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SThree PLC — Proxy Solicitation & Information Statement 2026
Mar 9, 2026
4842_agm-r_2026-03-09_b4910963-f68f-428c-96f2-6eacb066504e.pdf
Proxy Solicitation & Information Statement
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s|three
NOTICE OF ANNUAL GENERAL MEETING
WEDNESDAY, 29 APRIL 2026
This document is important and requires your immediate attention.
If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional advisor authorised pursuant to the Financial Services And Markets Act 2000 if you are in the United Kingdom or, if not, another appropriately authorised individual immediately.
If you have sold or transferred all of your shares please send this document, together with the other accompanying documents, at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Registered Office
Level 16,
8 Bishopsgate,
London,
EC2N 4BQ
Registered in England No. 3805979
23 February 2026
Dear Shareholder
Notice of annual general meeting
I am pleased to inform you that our 2026 Annual General Meeting ("AGM") is to be held at Level 16, 8 Bishopsgate, London, EC2N 4BQ on Wednesday, 29 April at 11:00 am. The formal notice of the AGM, particulars of the resolutions on which you can vote, and details of the administrative arrangements are set out in this circular.
Shareholders are welcome to attend the AGM in person; should you wish to do so please notify the Company Secretary on or before Friday, 24 April 2026 at [email protected]. This notification will facilitate access to the meeting and allow us to make appropriate arrangements; it does not affect your right to attend. If you are not able to come to the AGM in person, your vote is still important. As in the recent years, we will provide you with the means to vote electronically by submitting your vote online at www.investorcentre.co.uk/eproxy, using details which can be found in the email or letter that was sent advising you that this Notice of Meeting had been published.
Votes must be received by 11:00 am on Monday, 27 April 2026. Submission of a proxy appointment will not prevent you from attending and voting at the AGM in person should you wish to do so. In the event that you do require a hard copy proxy form, please contact our Registrars, Computershare, whose details can be found in the notes to the Notice of Meeting.
Your Directors believe that the proposed resolutions are in the best interests of the Company and its shareholders as a whole, and unanimously recommend you to vote in favour of all the resolutions set out in the attached notice, as they intend to do in respect of their own shareholdings.
Yours sincerely
James Bilefield
Chair
SThree plc
sthree.com
Notice is hereby given that an Annual General Meeting (“AGM”) of SThree plc will be held at Level 16, 8 Bishopsgate, London, EC2N 4BQ on Wednesday, 29 April 2026 at 11:00 am.
The AGM will be held to consider, and if thought fit, pass the following resolutions of which resolutions 1 to 16 (inclusive) will be proposed as ordinary resolutions, and resolutions 17 to 20 (inclusive) will be proposed as special resolutions.
Ordinary resolutions
Resolution 1 – Annual Report and Accounts
THAT the Company’s Annual Report & Financial Statements for the year ended 30 November 2025, together with the Directors’ Report, Strategic Report and Auditor’s Report thereon, be received.
Resolution 2 – Final Dividend
THAT a final dividend of 9.2 pence per ordinary share be declared and paid on 12 June 2026, to shareholders on the register of members as at the close of business on 15 May 2026.
Resolution 3 – Remuneration Report
THAT the Directors’ Remuneration Report for the year ended 30 November 2025, other than the part containing the Directors’ Remuneration Policy, as set out on pages 122 to 127 of the 2025 Annual Report and Financial Statements, be approved.
Resolution 4 – Remuneration Policy
THAT the Directors’ Remuneration Policy, as set out on pages 122 to 127 of the 2025 Annual Report and Financial Statements, be approved.
Election and Re-election of Directors
Resolution 5
THAT James Bilefield be re-elected as a Director of the Company.
Resolution 6
THAT Timo Lehne be re-elected as a Director of the Company.
Resolution 7
THAT Andrew Beach be re-elected as a Director of the Company.
Resolution 8
THAT Imogen Joss be re-elected as a Director of the Company.
Resolution 9
THAT Sanjeevan Bala be re-elected as a Director of the Company.
Resolution 10
THAT Paula Coughlan be elected as a Director of the Company.
Resolution 11
THAT Rosie Shapland be elected as a Director of the Company.
Auditor
Resolution 12
THAT Ernst & Young LLP be re-elected as Auditor of the Company to hold office until the conclusion of the next General Meeting at which accounts are laid.
Resolution 13
THAT the Audit & Risk Committee be authorised to determine the remuneration of the Auditor.
