Rejection of possible offer from Circle8

As announced on 9 September 2026, the Board of SThree received an unsolicited, preliminary and highly conditional approach from Circle8 Group Inc. (“Circle8”) regarding a possible all cash offer for the entire issued and to be issued ordinary share capital of SThree (the “Proposal”).

The Board of SThree has carefully reviewed the Proposal with its advisers and unanimously concluded that it significantly undervalues SThree and its future prospects, and is not in the best interests of SThree's shareholders. Accordingly, the SThree Board unanimously and unequivocally rejected the Proposal on 11 September 2026.

The Board remains confident in the long-term growth prospects for the business and will publish a Q3 trading update on 22 September 2026.

In accordance with Rule 2.6(a) of the Code, Circle8 is required, by not later than 5.00 p.m. on 7 October 2026, to either announce a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended with the consent of the Panel on Takeovers and Mergers (the “Panel”) in accordance with Rule 2.6(c) of the Code.

There can be no certainty that any offer will be made nor as to the terms on which any offer might be made. Accordingly, SThree shareholders are advised to take no action at this time.

A further announcement will be made when appropriate.

Additional Information

Rule 26.1 disclosure