The total voting rights in the Company are therefore 121,582,660 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 121,582,660 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	313.3501	15,955	308.5000	316.0000

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
14 October 2026 08:30:32	1,502	310.5000	XLON	1539454393129336
14 October 2026 08:42:42	2,321	310.0000	XLON	1539454393130470
14 October 2026 08:42:42	1,794	309.5000	XLON	1539454393130473
14 October 2026 08:42:42	134	309.5000	XLON	1539454393130474
14 October 2026 08:42:47	272	308.5000	XLON	1539454393130497
14 October 2026 09:29:56	35	312.0000	XLON	1539454393134897
14 October 2026 09:30:30	133	312.0000	XLON	1539454393134926
14 October 2026 10:05:28	216	315.0000	XLON	1539454393137715
14 October 2026 10:18:08	217	315.0000	XLON	1539454393138738
14 October 2026 10:51:32	217	315.0000	XLON	1539454393140844
14 October 2026 11:31:42	217	315.0000	XLON	1539454393143489
14 October 2026 12:53:37	1,213	316.0000	XLON	1539454393149891
14 October 2026 12:53:37	787	316.0000	XLON	1539454393149892
14 October 2026 12:53:37	787	316.0000	XLON	1539454393149893
14 October 2026 12:53:37	12	316.0000	XLON	1539454393149894
14 October 2026 12:53:37	201	316.0000	XLON	1539454393149895
14 October 2026 12:54:09	535	315.0000	XLON	1539454393149929
14 October 2026 12:54:34	1,611	315.0000	XLON	1539454393149965
14 October 2026 13:38:09	1,702	315.0000	XLON	1539454393155359
14 October 2026 14:21:01	1,582	316.0000	XLON	1539454393160804
14 October 2026 14:21:01	40	316.0000	XLON	1539454393160807
14 October 2026 14:21:01	294	316.0000	XLON	1539454393160808
14 October 2026 15:01:18	133	315.0000	XLON	1539454393173037

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

 

END