Resolution 14 – Political Donations
THAT:
in accordance with section 366 of the Companies Act 2006, the Company and all companies that are subsidiaries of the Company at any time during the period for which this resolution has effect are authorised to:
(a) make political donations to political parties, and/or independent election candidates not exceeding £50,000 in total;
(b) make political donations to political organisations other than political parties not exceeding £50,000 in total; and
(c) incur political expenditure not exceeding £50,000 in total,
provided that the aggregate amount of any such donations and expenditure shall not exceed £50,000 in total, during the period beginning with the date of the passing of this resolution and ending at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or, if earlier, at the close of business on 28 July 2027. For the purpose of this resolution the terms “political donations”, “political parties”, “independent election candidates”, “political organisations” and “political expenditure” have the meanings set out in sections 363 to 365 of the Companies Act 2006.
03
SThree plc
sthree.com
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).
Resolution 16 – Approval of SThree plc 2026 Long Term Incentive Plan
THAT, the rules of the SThree plc 2026 Long Term Incentive Plan (the "LTIP"), produced in draft to the meeting and a summary of the main provisions of which is set out in Appendix 1 to the Notice of Meeting dated 23 February 2026, be approved and the Directors be authorised to:
(i) do all such acts and things necessary to establish and give effect to the LTIP; and
(ii) establish schedules to, or further incentive plans based on, the LTIP but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any awards made under any such schedules or further plans are treated as counting against the limits on individual and overall participation in the LTIP.
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.
Authorities to disapply pre-emption rights
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.
05
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.
By order of the Board
Kate Danson
Chief Legal Officer & Company Secretary
Level 16,
8 Bishopsgate,
London,
EC2N 4BQ
Registered in England No. 3805979
23 February 2026
Notes
- A member is entitled to appoint another person as their proxy to exercise all or any of their rights to attend and to speak and vote at the Annual General Meeting. A proxy need not be a shareholder of the Company.
A shareholder may appoint more than one proxy in relation to the Annual General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder.
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Electronic Proxy Appointment Service – Shareholders should submit their proxy vote via www.investorcentre.co.uk/eproxy. Although the Company will no longer be providing a proxy form, you may request one from our registrar by calling Computershare, +44(0)370 707 1412. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 08.30–17:30, Monday to Friday, excluding public holidays in England and Wales.
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To be effective, the proxy vote must be submitted at www.investorcentre.co.uk/eproxy so as to have been received by the Company's registrars not less than 48 hours (excluding weekends and public holidays) before the time appointed for the meeting or any adjournment of it. You can appoint your proxy and register your voting instruction online by visiting www.investorcentre.co.uk/eproxy. You will require your Proxy Control Number, Shareholder Reference Number and Personal Identification Number, using details which can be found in the email or letter that was sent advising you that this Notice of Meeting had been published. Any power of attorney or other authority under which the proxy is submitted must be returned to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZZ United Kingdom.
If a proxy paper form is requested from the registrar, it should be completed and returned to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZZ United Kingdom, to be received not less than 48 hours before the time of the meeting.
- The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communications from the Company in accordance with section 146 of the Companies Act 2006 ("nominated persons"). Nominated persons may have a right under an agreement with the member who holds the shares on their behalf to be appointed (or to have someone else appointed) as a proxy.
Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights.
Holders of ordinary shares of 1p each in the capital of the Company ("ordinary shares") are entitled to attend and vote at General Meetings of the Company. On a poll vote every member who is present in person or by proxy has one vote for every ordinary share of which he is the holder.
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As at 23 February 2026 (being the latest practicable date before the publication of this Notice), the Company's issued share capital consists of 127,804,970 ordinary shares, carrying one vote each, including 35,767 shares held in SThree's treasury account. Therefore, the total voting rights in the Company as at 23 February 2026 is 127,769,203.
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CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the meeting (and any adjournment of the meeting) by following the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members (and those CREST members who have appointed a voting service provider) should refer to their CREST sponsor or voting service provider, who will be able to take the appropriate action on their behalf.
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In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & International Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual available via web address www.euroclear.com. The message (regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy) must, in order to be valid, be transmitted so as to be received by issuer's agent (ID 3RA50) by the latest time(s) for receipt of proxy appointments specified in Note 3 above. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to a proxy appointed through CREST should be communicated to him by other means.
SThree plc
sthree.com
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CREST members (and, where applicable, their CREST sponsors or voting service providers) should note that Euroclear UK & International Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members (and, where applicable, their CREST sponsors or voting service providers) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
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If you are an institutional investor you may also be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.
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The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5) (a) of the Uncertificated Securities Regulations 2001.
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Unless otherwise indicated on the Form of Proxy, CREST voting or any other electronic voting channel instruction, the proxy will vote as they think fit or, at their discretion, withhold from voting.
Explanatory notes to the resolutions
Resolutions 1 to 16 are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 17 to 20 are proposed as special resolutions. This means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.
Resolution 1: Reports and Accounts
The Directors of the Company must present the Annual Report & Financial Statements, together with the Directors' report, Strategic report, and Auditor's report, to the AGM.
