Insight

Sharper Focus

Hays plc

Annual Report & Accounts 2026

Contents

Strategic Report

1 Chair’s introduction

2 CEO’s review

8 Transforming all aspects of our business

9 Our Momentum strategy

22 CFO’s review

25 Delivering on our strategy

29 Sharpening our focus

30 Our business model

31 Key performance indicators

34 Creating value for our stakeholders

38 Divisional operating review

43 Sustainable business in the world of work

48 Sustainable business highlights FY26

48 Social

50 Governance

52 Environment

58 Task Force on Climate-related Financial Disclosures (TCFD)

64 Principal risks

74 Non-financial and sustainability information statement

Governance

76 Chair’s introduction to governance

77 Compliance with the Corporate Governance Code

78 Board of Directors

81 Executive Leadership Team

82 Our governance framework

83 Division of responsibilities

84 Key activities of the Board

86 Stakeholder engagement

87 How the Board monitors and assesses culture

88 Board effectiveness review

89 Nomination Committee Report

94 Audit & Risk Committee Report

102 Sustainability Committee Report

103 Remuneration Committee Report

133 Directors’ Report

136 Statement of Directors’ responsibilities

Financial Statements

138 Independent Auditors’ Report

144 Consolidated Group Financial Statements

176 Hays plc Company FinancialStatements

Additional Information

185 Shareholder information

186 Financial calendar

187 Glossary

188 Cautionary statement on forward-looking information

Financial

performance

Net fee income

£905.5m

FY25: £972.4m

Pre-exceptional

operating profit

(1)

£48.6m

FY25: £45.6m

Statutory (loss)/profit

before tax

(1)

£(54.5)m

FY25: £1.5m

Pre-exceptional

basicEPS

(1)

1.21p

FY25: 1.31p

Statutory basic EPS

(1)

(3.64)p

FY25: (0.49)p

Core dividend

per share

0.44p

FY25: 1.24p

Net cash

£20.1m

FY25: £37.0m

Operational

performance

Consultant net fee

productivity growth

(2)

+7%

FY25: +5%

Number of roles filled

243,700

FY25: 257,900

Conversion rate

(3)

5.4%

FY25: 4.7%

Non-financial

performance

Net Promoter Score

FY25: 56

Women in

seniorleadership

43.8%

FY25: 44.9%

Colleague

engagement

67%

FY25: 70%

Our Scope 1, 2 and

selected Scope 3

(4)

GHG emissions

10,484 CO

tonnes

FY25: 17,174 CO

e tonnes;

Science-Based Target

(SBT)base year (2020):

24,549CO

etonnes

Global Specialist

Recruitment

2026

Highlights

1. Exceptional items for the year ended 30 June 2026 consist of £45.1 million relating to operational restructurings, £26.6 million relating to rationalisation of the global

propertyportfolio,£8.0 million relating to the disposal of the operations in six European countries, and £9.9 million relating to the partial impairment of goodwill in Belgium and

theNetherlandsand net impairment of intangible assets. The prior year charge of £30.7 million consists of a restructuring charge of £17.7 million and £13.0 million relating to

operational transformation programmes.

2. Like for like growth represents organic growth at constant currency.

3. Conversion rate is the proportion of net fees converted into pre-exceptional operating profit.

4. Selected Scope 3 emissions guiding our investment in beyond value-chain mitigation carbon-related projects. Includes our Scope 3 business travel and Scope 3 fuel and energy-

related activities.

Our ambition

To be the world’s leading

specialist recruitment and

workforce solutions

provider, pioneering

the best of human and

AI capability

This is my second statement since

becoming Chair in May 2025 and I am

pleased to report a year in which our

actionsto deliver strong consultant net fee

productivity growth and structural cost

discipline offset the impact of ongoing

macroeconomic uncertainty on net fees.

In February 2026, we announced that Dirk Hahn was stepping down

as Chief Executive Officer and as a Director with immediate effect

for personal reasons. On behalf of the Board, I would like to thank

Dirk for his significant contribution to Hays over the last 28 years.

We appointed Mark Dearnley, Chief Digital and Technology Officer,

as interim Chief Executive Officer and commenced a recruitment

process to identify a permanent successor, led by the Nomination

Committee with the support of external consultants. Following a

comprehensive external and internal search, the Board unanimously

felt that Mark has the outstanding leadership skills and experience to

lead the business forward and he was appointed as Chief Executive

Officer on 18 May 2026. Mark brings significant experience in driving

transformation across large, global organisations. His expertise in

this landscape will be hugely valuable to Hays as the industry

navigates fundamental changes and macroeconomic uncertainty.

In August 2026, we unveiled our Momentum strategy and the shaping of a more competitive operating

framework. Following careful assessment of our where to play and how to win choices we intend to build

scale in high-performing and high-potential markets where we have the greatest ability to establish

leading positions. We will reinforce our competitive advantage to differentiate and to drive leadership

positions, through investment in our proprietary data and technology, our people, our brand and

ourreputation.

Against another challenging backdrop for our industry in FY26, Group net fees decreased by 8%

butwedelivered a 3% increase in pre-exceptional operating profit to £48.6 million. The statutory loss

beforetaxwas £54.5 million as we undertook a significant restructuring of operations during the year.

These activities continue to better position the Group to benefit from the long-term growth opportunities

in our markets and structurally improve our operating cost base. Although we expect to incur further

exceptional items in FY27 as we swiftly execute our Momentum strategy, the Board and I are committed

to delivering materially lower exceptionals thereafter.

