SThree PLC — Proxy Solicitation & Information Statement 2018

Feb 26, 2018

Form of Proxy for use

s|three

at the Annual General Meeting 2018

I/We hereby appoint the Chairman of the meeting, or the following person _____ as my/our proxy to attend and, on a poll, to vote for me/us and on my/our behalf at the Annual General Meeting of SThree plc (the "Company") to be held on 26 April 2018, and at any adjournment thereof.

I/we direct that my/our vote(s) be cast on the Resolutions as indicated by the 'X'.

Resolution	For	Against	Withheld
1. To receive the audited accounts for the financial year ended 30 November 2017
2. To approve the dividend for the financial year ended 30 November 2017
3. To approve the Directors' Remuneration Report for the financial year ended 30 November 2017
4. To re-elect Gary Elden as a Director
5. To re-elect Alex Smith as a Director
6. To re-elect Justin Hughes as a Director
7. To re-elect Anne Fahy as a Director
8. To elect James Bilefield as a Director
9. To elect Barrie Brien as a Director
10. To re-elect Denise Collis as a Director
11. To re-appoint PricewaterhouseCoopers LLP as Auditors
12. To authorise the Directors to determine the Auditors' remuneration
13. To authorise the Company to make political donations and incur political expenditure
14. To approve offers of minority interests in certain subsidiaries of the Company
15. To approve the SAYE Scheme
16. To approve the SIP
17. To authorise the Directors to allot shares
18. To authorise the Company to call General Meetings, other than an Annual General meeting on not less than 14 days' notice (Special Resolution)
19. To authorise the Directors to disapply statutory pre-emption rights (Special Resolution)
20. To authorise the Company to purchase its own shares (Special Resolution)
21. To amend the Company's articles of association (Special Resolution)

Signature ____
Date ____

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Notes

1. To appoint as a proxy a person other than the Chairman of the meeting insert the full name in the space provided. A proxy need not be a member of the Company. You can also appoint more than one proxy provided each proxy is appointed to exercise the rights attached to a different share or shares held by you. The following options are available:

(a) To appoint the Chairman as your sole proxy in respect of all your shares, simply fill in any voting instructions in the appropriate box and sign and date the Form of Proxy.

(b) To appoint a person other than the Chairman as your sole proxy in respect of all your shares, delete the words 'the Chairman of the meeting (or)' and insert the name of your proxy in the spaces provided. Then fill in any voting instructions in the appropriate box and sign and date the Form of Proxy.

(c) To appoint more than one proxy, you may photocopy this form. Please indicate the proxy holder's name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate if the proxy instruction is one of multiple instructions being given. If you wish to appoint the Chairman as one of your multiple proxies, simply write 'the Chairman of the Meeting'. All forms must be signed and should be returned together in the same envelope.

1. Unless otherwise indicated the proxy will vote as he thinks fit or, at his discretion, abstain from voting.

2. The Form of Proxy can be hand delivered to Link Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU during usual business hours accompanied by any Power of attorney under which it is executed (if applicable) no later than 48 hours before the time set for the meeting), or to the address as detailed in note 10 below.

3. A corporation must execute the Form of Proxy under either its common seal or the hand of a duly authorised officer or attorney.

4. In the case of joint holders, the signature of any one holder will be sufficient, but the names of the joint holders should be stated. The vote of the senior joint holder (according to the order in which the names stand in the register in respect of the holding) who tenders a vote in person or by proxy shall be accepted to the exclusion of the vote of the other joint holder(s).

5. The Form of Proxy is for use in respect of the shareholder account specified above only and should not be amended or submitted in respect of a different account.

6. The 'Vote Withheld' option is to enable you to abstain on any particular resolution. Such a vote is not a vote in law and will not be counted in the votes 'For' and 'Against' a resolution.

7. Shares held in uncertificated form (i.e. in CREST) may be voted through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST manual. (Shareholders wishing to vote online should visit www.signalshares.com and follow the instructions.)

8. Completion and return of the Form of Proxy will not preclude you from attending and voting in person at the Meeting should you subsequently decide to do so.

9. Please return your signed proxy form in a sealed envelope to FREEPOST LINK PXS (this is all you need to write on the envelope, no further address details are required)

10. To further reduce the environmental impact, we will be removing paper from the voting process for future meetings in favour of a quicker and more secure method of voting online via our registrars' website. You can however request a paper proxy if you wish from our registrars at the appropriate time.