author: "Uwazuruonye-Richards, Naomi"
date: 2025-04-29 12:36:00+00:00
processor: python-docx+mammoth
status: success
STHREE PLC
(the “Company”)
At a General Meeting of SThree Plc, held on 1 October 2025 at 11:00am, the following Resolution was duly passed as a special resolution of the Company:
SPECIAL RESOLUTION
- THAT:
- in relation to certain dividends paid by the Company in the financial year ending 30 November 2025:
- the Company hereby ratifies and confirms:
- the payment of 5.1 pence per ordinary share each in the capital of the Company (an "ordinary share") by way of interim dividend paid on 6 December 2024 and authorises the appropriation (by reference to the record date of such dividend), for the purposes of the preparation of the Company's financial statements for the financial year ending 30 November 2025, of the distributable profits of the Company to the payment of such interim dividend and the resulting entry for the distributable profits of the Company in such financial statements;
- the payment of 9.2 pence per ordinary share by way of final dividend paid on 6 June 2025 and authorises the appropriation (by reference to the record date of such dividend), for the purposes of the preparation of the Company's financial statements for the financial year ending 30 November 2025, of the distributable profits of the Company to the payment of such final dividend and the resulting entry for the distributable profits of the Company in such financial statements
(the dividends referred to in sub-paragraphs (a)(i) and (ii) above together being the "Dividends" and each being a "Dividend");
- any and all claims which the Company has or may have in respect of the payment of the Dividends against its shareholders who appeared on the register of shareholders on the record date for each Dividend be released and waived, and that a deed of release in favour of such shareholders be entered into by the Company in the form produced to the General Meeting and initialled by the Chair for the purposes of identification; and
- any distribution involved in the giving of any such release in relation to the Dividends be made out of the distributable profits of the Company appropriated to each Dividend by reference to a record date identical to the record date for such Dividend;
- in relation to the Company's purchases of its ordinary shares during the period commencing on 19 December 2024 and ending 15 May 2025 (the "Buy-backs"):
- the Company hereby ratifies and confirms the making of payments in relation to such purchases and the entry in the accounts of the Company for the financial year ended 30 November 2025 whereby distributable profits of the Company were appropriated to such payments;
- the Company hereby ratifies and confirms the transfer of the amount equivalent to the nominal value of the ordinary shares purportedly purchased pursuant to the Buy-backs from the Company's share capital to the capital redemption reserve;
- the Company be and is hereby authorised for the purposes of section 694 of the Companies Act 2006 (the "Act") to make off-market purchases (within the meaning of section 693(2) - 13 - of the Act) of, in aggregate, 7,779,335 ordinary shares in accordance with the terms of the proposed buy- back deeds to be entered into between the Company and each of Investec Bank plc ("Investec") and Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg", and together with Investec, the "Brokers"), in the form produced to the General Meeting and initialled by the Chair for the purposes of identification, in each case for the consideration of £1 payable by the Company to the relevant Broker (the "Buy-back Deeds"), such authority to expire at the conclusion of the next annual general meeting of the Company or, if earlier, on 28 July 2026 (unless renewed, varied or revoked by the Company prior to or on that date);
- any and all claims which the Company has or may have in respect of payments made for the Buy-backs (including any related applicable interest) against each of the Brokers be released and waived in accordance with the Buy-back Deeds; and
- any distribution involved in the giving of any such release to the Brokers pursuant to the terms of the Buy-back Deeds in relation to the Buy-backs be made out of the distributable profits of the Company appropriated to each Buy-back by reference to a payment date identical to the payment date for such Buy-back; and
- any and all claims which the Company has or may have against its directors (whether past or present) arising out of or in connection with:
- the payment of the Dividends; and
- the Buy-backs,
be released and waived and that a deed of release in favour of such persons be entered into by the Company in the form produced to the General Meeting and initialled by the Chair for the purposes of identification.