Our business model remains capital-light and highly cash-generative, with clear cash flow priorities.

Consistent with the revised capital allocation framework and dividend policy we announced at the

FY25results, we have proposed an unchanged final dividend of 0.29 pence. We remain committed to

maintaining balance sheet strength and 2-3x dividend cover while investing in the business to support

our strategic objectives, and we remain focused on creating value for shareholders.

Over the last year, I have developed an in-depth understanding of the Group and its divisions, and have

enjoyed meeting with a wide range of senior and local management. Our people have a real sense of

energy and pride together with an appetite for positive change and the clear ambition to make Hays

asuccess. On behalf of the Board, I would like to thank all our Hays colleagues for their hard work

andcommitment throughout the year, and their efforts to drive our Momentum strategy in FY27.

Michael Findlay

Chair

19 August 2026

Michael Findlay

Chair

Chair’s introduction

Sharper Focus and Momentum:

A year of decisive action

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Introducing our

Momentum Strategy

For 60 years, Hays has been a leader in recruitment – trusted by

organisations to find great talent, build their workforce, and help

them prepare for the future.

Recruitment has traditionally been a cyclical market. We’ve been

through downturns before but this time is different. The future is

significantly uncertain, shaped by the potential impact of AI on jobs,

disintermediation by technology platforms, increased macroeconomic

uncertainty, and threats from deglobalisation. Our world has changed,

and the pace and scale of that change has never been greater.

At the same time, client expectations are rising. Skills needs are

evolving rapidly, demand is shifting towards more flexible, project-

based and specialist work, and hiring is becoming more complex,

shaped by regulation and technology. Advances in AI and ongoing

economic uncertainty are only accelerating this.

Momentum anticipates these challenges and provides Hays with a

sharper focus to pioneer the future of specialist recruitment and

workforce solutions.

A strategy to accelerate growth, improve

profitability and increase market share

Momentum is our strategy to accelerate growth, improve

profitability and increase market share by helping Hays solve

specialist talent selection processes better than anyone else in the

market. It anticipates changes in the world of work and is shaped

bywhat clients have told us they need to respond to increasingly

complex workforce challenges and the greater pressure organisations

face to make the right hiring decisions, where getting it wrong can

be costly. Clients universally want access to the highest quality

candidates and favour a technology-enabled, consultant-led

servicethrough radically improved search & match capability

thatincorporates hard and interpersonal skills matching.

Momentum places Hays consultants at the centre of a self-reinforcing

flywheel and enables them with the best tools through our investments

in technology. It forges sustainable long-term relationships with our

clients and candidates.

CEO’s review

We will deliver our Momentum strategy through five dimensions

offocus:

1. A more focused geographic footprint, concentrating on

16countries with a c.£100 billion and growing addressable market

opportunity where we can build or extend leadership positions

2. Targeted investment in six global specialisms where Hays has

thestrongest opportunity to extend or become a market leader

3. Higher-skilled roles, where specialist expertise can mitigate the

cost of exiting an unsuccessful regretted hire and where the

potential impact from AI is lowest

4. Three core products: Recruitment, Solutions and Services

5. End market industries, for public and private sector clients,

targeting those where demand for our products is greatest

We will also deliver a positive structural shift in our profitability,

cashflow and return on capital employed (ROCE) as our greater

focus and digital processes drive a swift and precise candidate

search & match, a more than 50% increase in consultant net fee

productivity over themedium term and lower cost to serve in our

middle and back office functions. Over time, we believe we will

return to a 25%+ conversion rate.

These priorities are underpinned by continued investment in the

capabilities that strengthen our competitive advantage:

• Our people, supported by our Hays Academy (a global centre for

learning, performance, reward and career development), so we

continue to build the best specialist recruitment capability in the

industry. It is built on a framework of trust and integrity which

attracts, develops and retains top talent, and creates a winning

culture through the Hays Way

• Our technology and proprietary data, including continued

investment in the Hays Digital Platform and enhanced AI

capabilities, which will drive a radically improved candidate

search& match capability

• Our brand, reinforcing Hays’ specialist positioning and increasing

our relevance with clients and candidates

The financial returns will be shared with investors through sustainable

growth in shareholder returns and Hays colleagues through a

top-quartile reward potential and an all-colleague share award.

Mark Dearnley

CEO

Momentum sharpens our focus and

capturesthe benefits associated with market

leadership. As we leverage our sources of

competitive advantage, a self-reinforcing

flywheel will drive higher market share, further

material productivity growth, profitability, and

client and candidate satisfaction.

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Clear and encouraging feedback from our

clients: technology-enabled, consultant-led

The feedback from a recent global survey of our clients is clear –

they universally want access to the highest quality candidates. Hays

is best positioned to adapt to these influences and succeed when

we deliver curated candidates through a swift and precise search &

match process, with Hays consultants at the centre of this process.

Price ranked well below the top two purchasing considerations for

Permanent and Temporary & Contracting recruitment processes.

Once baseline technical skills requirements have been achieved,

then interpersonal skills, including values and behavioural alignment,

are the key candidate attributes. This presents Hays with an

opportunity to differentiate: by leveraging our 10+ million candidate

database and c.40,000 weekly interactions between our consultants

and their clients and candidates, and by applying proprietary search

& match algorithms to assess hard and interpersonal skills, we can

swiftly and precisely identify the highest quality candidates. A strong

technology platform is necessary but our clients are clear that our

consultant-led approach is a critical element they wish to retain,

somaintaining a ‘human in the loop’ remains key.

