Statement re Possible Offer

THIS IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER MIGHT BE MADE.

Statement regarding a possible cash offer for

SThree plc by Circle8 Group Inc.

Circle8 Group, Inc. (Nasdaq: CIRC) ("Circle8" or the "Company") notes the announcements by SThree plc ("SThree") (LSE: STEM) on 9 September 2026 regarding a potential transaction involving Circle8 and SThree and confirms that it has submitted a proposal to acquire the entire issued and to be issued share capital of SThree in a possible cash offer by Circle8 for SThree.

Although the process remains at an early stage, Circle8 believes a combination of the two companies represents a compelling strategic opportunity to significantly increase the combined group's international scale and accelerate Circle8's ambition to build a leading global IT and technology platform.

The proposed transaction is currently structured to be financed as an all cash offer, without issuing additional Circle8 common stock. As a result, existing Circle8 shareholders would not be diluted by the transaction.

Circle8's objective is clear: to create significantly greater global scale and long-term shareholder value without dilution to its existing shareholders.

Compelling Strategic Rationale

Circle8 has built significant scale across Europe, with a growing presence in North America, and has established a strong position across IT and technology.

Circle8's ambition now is global.

SThree brings recognized specialist brands, an established international presence and significant positions across technology, engineering and science. SThree generated approximately £1.3 billion in gross revenue during its financial year ended 30 November 2025. The gross revenues of the combined entities could approach $3 billion.

Circle8 believes that bringing the two businesses together would create a significantly larger global IT, technology and STEM platform, combining international scale, specialist expertise and strong positions across major technology markets.

The combination could significantly expand Circle8's geographic reach and international client base, strengthen its technology capabilities and create additional opportunities across AI, cybersecurity, cloud, software engineering, technology consulting, solutions and managed services.

Circle8 believes the combination would represent a transformational step in taking the technology platform it has built in Europe to truly global scale. Circle8 intends to remain financially disciplined in its approach. Any transaction must create meaningful long-term value for shareholders and support the Company's strategy of building a larger, stronger and more valuable global technology group.

Continued Commercial Momentum

Circle8's underlying business continues to strengthen.

Circle8 believes its current Nasdaq valuation significantly undervalues the scale of the business, its position in the European IT and technology market, its continued commercial momentum and its long-term growth potential.

The Company believes that its continued commercial performance, combined with its global growth strategy, provides a strong foundation for the next phase of Circle8's development.

Guus Franke, Chairman and Chief Executive Officer of Circle8 Group, commented:

"Our mission is clear: to build one of the world's leading global IT and technology platforms.

Circle8 has already established significant scale in Europe. Our ambition now is global, and we believe bringing Circle8 and SThree together could represent a transformational step toward achieving that ambition.

For our shareholders, one point is particularly important: this transaction is structured so that existing Circle8 shareholders would not be diluted. We intend to create significantly greater scale and long-term value without issuing additional Circle8 common stock to finance the transaction.

We also strongly believe that Circle8 is significantly undervalued on Nasdaq today. Our underlying business continues to strengthen as evidenced by our recent announcements about important new clients and contracts.

This is not about becoming bigger for the sake of size. It is about taking the technology platform we have built in Europe and creating a substantially larger and stronger global IT and technology company while protecting the ownership interests of the shareholders who are with us today."

There can be no certainty that any offer will be made, nor as to the terms on which any offer might be made. A further announcement will be made as and when appropriate.

As stated in the announcement by SThree, 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 SThree 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 Takeover Panel in accordance with Rule 2.6(c) of the Code.

Circle8 Group, Inc.

Guus Franke, Chief Executive Officer Tel: +41 (0) 41 711 4476

Blackwood Capital Group (UK) Limited (Financial Adviser to Circle8)

Thomas Kardos Tel: +44 (0) 20 6096 6912

Dima Minzararu Tel: +44 (0) 20 6096 6914

ABOUT CIRCLE8 GROUP

Circle8 Group, Inc. (Nasdaq: CIRC) is an international technology and business transformation platform operating across North America and Europe.

Through its portfolio of specialized operating companies, Circle8 combines technology consulting, technology solutions, managed services and specialist technology services into an integrated international platform. The Company serves more than 500 enterprise and government clients and supports organizations in designing, building, securing and operating mission-critical technology environments.

Circle8 generated more than $1.2 billion in gross revenue during 2025 and is supported by more than 16,000 professionals across the Group. Circle8 is building a scalable international platform focused on higher-value technology services, disciplined acquisitions and long-term shareholder value.