Resolution 2: Payment of a Final Dividend
A final dividend can only be paid after the shareholders at a General Meeting have approved it. A final dividend of 9.2 pence per ordinary share is recommended by the Board for payment to shareholders on the register of members at the close of business on 15 May 2026. If approved, the date of payment of the final dividend will be 12 June 2026.
Resolution 3: Directors' Remuneration Report
Shareholders are invited to approve the Directors' Remuneration Report for the year ended 30 November 2025. This resolution is advisory and, as such, does not affect the actual remuneration paid to any individual Director. The Directors' Remuneration Report is set out in the 2025 Annual Report and Financial Statements on pages 117-139 and excludes the Remuneration Policy on pages 122-127.
Resolution 4: Directors' Remuneration Policy
Resolution 4 seeks shareholder approval of the Directors' Remuneration Policy which is set out on pages 122-127 of the 2025 Annual Report and Financial Statements. The vote on Resolution 4 is binding in nature and, if approved, the revised Directors' Remuneration Policy will take effect from the end of the AGM for a period of up to three years. Once the Directors' Remuneration Policy has been approved, the Company may not make a remuneration payment or payment for loss of office to a Director or former Director of the Company unless that payment is consistent with the approved Directors' Remuneration Policy, or has otherwise been approved by a shareholder resolution.
Resolutions 5 to 11: Election and Re-election of Directors
In accordance with the UK Corporate Governance Code and the Company's Articles of Association, all Directors are subject to election or annual re-election by shareholders.
The biographies of the Directors are set out in the 2025 Annual Report & Financial Statements.
Having considered the performance of and contribution made by each of the Directors standing for election or re-election, the Board remains satisfied that each of the relevant Directors performs effectively and demonstrates full commitment to their individual role, including the appropriate commitment of time for Board and Committee meetings and other duties required and, as such, recommends their re-election. Rosie Shapland, who has been appointed as a Non-Executive Director, joined the Board effective 27 November 2025. Therefore, her performance as a Director was not assessed in the formal evaluation process as this was completed before she joined the Board. Rosie brings extensive knowledge of accounting and financial reporting, risk management and governance. Her skill set and experience will both complement and further strengthen SThree's Board and as such the Board recommends her election.
07
SThree plc
sthree.com
Resolution 12 and 13: Re-election and Remuneration of the Auditor
These resolutions propose the re-election of Ernst & Young LLP ('EY') as the external Auditor of the Company and authorise the Audit & Risk Committee to set their remuneration. The Board, on the recommendation of the Audit & Risk Committee, recommends re-electing EY, as Auditor, to hold office until the next General Meeting at which the Annual Report & Financial Statements are laid.
Resolution 14: Authority to make donations to political organisations or to incur political expenditure
The Companies Act 2006 requires companies to obtain shareholders' authority for donations to registered political parties and other political organisations totalling more than £5,000 in any 12 month period, and for any political expenditure, subject to limited exceptions. The definition of donation in this context is very wide and extends to bodies such as those concerned with policy review, law reform and the representation of the business community. It could also include special interest groups, such as those involved with the environment, which the Company and its subsidiaries might wish to support, even though these activities are not designed to support or influence support for a particular party. It remains the policy of the Company not to make political donations or incur political expenditure, as those expressions are normally understood. However, the Directors consider that it is in the best interests of shareholders for the Company to participate in public debate and opinion forming on matters which affect its business. To avoid inadvertent infringement of the Companies Act 2006, the Directors are seeking shareholders' authority for the Company and its UK subsidiaries to make political donations and to incur political expenditure for the period from the date of the passing of this resolution to the earlier of the conclusion of the Company's AGM in 2027 or 15 months from the conclusion of the 2026 AGM, up to a maximum aggregate amount of £50,000.
Resolution 15: Directors' authority to allot securities
The Directors wish to renew the Company's authority to allot shares in the share capital of the Company. The Directors have no present intention to exercise this authority, however, it is considered prudent to maintain the flexibility that this authority provides. This resolution authorises the Directors to allot shares or grant rights to subscribe for or to convert any security into shares up to an aggregate nominal value of £425,897 until 28 July 2027 or, if earlier, up to the conclusion of the next Annual General Meeting of the Company in 2027. This amounts to approximately one third of the issued ordinary share capital of the Company (excluding treasury shares) as at 23 February 2025.
Resolution 16: Approval of SThree plc 2026 Long Term Incentive Plan
The Company wishes to obtain shareholder approval for the SThree plc 2026 Long Term Incentive Plan (the "LTIP").