Our clients’ need to secure the best talent is influenced further by

two risks which we help to mitigate. Firstly, the cost of exiting an

unsuccessful regretted hire increases with seniority due to exit

packages, organisational disruption and the direct time and cost of

finding a replacement. As a percentage of salary, our data indicates

that these costs for a Director-level role (150% of salary) can be more

than twice as high as for an Associate.

Candidates indicated that they value successful placement

outcomes and regular feedback, and rapidly become frustrated by

poor communication. Hays is addressing these areas of detraction by

embedding more automation and AI into our workflows to create a

meaningful and personalised digital relationship with each candidate.

Sharper focus on growth markets where

wehave or can achieve leadership

Momentum is about doing what we do best: being the home

ofspecialist talent. Our goal is to be the world’s leading specialist

recruitment and workforce solutions provider, pioneering the best

ofhuman and AI capability.

We are sharpening our focus and driving increased penetration of a

narrower portfolio of countries with substantial existing professional

recruitment and services markets and attractive growth potential.

We’re moving away from trying to do everything, everywhere, and

instead focusing on doing fewer things brilliantly. This aligns with

ourclients’ desires to access recruitment consultants with strong

specialism expertise and high-quality candidates.

In every market we compete in, our ambition is clear: to grow, achieve

market leadership, and deliver the benefits that come with it, including

higher-paid roles, stronger margins, and better outcomes for clients

and candidates. We have a clear view of where we hold leadership

positions or have a credible path to leadership over the medium

term. Where we can’t, we will step back and reallocate investment.

Going forward, we will operate in 16 countries comprising DACH

(Germany, Austria and Switzerland), UK & Ireland, Australia & New

Zealand, Southern Europe (Spain, Portugal and Italy), Poland, France,

North America (USA and Canada), India, and Japan. In aggregate,

these address a substantial and growing market with c.£100 billion

net fees in the year to December 2025 and, with a tighter portfolio,

we can more effectively leverage our competitive advantages in

proprietary data and technology, our people, our brand and our

reputation to drive leadership positions and growth.

We will focus on six global specialisms: Technology, Finance

(including procurement), Engineering, Construction & Property,

LifeSciences, and Human Resources. We will double up where

weare current market leaders and selectively invest in sub-scale

specialisms only where Hays has the ability to establish a leading

position. These are our current areas of expertise and we believe

they are also likely to grow even as AI and other wider global

megatrends influence the world of work.

Some countries or clusters may also provide a few additional

specialisms where we already have profitable market leadership

andexpect continued growth. In markets where we have significant

legacy positions, we’ll take a phased transition approach, minimising

disruption for clients and colleagues while gradually shifting

investment towards our priority specialisms.

Hays will continue to provide a broad portfolio of employment

services across these countries and specialisms, including our

coreRecruitment proposition, higher volume MSP services to large

Enterprise clients through Solutions, and Services under Statement

of Work projects with low delivery risk where our German Contracting

business has an established track record of profitable growth.

Over the last 18 months, we have taken swift and decisive action

torefocus our country portfolio, commencing with the exit of our

recruitment operations in Chile, Colombia, Mexico, and Thailand.

InJune 2026, we completed the disposal of our operations in six

European countries and announced that we were exploring options

relating to Belgium, Brazil, Greater China, Malaysia, the Netherlands,

Singapore and UAE. Over the last two decades, these 17 countries

generated modest profits, and occasional losses, after central

overhead allocation in every year aside from FY18, FY19 and FY22.

Cost of an unsuccessful regretted hire

Senior

Executive

Director

Manager

Associate

Junior

Entry

50% of salary

75-100% of salary

Hays’ sweet spot

150-200% of salary

Secondly, regulations, largely designed to avoid ‘mock employment’,

are amplifying tax complexity and compliance burdens in many

countries. Collectively, these materially increase financial, operational

and reputational risk for clients, particularly in relation to employees

covered by Temporary, Contracting, Managed Service Provider and

Statement of Work arrangements.

Examples include the UK’s IR35 off-payroll working regime,

theEUPlatform Work Directive and associated scrutiny of worker

misclassification, and tighter controls on temporary agency labour

inmarkets such as Germany, alongside forthcoming requirements

under the EU Pay Transparency Directive which explicitly apply to

agency workers. As scrutiny and enforcement intensify, compliance

is increasingly becoming a source of competitive differentiation

favouring large recruitment agencies with deep local regulatory

expertise and the ability to consistently and swiftly embed compliant

engagement models. We continue to evolve our global compliance

model to provide a global framework for quality of assurance.

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There is no certainty regarding the likely timeline to achieve market

leadership and return to prior profitability, and supporting this

recovery would require investment which could be otherwise deployed

on higher potential areas of the Group. In addition, these 17 countries

have added to our complexity and a streamlined portfolio would

allow us to unlock structural efficiencies. For example, we operate

adedicated services centre in Portugal to support our Brazilian

business and individual countries require regular oversight from

senior management. We believe we can generate attractive shareholder

returns by redeploying these savings on a more focused core.

Leveraging our competitive advantages to

create a self-reinforcing ‘flywheel’ effect

Our internal data confirms a strong link between speed and

attractive financial returns. Roles for which CVs have been sent

onthe same day achieve a materially higher fill rate than responses

over the next one to two days. Single CV submissions perform

evenbetter, clearly demonstrating that candidate quality and

thejudgement applied by Hays consultants are vital aspects

ofthematching process.

