SThree : Resolutions passed at AGM

About this update from Sthree Plc

Company Number: 3805979 STHREE PLC (the "Company") At the Annual General Meeting of SThree Plc, held on 29 April 2026 at 11:00am, the following Resolutions were duly passed: ORDINARY RESOLUTION Resolution 15 - Directors' authority to allot securities THAT, pursuant to section 551 of the Companies Act 2006, the Directors be and are generally and unconditionally authorised to exercise all powers of the Company to allot shares in the Company or to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £425,897 provided that (unless previously revoked, varied or renewed) this authority shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or on 28 July 2027 (whichever is the earlier), save that the Company may make an offer or agreement before this authority expires which would or might require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after this authority expires and the Directors may allot shares or grant such rights pursuant to any such offer or agreement as if this authority had not expired. This authority is in substitution for all existing authorities under section 551 of the Companies Act 2006 (which, to the extent unused at the date of this resolution, are revoked with immediate effect). SPECIAL RESOLUTIONS Resolution 17 - Authority to call a General Meeting with no less than 14 clear days' notice THAT a General Meeting (other than an Annual General Meeting) may be called on not less than 14 clear days' notice. Resolution 18 - General disapplication of pre-emption rights THAT, if Resolution 15 is passed, in substitution for all subsisting authorities, the Directors be and are generally authorised to allot equity securities (within the meaning of section 560 of the Companies Act 2006) for cash, pursuant to the authority granted by Resolution 15 and/ or to sell ordinary shares of the Company held as treasury shares for cash, in each case as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority shall be limited to: (i) the allotment of equity securities or sale of treasury shares for cash in connection with an offer or issue of, or invitation to apply for, equity securities: (a) to ordinary shareholders in proportion (as nearly as practicable) to their existing holdings; and (b) to holders of other equity securities in the capital of the Company, as required by the rights of those securities or, subject to such rights, as the Directors otherwise consider necessary; (ii) the allotment of equity securities or sale of treasury shares (otherwise than under paragraph 18 (i) above) up to a nominal amount of £127,804; and such authority to expire at the end of the next Annual General Meeting of the Company or, if earlier, at close of business on 28 July 2027, but in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired. Resolution 19 - Additional disapplication of pre-emption rights THAT, if Resolution 15 is passed, and in addition to any authority granted under Resolution 18, to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority be: (i) limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £127,804; and (ii) used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the Board of the Company determines to be either an acquisition or a specified capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice, such authority to expire at the end of the next Annual General Meeting of the Company or, if earlier, at the close of business on 28 July 2027 but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired. Resolution 20 - Authority to purchase own shares THAT the Company be generally and unconditionally authorised for the purposes of Section 701 of the Companies Act 2006 to make market purchases, as defined in Section 693 of that Act, of ordinary shares of 1p each in the capital of the Company on such terms and in such manner as the Directors may from time to time determine, provided that: (a) the maximum aggregate number of ordinary shares that may be purchased is 12,769,203; (b) the minimum price (exclusive of expenses) which may be paid for each ordinary share is 1p; (c) the maximum price (exclusive of expenses) that may be paid for each ordinary share is the higher of: (i) an amount equal to 105% of the average of the middle market quotations of an ordinary share in the Company, as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the purchase is made; and (ii) the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the trading venue where the purchase is carried out; and (d) this authority shall, unless previously varied, revoked or renewed, expire on 28 July 2027 or, if earlier, at the conclusion of the Company's Annual General Meeting in 2027, save that the Company shall be entitled under such authority to make at any time before such expiry any contract to purchase its own shares which will or might be executed wholly or partly after such expiry.

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