The LTIP will replace the Company's existing long term incentive plan that was approved by shareholders in 2016 and is due to expire in April 2026. The Company is taking the opportunity, alongside the renewal of the Directors' Remuneration Policy this year (see Resolution 4), to update the documentation to reflect latest market and best practice. Recent revisions to investor guidelines in relation to remuneration have amended previous guidance that companies should limit the number of scheme awards granted under executive share plans and capable of being satisfied with new issue or treasury shares to 5% of the share capital in any rolling 10-year period. The updated guidelines retain the limit of 10% applicable to all share plans, including executive plans. As a result, and in line with the revised guidance, the Company has determined that the LTIP will be subject to a single overall plan limit for all company share plans, of 10% of the share capital in any rolling 10-year period. We operate our discretionary employee share plans widely across the business, in all our major jurisdictions. Whilst we are comfortable that we will remain well within the overall limit of 10% of issued share capital over any 10-year period for all employee share plans, the removal of the separate 5% limit for executive share plans will provide additional flexibility. No other material changes in the operation of the plan are proposed. The LTIP will be used for awards made after the date of the AGM (29 April 2026).
The main provisions of the LTIP are summarised in Appendix 1 to this Notice and Resolution 16 proposes the approval of this plan. The Resolution also gives the Directors the authority to establish schedules to the LTIP, or separate plans, that are commercially similar, for the purposes of granting awards to employees and executive directors who are based outside the UK. Any awards made under such schedules or separate plans will count towards the limits on individual and overall participation in the LTIP.
Resolution 17: Authority to call a General Meeting with no less than 14 clear days' notice
Under the Companies Act 2006, all general meetings must be held on 21 clear days' notice unless the shareholders approve a shorter notice period, subject to a minimum of 14 clear days. Annual general meetings must continue to be held on at least 21 clear days' notice. Resolution 17, proposed as a special resolution, seeks shareholder approval to call general meetings (other than an annual general meeting) on 14 clear days' notice and it is equivalent to the authority granted to the directors at last year's annual general meeting.
In order to allow for the shorter notice period, the Company will continue to make electronic voting available to all shareholders.
The shorter notice period would not be used as a matter of routine for general meetings, but only where flexibility is merited by the business of the meeting and is thought to be in the interests of shareholders as a whole.
If approved, this authority will expire at the end of the Company's next annual general meeting, when it is intended that a similar resolution will be proposed.
Disapplication of pre-emption rights
Resolution 18 to Resolution 19
Resolutions 18 and 19 are proposed as special resolutions. If the Directors wish to allot new shares or other equity securities or sell treasury shares for cash (other than in connection with an employee share scheme), company law requires that these shares are first offered to shareholders in proportion to their existing holdings.
Resolution 18 (i) allows the Directors to allot shares and sell treasury shares for cash to existing ordinary shareholders in proportion to their existing holdings and to holders of other equity securities if required by the rights of those securities. Resolution 18 (ii) allows the Directors to allot shares and sell treasury shares for cash without the shares first being offered to shareholders in proportion to their existing holdings under section 561 of the Companies Act 2006 otherwise up to an aggregate nominal value of £127,804, equivalent to just less than 10% of the total issued ordinary share capital of the Company excluding treasury shares as at 23 February 2026.
Applying the UK Listing Rules requirement that treasury shares be included in the calculation of the disapplication authorities, this maximum amount is equal to 10% of the Company's issued ordinary share capital (including treasury shares) as at 23 February 2026.
Resolution 19 allows the Directors to disapply pre-emption rights in respect of allotments of shares and sales of treasury shares for cash representing no more than an additional 10% of issued ordinary share capital (exclusive of treasury shares), to be used only in connection with an acquisition or specified capital investment, which is announced together with the allotment or which has taken place in the preceding 12-month period and is disclosed in the announcement of the allotment. The Directors confirm that, in considering the exercise of the authority under Resolutions 18 and 19, they intend to follow the shareholder protections set out in Part 2B of the 2022 Statement of Principles.
The Board will continue to renew this authority at each annual general meeting, in accordance with best practice. If given, the authority will expire on 28 July 2027 or, if earlier, at the conclusion of the next annual general meeting of the Company in 2027.
Resolution 20: Authority to purchase own shares
On 27 January 2026, the Company announced the Board's intention to launch share buyback programme ("Buyback Programme") up to £20m. To date the Company has repurchased 222,721 of the Company's ordinary shares pursuant to the Buyback Programme. Resolution 20 would renew the authority for the Company to buy back its own ordinary shares in the market.
Market purchases for cancellation will only be made if the Directors believe, in the light of market conditions prevailing at the time, the effect of such purchases will be to increase earnings per share and are in the best interests of shareholders generally, taking into account cash resources, capital requirements and the effect of any such purchase on gearing levels, or for the Employee Benefit Trust ("EBT" or "Trust").