Five critical sources of competitive advantage support our market

leadership and the frequency of these positive matching outcomes,

namely our proprietary data and technology, our people, our brand and

our reputation, how we go to market, and our operational excellence.

Several of our current initiatives are designed to enhance this

competitive advantage:

• Building upon our existing database of 10+ million CVs and

c.40,000 weekly interactions with clients and candidates,

weintend to develop the deepest source of relevant, qualified

candidates and unique insights into client hiring behaviour.

Theseproprietary inputs are difficult to recreate using

modelstrained on public or semi-public information.

• We monitor placement volumes and evolving skills profiles and

leverage this data to provide proprietary, specialism-specific

insights and analytics.

• We are investing in our front office platforms to create the ‘talent

workspace of the future’ including market-leading automated

candidate search & match algorithms and end-to-end tech-

enabled processes.

• Our differentiated, market-leading compliance and vetting

processes will help to minimise on-boarding friction for clients

and candidates.

• Skilled specialist consultants trained at the Hays Academy.

These sources of competitive advantage create numerous benefits

for clients and candidates, with Hays consultants at the centre.

Leveraging our proprietary data and investments in technology and

training, Hays consultants will match client demand and candidate

supply more swiftly and accurately. Clients swiftly and precisely

access the best candidates, which reduces their search costs and the

risk of an unsuccessful regretted hire. Candidates are offered the

best roles, successful placement outcomes, and regular feedback.

As we leverage our sources of competitive advantage, we believe a

self-reinforcing ‘flywheel’ will drive higher market share, further

material productivity growth, profitability, and client and

candidatesatisfaction.

Powering productivity and structural

costefficiency

Our initiatives to improve consultant net fee productivity by more

than 50% over the medium term versus FY26 and structurally

improve our cost base will continue to be key drivers of profit

recovery. We were encouraged by our return to strong year-on-year

profit growth in the second half of FY26 and, over time, we believe

we will return to a 25%+ conversion rate.

CEO’s review continued

During the year, we reported our 11

consecutive quarter of

consultant net fee productivity growth, driven by careful allocation

ofconsultants to business lines with the most attractive productivity

and long-term structural growth opportunity, targeting higher-

skilled candidate roles, and investing in the best tools for our

consultants. Through our Momentum strategy, we intend to

furtherleverage our sources of competitive advantage to

generateaself-reinforcing flywheel.

In parallel, we are diligently reviewing our cost base with the aim of

significantly reducing overhead costs and external spend, including

tighter control of discretionary spend, optimisation of support

functions, and consolidation of office footprint. We target a further

c.£50 million per annum of structural cost savings in FY27. This will

protect profitability in the near term, improve operating leverage,

and create capacity to reinvest in priority strategic areas. Improving

operational efficiency is an obsession across Hays and we have

established a positive track record by exceeding the structural cost

savings targets we communicated in FY24 and FY25 several years

ahead of schedule.

Investing in Technology to enhance our

search & match processes, fill rates, and

cost efficiency

Our Technology initiatives will reinforce our strong competitive

position, improve consultant net fee productivity, and enable

furtherstructural cost savings. Building on many years of investment,

Hays owns core proprietary technology systems which include our

OneTouch CRM system, global client and candidate databases, and

Vendor Management System (VMS). These provide a powerful cost

and flexibility advantage versus off-the-shelf solutions and allow the

rapid training and development of proprietary AI and analytics

essential to optimising staffing processes.

During the year, we started to develop our next-generation Hays

Digital Platform, which is making good progress, and invested in

technology infrastructure and cybersecurity:

• Using Databricks we have combined candidate, client, and

operational data into a single data lake to accelerate our ability to

train and deploy AI agents including next-generation development

of candidate search & match.

• We recently accelerated our AI transformation through the

enterprise-scale rollout of advanced Microsoft AI capabilities,

becoming one of the first in our industry to deploy Microsoft E7

capabilities. The global rollout was completed across all regions

inJuly 2026.

• Our 3SS VMS platform is being upgraded to cover end-to-end

processes including candidate registration, timesheet approval,

invoicing and payments. We have improved the user experience,

especially on mobile, and integrated with Microsoft Teams to

simplify approval processes.

• In early February 2026 we completed a major upgrade to our One

Touch CRM platform in APAC, which is now being deployed to

Southern Europe. This provides a foundational platform that

allows us to deploy AI directly into the workflows where our

consultants spend the majority of their time.

Investing in our people: the Hays Academy

and an all-colleague share award

Momentum sets our direction. The Hays Way is how we deliver it.

This defines what great performance looks like at Hays, built

onexpertise, a framework of trust and integrity (increasing the

confidence of clients, candidates, colleagues, suppliers, investors

and regulators) and our Valued Behaviours. Two recent initiatives

significantly increase our investment in our people.

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Firstly, we are establishing the Hays Academy which will become

ourglobal centre for learning, performance, reward and career

development, bringing together on-boarding, capability building,

leadership development and career progression into one

connectedexperience.

Secondly, we have introduced a potential one-off share award for

allcolleagues, satisfied by existing shares held in treasury and by

ourEmployee Benefit Trust, which recognises their contribution and

reinforces alignment with shareholders. The scale of the award will

be determined by pre-exceptional operating profit in FY27. Through

broader employee share ownership and top-quartile reward

potential, we will strengthen engagement, foster a long-term

ownership mindset, and incentivise successful delivery of our

Momentum strategy.

