SThree PLC

AGM Information • Apr 28, 2021

Companies Act 2006 Company Limited by Shares

STHREE PLC

("the Company")

At the Annual General Meeting of SThree plc, held on 22 April 2021 at 11.30am, the following Resolutions were duly passed:

Resolution 13

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 £442,745.39 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 22 July 2022 (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 14

THAT a General Meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice.

Resolution 15

THAT, subject to the passing of resolution 13 and pursuant to sections 570 and 573 of the Companies Act 2006, the Directors be and are generally empowered to allot equity securities (within the meaning of section 560 of the Companies Act 2006) for cash pursuant to the authority granted by resolution 13 and to sell ordinary shares held by the Company as treasury shares for cash as if section 561(1) of the Companies Act 2006 did not apply to any such allotment or sale, provided that this power shall be limited to the allotment of equity securities or sale of treasury shares:

15.1 in connection with an offer of equity securities (whether by way of a rights issue, open offer or otherwise):

15.1.1 to holders of ordinary shares in the capital of the Company in proportion (as nearly as practicable) to the respective numbers of ordinary shares held by them; and

15.1.2 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, but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or any legal or practical problems under the laws of any territory or the requirements of any regulatory body or stock exchange.

15.2 otherwise than pursuant to paragraph 15.1 of this resolution, up to an aggregate nominal amount of £66,478.29, and (unless previously revoked, varied or renewed) this power shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or on 22 July 2022 (whichever is the earlier), save that the Company may make an offer or agreement before this power expires which would or might require equity securities to be allotted or treasury shares to be sold for cash after this power expires and the Directors may allot equity securities or sell treasury shares for cash pursuant to any such offer or agreement as if this power had not expired. This power is in substitution for all existing powers under sections 570 and 573 of the Companies Act 2006 (which, to the extent unused at the date of this resolution, are revoked with immediate effect).

Resolution 16

THAT the Company be and is hereby unconditionally and generally 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 and where such shares are held in treasury, the Company may use them for the purpose of its employees' share schemes or other incentive arrangements, provided that:

(a) the maximum number of ordinary shares that may be purchased is 13,299,234

(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 shall be no more than the higher of:

(i) the amount equal to 105% of the average of the middle market quotations of the ordinary shares as derived from the London Stock Exchange Daily Official list for the five business days immediately preceding the day on which such ordinary share is contracted to be purchased; and

(ii) the higher of the price of the last independent trade and the highest current bid as stipulated by Article 5(1) of Commission Regulation (EC) 22 December 2003 implementing the Market Abuse Directive as regards exemptions for buy-back programmes and stabilisation of financial instruments (No 2273/2003); and

(d) this authority shall, unless previously varied, revoked or renewed, expire on 22 July 2022 or, if earlier, at the conclusion of the Company's Annual General Meeting in 2022, 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.

…………………………….

Steve Hornbuckle Group Company Secretary, SThree plc