The Company and its EBT currently purchase ordinary shares in the market in order to satisfy options or awards made under the Company's Executive Share Option Scheme, Long Term Incentive Plan ("LTIP"), including Restricted Stock Units ("RSUs"), Savings Related Share Option Scheme ("SAYE"), Share Incentive Plan ("SIP"), Global Employee Share Plan, or other similar arrangements, including to satisfy Minority Interest purchases, where the Directors also consider that this is in the best interests of the Company. Any such shares purchased by the Company are currently held within the Trust or as treasury shares for the purpose of satisfying share options, awards, or similar incentives, unless the Directors otherwise determine that they are to be cancelled and the number of shares in issue reduced accordingly.
Treasury shares are authorised under the Companies Act 2006, whereby companies, which acquire their own shares by way of market purchase may place them 'in treasury', rather than having to cancel them. This gives the Company the ability to re-issue such shares quickly and cost effectively, providing the Company with flexibility in the management of its capital base. No dividends are paid on any shares held in treasury and no voting rights are exercisable in respect of such shares.
This resolution authorises the Company to use any shares purchased and held in treasury for the purposes of satisfying options or awards granted under the Company's Executive Share Option Scheme, LTIP, including RSUs, SAYE, SIP, or other share-based incentive arrangements. For any shares used under approved or unapproved share plans, whose rules contain formal share capital dilution limits, the Company takes such shares into account when calculating the limits on the number of shares which may be issued under such scheme(s).
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The resolution specifies the maximum number of ordinary shares that may be acquired (approximately 10% of the Company's issued ordinary share capital as at 23 February 2026) and the maximum and minimum prices at which they may be bought. The price for such purchases shall not exceed the higher of 105% of the average of the middle market quotations as derived from the London Stock Exchange Daily Official List for the five business days before each purchase, the price of the last independent trade in the shares on the London Stock Exchange at the time of the purchase and the highest current independent bid for the Company's ordinary shares on the London Stock Exchange at the time of the purchase.
If given, this authority will expire on 28 July 2027 or, if earlier, at the conclusion of the annual general meeting in 2027. The total number of options and awards to subscribe for equity shares outstanding as 23 February 2026 (being the latest practicable date prior to the publication of this notice) is 2,731,088 shares, for which the Company holds a number of shares issued in the Trust or as treasury shares. This represents 2.14% of the issued share capital as at 23 February 2026. If the Company bought back the maximum number of shares permitted pursuant to the passing of this resolution, then the total number of options and awards to subscribe for equity shares outstanding at that date would represent 2.37% of the reduced issued share capital (excluding treasury shares), following the repurchases. As of 23 February 2026, there are no warrants to subscribe for ordinary shares outstanding.
Explanatory notes to the AGM Notice
1. Documents for Inspection
Copies of the following documents will be available for inspection during normal business hours at the Company's registered office from the date of the Notice of AGM to the close of the AGM and at the place of the AGM from 15 minutes prior to its commencement until its conclusion:
- the Executive Directors' service contracts; and
- letters of appointment of the Non-Executive Directors.
A copy of the draft rules of the LTIP will be available for inspection through the FCA's National Storage Mechanism at https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism from the date of this Notice. They will also be available at the place of the AGM for at least 15 minutes prior to and until the conclusion of the meeting.
2. Entitlement to attend and vote and multiple proxies and corporate representatives
Entitlement to attend and vote at the meeting, and the number of votes which may be cast at the meeting, will be determined by reference to the Company's register of members at 6.00pm on 27 April 2026 or, if the meeting is adjourned, 48 hours before the time fixed for the adjourned meeting (as the case may be). In each case, changes to the register of members after such time will be disregarded. The Company will also adhere to the Corporate Governance Institute guidance on multiple proxies and corporate representatives at General Meetings.
3. Automatic poll voting
Each of the resolutions to be put to the meeting will be voted on by poll and not by show of hands. A poll reflects the number of voting rights exercisable by each member, and so the Board considers it a more democratic method of voting. It is also in line with latest recommendations.
Members and proxies will be asked to complete a poll card to indicate how they wish to cast their votes. These cards will be collected at the end of the meeting. The results of the poll will be published on the Company's website and notified to the Regulatory Information Service (RIS) once the votes have been counted and verified.
4. Administration
For the safety and comfort of those attending the AGM, certain items will not be permitted in the meeting room. These include large bags, cameras, recording equipment and such other items as the Chair of the AGM may specify. Cloakroom facilities will be provided.
Any member attending the meeting has the right to ask questions. The Company must answer any such question relating to the business being dealt with at the meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered. In order to respond comprehensively, it would be helpful to have a note of the details of any proposed questions in advance, although this is not obligatory. Questions may be sent by email to [email protected] or by post to the Group Company Secretary, Kate Danson at Level 16, 8 Bishopsgate, London, EC4N 2BQ.