We would like to thank our colleagues across the Group for their

professionalism, resilience and commitment during the year and

encourage them to behave like owners in anticipation of soon

becoming shareholders. Their continued focus on supporting

clientsand candidates, while simultaneously helping to reshape

thebusiness so we can prosper for another 60 years, has been

instrumental to our progress in FY26.

We are confident that Momentum is a

compelling strategy

We started to rapidly and decisively execute our Momentum

strategy in FY26 and are confident that our goals are ambitious

andachievable.

Momentum is aligned with feedback from our clients that they

universally want access to the highest quality candidates and

favoura technology-enabled, consultant-led service through

radically improved search & match capability that incorporates

hardand interpersonal skills matching.

Our strategy is based on a clear business definition and

understanding of what is required to win in each market, but

alsomakes deliberate choices on what we won’t do so we remain

focused on disciplined execution. It charts a path to leadership

inlarge and growing markets which supports our ambition to

deliverstructurally higher profitability, free cash flow, and return

oncapital employed.

FY26 operational and

strategic review

Market backdrop and trading review

FY26 was another year of significant strategic and operational

transformation against a backdrop of economic and political

uncertainty which weighed on client and candidate confidence.

Weused feedback from our clients, candidates, and colleagues to

shape our Momentum strategy, which will leverage our competitive

advantages to create a self-reinforcing flywheel effect and achieve

market leadership and the associated economic benefits. We took

decisive action to sharpen our focus, including the reshaping of

ourcountry portfolio, and invested in the Hays Digital Platform to

enhance our search & match processes, fill rates, and cost efficiency.

Temporary & Contracting and Permanent recruitment net fees

decreased by 5% and 12% respectively. Although Temporary &

Contracting net fees were relatively resilient through the year,

Permanent recruitment was subdued as we saw modestly lower

activity and placement conversion through the year in markets

outside North America, Southern Europe, and Asia. This more

thanoffset improvements to our mix and pricing.

However, our actions to drive consultant productivity growth

together with strong progress on our structural cost initiatives offset

the profit impact of an 8% reduction in Group like for like net fees in

FY26, with pre-exceptional operating profit increasing by 3%.

You can read about each division’s performance on pages 38-41 and

see our detailed financial performance on pages 22-24.

Our Momentum strategy is delivering

sharpened focus and an improved

businessmix

We continue to align our business with the most in-demand job

categories and took decisive action in FY26 to reshape our country

portfolio. We are investing in high-potential and high-performing

areas – for example in Germany, Construction & Property has

increased from 4% of net fees in FY24 to 9% in FY26 as we

havesuccessfully targeted opportunities in the infrastructure and

energy sectors – and are scaling back or exiting business lines with

low performance and potential. The proportion of our business

delivering year-on-year net fee growth increased from c.15% in the

first quarter of FY26 to c.30% in the fourth. Improving our business

mix will continue to be a material driver of sustained consultant

productivity growth over time.

We made good progress on increasing our exposure to higher-skilled

and higher-paid roles in the year. The average salary of our Permanent

recruitment and Temporary & Contracting candidates in the UK&I

increased by 6% and 8% respectively in FY26. Similarly, in ANZ, our

average Permanent placement salary increased by 5% in FY26.

We are improving our net fee mix by increasing the proportion

ofTemporary & Contracting net fees in our businesses over time.

Temporary & Contracting net fees were relatively resilient in FY26

and the contribution to Group net fees increased to 64% from

62%in the prior year. In contrast, Permanent recruitment markets

remained challenging in many of our countries.

Although Temporary & Contracting net fees declined by 5%

year-on-year in FY26, growth was positive in five countries,

includingnotably strong performances in Spain, Japan, and

ourServices businesses:

• Japan (FY26 Temporary & Contracting net fees +36%) driven by

client wins, higher volumes in Technology and Life Sciences, rising

Contractor fees, and selective additions to consultant headcount.

• Spain (+35%) driven by client wins and continued expansion into

specialisms such as Life Sciences and Engineering.

• We generated good net fee growth and new order intake in

ourGermany Services business during the year. We launched

aServices business in the UK&I, a portfolio of Statement of

Work-based solutions under the Hays brand to target the UK

Technology Professional Services market, and we are building

scale in ANZ.

Temporary & Contracting net fees declined in Germany primarily

due to fewer hours worked and challenging markets in Temporary

recruitment where we have greater exposure to the Automotive

sector, although both factors stabilised sequentially in the second

half of the year. Inthe UK&I and ANZ, we experienced tougher

market conditions inthe public sector but relative resilience in the

private sector, and Technology Contracting, in the UK&I, returned to

growth, up 3%.

Our Solutions business works with some of the largest Enterprise

companies in the world, often in multiple countries and specialisms.

We manage contingent labour forces under MSP arrangements, our

largest area at c.85% of Solutions net fees in FY26, but also provide

Recruitment Process Outsourcing (RPO), on-boarding, compliance,

assessment, and workforce planning. Solutions has performed

strongly and remained more resilient than the rest of our business.

We have previously highlighted a substantial bid pipeline with large

Enterprise clients in North America and are mobilising several new

contract wins which we expect to contribute to net fees over the

coming quarters.

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Decisive action delivered a return to profit

growth in the second half of FY26

Our actions to drive consultant productivity growth together with

strong progress on our structural cost initiatives offset the impact

ofthe Group’s net fee reduction in FY26, and we returned to strong

year-on-year profit growth in the second half including improved

performances in ANZ and Rest of World (RoW).

We continue to carefully allocate our consultants to business

lineswith the most attractive productivity and long-term structural

growth opportunity, target higher-skilled candidate roles, and invest

in the best tools for our consultants. Despite challenging markets,

our actions delivered 7% year-on-year growth in average consultant

net fee productivity in FY26 including notable increases in the UK&I,

up 14%. This continues the encouraging trend we demonstrated

through FY25 and, on a seasonally adjusted basis, productivity

hasincreased now for 11 consecutive quarters. Group consultant

headcount ended the year down by 12% year on year on a like for like

basis.

At our August 2025 prelims, we set ourselves a new ambition to

deliver c.£45 million per annum structural cost savings by the end

ofFY29, building on the c.£65 million per annum structural cost

savings delivered in FY24 and FY25. We made strong progress

towards this target, with c.£50 million annualised savings secured

three years ahead of schedule in FY26 and, in total, we have now

delivered c.£115 million annualised structural savings since the start

of FY24. This has been achieved through our global Finance and

Technology transformation programmes, restructuring our

back-office functions in Germany, EMEA, UK&I, ANZ and Asia,

restructuring our regional management structure in UK&I, and

rationalisation of our global property portfolio.

We closed or consolidated 74 offices in FY26, ending the year with

155 offices. We exited our operations in Thailand and, in February

2026, we closed our recruitment operations in Mexico but continue

to provide Enterprise and administrative support to our Americas

countries. In June 2026, we completed the disposal of our operations

in six European countries. We continue to proactively manage our

country portfolio and, in June 2026, announced that we were

exploring options relating to Belgium, Brazil, Greater China, Malaysia,

the Netherlands, Singapore, and UAE. Non-consultant headcount

ended the year down 13% year on year on a like for like basis.

As a result of these actions, we incurred an exceptional restructuring

charge of £89.6 million, detailed in note 5 of the Financial

Statements. Due to the ongoing andmulti-year nature of our

restructuring and transformation programmes, which are

strategically reshaping the business in line with our Momentum

strategy, we expect to incur further exceptional costs in FY27 but the

Board is committed to materially lower exceptionals thereafter.

Maintaining our capital allocation

framework and dividend policy

Our business model remains highly cash-generative, the Board’s

views on priorities for use of cash flow are clear, and we apply the

following principles to our capital allocation framework. Firstly, fund

the Group’s investment and development requirements. Secondly,

maintain a strong balance sheet position. Thirdly, maintain a dividend

that is affordable and appropriate within a target cover range of

2-3xpre-exceptional earnings. Fourthly, return surplus cash to

shareholders through an appropriate combination of special

dividends and share buybacks.

At the preliminary results in August 2025, the Board proposed a

reduction in the final dividend payment that more appropriately

aligned to the Group’s current level of profitability and affordability.

In addition, we removed our £100 million cash buffer to provide

greater flexibility through the cycle as our cash position rebuilds

overthe longer term.

The final dividend proposed of 0.29 pence per share is unchanged

from the FY25 final dividend, representing 2.8x FY26 pre-exceptional

earnings cover, and applying our historic one-third/two-thirds

interim/final split. This brings the full-year payment to 0.44 pence

per share.

CEO’s review continued

Our investment case

Driven by our Momentum strategy and the structural growth opportunities

in our industry, we believe there are three compelling reasons to invest in Hays.

1. Market position

We have a clear view of where we

holdleadership positions in the large,

fragmented global professional recruitment

market, which generated £160 billion net

fees in the 12 months to December 2025

and is expected to grow by 3.4% annually

over the next five years supported by

long-term structural growth drivers. In every

market we compete in, our ambition is clear:

to grow, achieve leadership, and deliver

thebenefits that come with it, including

higher-value roles, stronger margins, and

better outcomes for clients and candidates.

2. Structurally improving Hays

We have established a reliable track record

of consultant net fee productivity growth

and structural cost savings over the last

three years. Our Momentum strategy

targets a more than 50% increase in

consultant net fee productivity over the

medium term and lower cost to serve

inourmiddle and back office functions.

Overtime, we believe we will return to a

25%+ conversion rate, and a significant

increase in profitability, cash flow, ROCE

and shareholder returns.

3. Shareholder returns

We are highly cash-generative through

thecycle and committed to delivering

substantial shareholder value over the

longterm. Our financial strength supports

value-accretive organic and inorganic

growth, and allows us to return surplus

capital to shareholders in the most

appropriate form.

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Mark Dearnley

In conversation

Q: What is Momentum?

Momentum is about creating the next era of Hays by making

deliberate choices around where we compete, the specialisms we

prioritise, the products we offer, and where we have the greatest

opportunity to grow and establish leading positions. Because in

recruitment, leadership matters. Businesses that have a top-two

share of clearly defined markets, by country andby specialism,

consistently deliver stronger growth, higher margins and more

resilient performance. We are confident that Momentum is a

compelling strategy because it is closely aligned with feedback from

our clients, candidates and colleagues.

Q: What have you learned from meeting clients

and candidates?

Clients want the right people with the right mix of technical expertise

and interpersonal skills, delivered quickly through high-quality

placements by a partner who understands their world and makes

hiring simple and reliable. They want new hires to integrate well, add

value quickly, and stay for the long term, especially in higher-skilled,

more complex roles. They expect towork with us in a way that

maintains human judgement withHays consultants at the centre,

while using technology toseamlessly connect with their wider

business processes. They rank price as an important but not a

decisiveconsideration.