SThree plc
sthree.com
11
5. Information available on website
A copy of this notice and other information required by Section 311A of the Companies Act 2006 can be found at www.sthree.com.
6. Members' resolution and matters
Under Section 338 and Section 338A of the Companies Act 2006, members meeting the threshold requirements in those sections have the right to require the Company (i) to give to members of the Company entitled to receive notice of meeting, notice of any resolution which may properly be moved and is intended to be moved at the meeting and/or (ii) to include in the business to be dealt with at the meeting any matter (other than a proposed resolution) which may be properly included in the business. A resolution may properly be moved or a matter may properly be included in the business unless:
a) (in the case of a resolution only) it would, if passed, be ineffective (whether by reason of inconsistency with any enactment or the Company's constitution or otherwise);
b) it is defamatory of any person, or
c) it is frivolous or vexatious.
Such a request may be in hard copy form or in electronic form, must identify the resolution of which notice is to be given or the matter to be included in the business, must be authorised by the person or persons making it, must be received by the Company not later than six clear weeks before the meeting, and (in the case of a matter to be included in the business only) must be accompanied by a statement setting out the grounds for the request.
7. Electronic and web communications
The Companies Act 2006 enables companies to communicate with members by electronic and/or website communications. Accordingly, the Company's Articles allow communications to members in electronic form and, in addition, they permit the Company to take advantage of the provisions relating to website communications. However, before the Company can communicate with a member by means of website communication, the relevant member must be asked by the Company to agree that the Company may send or supply documents or information to him by means of a website, and the Company must either, have received a positive response, or have received no response within a period of 28 days beginning with the date on which the request was sent. The Company will notify a member (either in writing, or by other permitted means) when a relevant document or information is placed on the website and a member can always request a hard copy version of the document or information.
The Company would like to offer shareholders an electronic communication service and shareholders have the opportunity to register an email address in order to receive communications via email. The Company will now only be sending out printed copies of the Annual Report to those shareholders that have specifically requested it. If any shareholder would like to receive communications from the Company via email, including notification of when a new report/Notice of Meeting, etc is available on the website, they should log on to www.investorcentre.co.uk and follow the links to register an email address with the Registrar. If any shareholder requires assistance while registering an email address, they should telephone Computershare, +44(0)370 707 1412. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 08.30–17:30, Monday to Friday, excluding public holidays in England and Wales.
8. Publication of audit concerns
Shareholders should note that, under Section 527 of the Companies Act 2006, members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to:
(i) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the Annual General Meeting for the financial year ended 30 November 2025; or
(ii) any circumstances connected with an auditor of the Company appointed for the financial year ended 30 November 2025 ceasing to hold office since the previous meeting at which annual accounts and reports were laid.
The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with Sections 527 or 528 (requirements as to website availability) of the Companies Act 2006. Where the Company is required to place a statement on a website under Section 527 of the Companies Act, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the Annual General Meeting for the relevant financial year includes any statement that the Company has been required under Section 527 of the Companies Act 2006 to publish on a website.
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SThree plc
sthree.com
Appendix 1
Summary of the SThree plc 2026 Long Term Incentive Plan
1. General
The operation of the SThree plc 2026 Long Term Incentive Plan (the "LTIP") will be overseen by the Company's Board of Directors (or a duly authorised committee, such as the Company's remuneration committee) (the "Board").
Decisions of the Board are final and conclusive.
Benefits under the LTIP are not pensionable.
2. Eligibility
Employees (including employed executive directors) of the Company and its subsidiaries (the "Group") will be eligible to participate in the LTIP at the discretion of the Board.
Awards made to executive directors of the Company ("Executive Directors") will comply with the shareholder-approved directors' remuneration policy in effect at that time (the "Remuneration Policy"), particularly the application of individual limits, performance conditions, malus/clawback, vesting periods, holding periods and post-termination shareholding requirements.
3. Awards under the LTIP
Awards will be granted in one or more of the following forms, at the discretion of the Board:
- a share award, being a conditional right to acquire fully paid ordinary shares in the capital of the Company ("Shares") in the future;
- a share option, structured as an option to acquire Shares for nil or nominal cost in the future; or
- a phantom award, being a conditional right to receive a cash sum in the future linked to the value of a number of notional Shares.
Share awards and options may be settled using newly issued, treasury or existing Shares. This may include Shares held in an employee benefit trust established by the Company in connection with its employee share plans.
Awards may not be transferred or otherwise disposed of except on the participant's death and no payment is required for the grant of an award.
4. Timing of awards
Awards can be granted at any time, subject to Dealing Restrictions, except that Awards may only be granted to Executive Directors within 42 days starting on any of the following:
- the day the LTIP is approved by shareholders;
- the day following the announcement or publication of the Company's results for any period;
- any day on which the Board decides that exceptional circumstances justify the grant of awards; or
- if restrictions on dealings or transactions in securities ("Dealing Restrictions") prevented the granting of awards in the periods mentioned above, the day those Dealing Restrictions are lifted.