Q: What are your ambitions for Hays?

In every market we compete in, our ambition is clear: to grow,

achieve leadership, and deliver the benefits that come with it –

higher-paid roles, stronger margins, and better outcomes for clients,

candidates, shareholders and social value. Where we can’t, we’ll step

back and reallocate investment. Where we already benefit from

market leadership, some countries orclusters may choose one or

two additional specialisms, supported by a clear plan to maintain

leadership over time. Inmarkets where we have significant legacy

positions, we’ll take a phased transition approach, minimising

disruption for clients and colleagues while gradually shifting

investment towards our priority specialisms.

Q: What are your thoughts on culture at Hays?

The Hays Way defines what great performance looks like, built on

expertise, a framework of trust and integrity, and our Valued

Behaviours. We intend to grow our leaders and develop our

colleagues, through our recently founded Hays Academy, giving

them the skills, judgement and confidence to deliver in more

complex, specialist markets. This brings together the best of

ourglobal initiatives and builds on our long-held reputation ashaving

some of the best training in the industry. It’s how wetranslate that

expertise into better outcomes for clients, matching not just

technical capability, but the whole person. Inaddition, we are

delighted to introduce a potential one-off share award for

employees which recognises their contribution and reinforces

alignment with shareholders. Through broader employee share

ownership, we will strengthen engagement, foster a long-term

ownership mindset, and incentivise successful delivery of our

Momentum strategy.

Q: What are your key priorities for FY27

and beyond?

We intend to maintain our rapid pace of execution in FY27

whiletargeting revenue growth in our core geographies and

specialisms which provide a c.£100 billion market opportunity

forecast to grow at a 3.4% compound rate through to 2030. Driven

by our Momentum strategy, we will sustain our positive track record

of net fee productivity growth and significant savings in non-fee-

earning costs and external spend. Several ofour initiatives are

designed to enhance our competitive advantage and build a

best-in-class search & match platform todrive improved market

share and profitability.

Q: What are your technology initiatives?

We are making good progress with our next-generation Hays Digital

Platform. We have completed a major upgrade to our One Touch

CRM platform in APAC which is now being deployed to Southern

Europe. We are rolling out AI agents to provide our consultants with

best-in-class tools and recently accelerated our transformation

through the enterprise-scale rollout of advanced Microsoft AI

capabilities, becoming one of the first in our industry to deploy

Microsoft 365 E7.

“Momentum sharpens our

focusand captures the benefits

associated with market leadership.

As we leverage our sources of

competitive advantage, a self-

reinforcing flywheel will drive

higher market share, further

material productivity growth,

profitability, and client and

candidate satisfaction.”

Mark Dearnley

Hays plc

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End-to-end integration

Hays Digital Platform, automated search & match, AI-enabled workflows

25%+ conversion rate

50%+ increase over the medium term

Specialist positioning

3 products

Recruitment, Solutions and Services

Clarity on the end markets and clients we prioritise expertly selling

specialisms into

Higher skilled roles

£45k-£120k annual salary

6 global specialisms + select local specialisms Technology, Finance,

Construction & Property, Engineering, Life Sciences, HR

16 countries Germany, Austria, Switzerland, UK & Ireland, Australia &

NewZealand, US, Canada, Spain, Portugal, Italy, Poland, France, Japan,

andIndia

Fragmented technology

~5% conversion rate

~£14k consultant productivity

Generalist messaging

Broad product set: Spot, PSL,

MSP, RPO, SoW, HR advisory

Confusion between

specialism/industry

Broad coverage

21 specialisms

31 countries

From

Technology

Profitability

People

Brand

Products

Industries

Placement

role value

Specialisms

Countries

Transforming all aspects

of our business

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Delivering our

strategy

Engage organisation in

Momentum strategy

Optimise the global

cost base

Build a high-performance

lean operating model

Automate core processes

end-to-end

Build scale and strive

towards full-potential

delivery

Continue to streamline costs

Digitalisation of client and

candidate experience

Transformation of end-to-

end processes

Fully optimised

countryportfolio

Hays’ specialist reputation

solidified in each country

Attractive drop-through

ofnet fee growth to

operating profit

Hays established as

marketleader

Brilliant basics

FY27

Drive to leadership

Short term

Scale to full potential

Medium term

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Grow to specialism

leadership

Reshaping our country portfolio –

establishing a clear path to leadership

Over the last two years, we have consistently reshaped

our country portfolio as we build scale in high-performing

and high-potential markets and increasingly focus on

where we have the ability to establish leading positions.

We have evaluated our country portfolio through two lenses:

• Market attractiveness based on the current size of the

professional recruitment market, profitability, growth potential,

resilience to possible future AI headwinds, and governance risks.

• Our ability to win. Following a detailed assessment of relative

market share within individual specialisms in a country, we will

befocused in the medium term on increasing our market share

where we already have a leadership position, and building market

leadership in areas where we currently sit outside the top two.

Wewill reinforce our competitive advantage to differentiate in

these markets through our proprietary data and technology,

ourpeople, our brand and reputation, how we go to market,

andoperational excellence.

As a result, we exited our recruitment operations in Chile, Colombia,

Mexico and Thailand and, on 16 June 2026, we completed the

disposal of our operations in six European countries to Meraki

Capital for net cash proceeds (after transaction costs) of c.£4 million.