Awards may not be granted after termination of the LTIP.
5. Dilution limits
Awards cannot be made if they would cause the "total plan shares" to exceed 10% of the ordinary share capital of the Company in issue immediately before the Awards are made.
The "total plan shares" figure looks at the total number of new issue or treasury Shares that have been used to satisfy awards in the previous 10 years (or could still be used to satisfy awards) granted under the LTIP or any other employee share plan operated by the Company.
For so long as required by institutional investor guidelines, treasury Shares count towards these limits. Where certain variations of capital occur, the number of Shares taken into account under these limits will be adjusted as the Board considers appropriate to take account of that variation.
6. Individual limits
Awards to Executive Directors may only be granted in accordance with the limit(s) set out in the Remuneration Policy.
For other participants, awards may only be granted, in respect of any one financial year, with an aggregate market value at each relevant grant date of up to the limit as shall be determined by the Board before the first grant of awards under the LTIP and as may be varied by the Board from time to time.
7. Performance conditions
Awards may be granted subject to performance conditions, or other conditions, that must normally be satisfied in order for awards to vest. All LTIP awards granted to Executive Directors will be subject to performance conditions, with a performance period consistent with the Remuneration Policy.
The Board may change a performance condition, or any other conditions, in accordance with its terms, or if anything happens which causes the Board to reasonably consider the change would be appropriate. An amended performance condition will not be materially less or more difficult to satisfy than the original performance condition was intended to be.
8. Vesting and exercise of awards
Subject to the satisfaction of the performance conditions, and any other conditions that apply, awards will normally vest on the later of the date the Board decides the performance conditions/other conditions have been satisfied and the vesting date specified by the Board at the grant date. Awards may vest in tranches, in which case each tranche may have a different vesting date.
The Board may adjust the extent to which an award will vest in light of:
- the wider performance of the Group or any member of the Group, any business area or team;
- the conduct, capability or performance of the participant;
- the experience of stakeholders;
- any windfall gains; or
- the total value that would otherwise be received by the participant compared to the maximum value that the award was intended to deliver.
Following vesting of a share or phantom award, or on exercise of a share option, Shares or cash (as appropriate) will normally be delivered to the participant as soon as practicable.
Awards granted as share options may be exercised in full or in part and on more than one occasion. They will be exercisable for a specified period following vesting (ending not later than the 10th anniversary of grant) and if not exercised during that period they will lapse.
The Board may decide to settle a share award or share option partly or fully in cash instead of Shares.
Vesting, exercise (where relevant) and/or satisfaction of an award may be delayed due to Dealing Restrictions, or where an investigation is ongoing that might lead to malus and/or clawback being triggered. In some circumstances, the exercise window for an option may be extended by such delays.
Awards may carry the right to receive an additional amount, in cash or Shares, relating to the value of any dividends with a record date from the grant date until the vesting of a share award or phantom award (or the exercise of a share option), as if the participant had owned the Shares (in respect of which the award vests or is exercised) during that period.
To the extent an award or any part of it is no longer capable of vesting (or of being exercised), it will lapse.
If a participant moves jurisdiction (without leaving employment) and, as a result, there may be adverse legal, regulatory or tax consequences in relation to the participant's awards, the Board may adjust those awards as it considers appropriate.
Where awards are granted in tranches, the rules relating to vesting, exercise and satisfaction will apply to each tranche separately as if each tranche was a separate award.
9. Holding period
Awards may be granted subject to a holding period meaning that participants may not normally dispose of the Shares acquired for a specified period following vesting (or exercise for share options). Some exceptions apply, including for Shares sold to cover taxes and/or social security.
10. Malus and clawback
Awards are subject to the Group's malus and clawback policy, as updated from time to time. Under the policy, the Board may decide to reduce, cancel or forfeit an award (malus) or recover all or part of the value of an award that has been satisfied (clawback) if certain circumstances occur.
11. Leavers
If a participant leaves the Group before an award vests, the award will normally lapse. However, if the reason for leaving is death, ill-health, injury or disability (evidenced to the satisfaction of the Board), retirement by agreement with the employing company, redundancy (unless the Board decides otherwise), the transfer of the participant's employing business or company outside of the Group or any other reason at the Board's discretion (a "Good Leaver"), the award will normally:
- continue until the normal vesting date (although vesting is accelerated in the case of death);
- only vest to the extent the Board decides any performance conditions and other conditions that apply have been satisfied (with appropriate adjustments, if vesting is accelerated); and
- be time pro-rated.
Where a participant leaves after an award vests, the award will normally continue in accordance with the provisions of the LTIP.
In the case of options that do not lapse as a consequence of leaving, there will normally be a six month exercise period (12 months in the case of death) from vesting or, where vesting occurred prior to leaving, from leaving.
Any holding period will normally continue to apply after leaving unless the Board decides otherwise, except on death, where any holding period will cease to apply.
A participant will be considered to have left the Group when no longer employed by any member of the Group (or an associated company).
If, at any time, a participant is summarily dismissed or leaves in circumstances that would have justified the participant's summary dismissal, their awards will immediately lapse.
If a participant's role or responsibilities within the Group change after an award is granted (but the participant does not actually leave), the Board may decide to treat the participant as leaving, in which case the participant will normally be treated as a Good Leaver.
Where awards are granted in tranches, with each tranche having different vesting dates, the leaver rules will apply to each tranche separately as if each tranche was a separate award.
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SThree plc
sthree.com
12. Post-termination restriction for retirees
Executive Directors' awards are subject to a post-termination restriction, which means that the participant's award may be reduced, or amounts recovered in respect of it, if they receive Good Leaver treatment as a consequence of retirement and, within a specified period from leaving (normally 12 months), become employed or engaged as an executive or statutory director in another business.
13. Company events
In the event of a takeover (including a person becoming bound or entitled to acquire Shares under UK company law) or proposed voluntary winding up of the Company, awards will normally vest early. In the event of a scheme of arrangement in relation to the Company's Shares, awards may be released early if the Board decides.
In these circumstances, awards will vest to the extent the Board decides, having regard to:
- the extent the Board decides any performance conditions and other conditions that apply have been satisfied (with appropriate adjustments due to vesting being accelerated);
- any overriding discretion exercised by the Board where it considers the extent of vesting would otherwise not be appropriate; and
- any pro-rata adjustment to reflect an accelerated vesting date.
Share options will normally be exercisable for a period of one month from the relevant date and will then lapse.
Any holding period will not normally continue to apply, unless the Board decides otherwise.
The Board may decide that the Group's malus and clawback policy will no longer apply to an award, or will be varied in its application, if there is a company event.
In some circumstances (including internal reorganisations in particular), awards may instead be exchanged for new awards.
14. Variation of share capital
In the event of a variation in the share capital of the Company, a demerger, special dividend or distribution or any other transaction that will materially affect the value of Shares, the Board may adjust the number or class of Shares to which an award relates.
Alternatively, if the Board considers an adjustment of awards is not practicable or appropriate, vesting may be accelerated on a similar basis as for other company events.
15. Rights attaching to Shares
All Shares issued in connection with the LTIP will rank equally with other shares of the same class then in issue. The Company will apply for the listing of any Shares issued in connection with the LTIP.
Participants will not be entitled to any dividend, voting or other rights in respect of Shares until the Shares are issued or transferred to them (as appropriate).
16. Amendments and termination
The Board may change the LTIP in any way at any time, but the Company will obtain prior shareholder approval for any change that is to the advantage of present or future participants and which relates to any of the following: the persons who may receive Shares or cash under the LTIP; the total number or amount of Shares or cash that may be delivered under the LTIP; the maximum entitlement for any participant; the basis for determining a participant's entitlement to, and the terms of, Shares or cash provided under the LTIP; the rights of a participant in the event of a capitalisation issue, rights issue, open offer, sub-division or consolidation of shares, reduction of capital, any other variation of capital; or to the provision in the rules requiring shareholder approval for changes.
There is an exception for minor amendments to benefit the administration of the LTIP, to comply with or take account of a change in legislation and/or to obtain or maintain favourable tax, exchange control or regulatory treatment of any member of the Group or any present or future participant.
No change may be made to the material disadvantage of one or more participants in respect of subsisting rights without the written consent of the affected participant(s) or unless all such disadvantaged participants have been asked for their consent and a majority of those who respond (by number) give consent. Similar exceptions for minor amendments as apply to the shareholder approval requirement apply to the obligation to seek participant consent.
The Board may establish further plans or schedules based on the LTIP, but modified to take account of any local tax, exchange control or securities laws in other jurisdictions, provided any awards made under them count towards the individual and plan limits in the LTIP. At the date of this Notice, an international schedule is attached to the LTIP in relation to potentially adverse tax rules for US taxpayers.
The LTIP will terminate on the date of the Company's annual general meeting in 2036 (or on such earlier date as the Board decides), although this will not affect any subsisting rights under the LTIP.
This summary does not form part of the rules of the LTIP and should not be taken as affecting the interpretation of their detailed terms and conditions. The Board reserves the right to amend or add to the rules of the LTIP up until the time of the annual general meeting, provided that such amendments or additions do not conflict in any material respect with this summary.
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SThree plc
sthree.com