The operations primarily focus on providing specialist recruitment

services to local customers in the Czech Republic, Denmark,

Hungary, Luxembourg, Romania, and Sweden. In addition, and

consistent with our strategy, we announced that we were exploring

options relating to Belgium, Brazil, Greater China, Malaysia, the

Netherlands, Singapore, and UAE. Over the last two decades, these

17 countries generated modest profits, and occasional losses, after

central overhead allocation in every year aside from FY18, FY19

andFY22.

Following these developments, we will have a sharper focus on

driving increased penetration of a narrower portfolio of 16 countries

across nine geographies comprising:

• Country clusters, such as DACH (Germany, Switzerland, and

Austria), the UK & Ireland, Australia & New Zealand, and Southern

Europe (Spain, Portugal, and Italy) which are run as single markets,

without separate leadership structures in each individual country.

• North America

• France

• Poland

• Japan

• India

Each geography has substantial existing professional recruitment

and services markets, and attractive growth potential. We have clear

ambitions in our chosen markets: to grow; achieve leadership and

secure the benefits that come with it; target higher-value roles;

generate stronger margins; and achieve better outcomes for

clientsand candidates.

However, we will leverage a network of partners in geographies

beyond our chosen footprint to effectively serve clients requiring

multi-geography talent solutions. In many instances, our exited

businesses have formed this initial network and we may include

additional partners over time.

In addition, a narrower portfolio will allow us to implement

our growth and the Hays Digital Platform initiatives more swiftly,

better optimise our management spans and layers, and increase

senior management’s focus.

A c.£160 billion global recruitment market

According to data from Staffing Industry Analysts, on a

net fee income basis, the global market for Permanent

placement and Temporary & Contracting grew by 2%

to c.£160 billion in the 12 months to December 2025.

Managed Service Provision and Recruitment Process Outsourcing

added a further c.£11 billion. These figures do not include Statement

of Work or candidates recruited directly by in-house human

resources departments which may present a future source

ofgrowth in the long term.

Despite the challenges of the past three years, the underlying

market is still attractive, with continuing client needs and some

favourable trends for Hays, including the ongoing shift from

Permanent to flexible labour. The global Permanent placement

andTemporary & Contracting market is expected to grow at a

3.4%compound annual growth rate through to 2030 with the

lattersupported by powerful megatrends including: growth in

flexible, high-skill, non-Permanent careers; changing jobs and

skillshortages; demographic changes and increased employee

demands; and changing societal demands.

Our six core

specialisms

accounted

for60% of the

global market

in 2025

Our portfolio

of16 countries

accounted for

approximately

two-thirds

ofthe global

market in 2025

Our Momentum strategy continued

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Six global and several local specialisms

Hays will invest to grow and build leadership in

sixglobal specialisms: Technology, Finance,

Construction & Property, Engineering, Life

Sciences,and Human Resources.

In each instance, there is a large and growing market opportunity

supported by long-term megatrends and Hays currently has a

leadership position, or a credible path to leadership, over the short

term. In addition, Construction & Property, Engineering and Life

Sciences are more resilient to possible AI-related disruption.

It is unlikely that any geography will swiftly build scale in all six of

these specialisms, but each country, or country cluster, will extend

ortarget leadership in at least one or two based on its current

areasof strength and market outlook. We will double up where

weare current market leaders and selectively invest in sub-scale

specialisms only where Hays has an ability to establish a leading

position. Countries may offer an additional one or two specialisms

beyond this (for example, Office Support or Resources & Mining), to

reflect the composition of their local labour markets, where there is

an attractive opportunity and there is a clear path to leadership.

• In Germany, we are the market leaders in Technology, Finance

and Life Sciences and near followers in Engineering and

Construction & Property.

• In ANZ, we are the market leaders in Finance and Office Support,

and near followers in Construction & Property.

• In UK&I, we are near followers in Finance and Construction

&Property.

Global

specialisms

Relative AI

resilience

Resilience

toother

megatrends Other megatrends

Technology

Medium High • Cybersecurity/data protection

• Cloud/digital transformation

• Enterprise tech modernisation

Finance

Medium Medium • Regulation, controls, audit and tax burden

• Cost pressure on corporate functions

Construction

&Property

High Medium/High • Housing shortages

• Ageing infrastructure and asset renewal

• Public sector budget pressure

Engineering

Medium/High Medium/High • Energy transition

• Ageing infrastructure and asset renewal

• Capex slowdown from macro uncertainty

Life Sciences

Medium/High High • Ageing populations

• Healthcare demand growth

• Pharma innovation

Medium Medium • Workforce transformation

• Labour regulation complexity

• Cost pressure on corporate functions

Global specialisms

Technology

Software development, data, cybersecurity, and infrastructure,

spanning technical delivery through to digital transformation leadership

Finance

Accounting, audit & control, financial services & insurances,

banking, and commercial, spanning transactional support

throughto senior governance and performance roles

Construction & Property

Project development and property management, spanning trades

and site operations through to infrastructure and project leadership

Engineering

Engineering disciplines, manufacturing, and process/production,

spanning technical operations through to senior design and

projectengineering

Life Sciences

Pharmaceuticals, biotechnology, medical devices, and healthcare,

spanning research, development, and regulatory functions

Talent acquisition, employee relations, and organisational

development, spanning operational HR through to strategic

peopleleadership

Local specialisms

Office Support

Executive support, office management and operational coordination

Resources & Mining

Blue-collar workers and professionals across natural resources,

mining, oil & gas, and energy, spanning field operations and

technical roles through to senior project and engineering leadership

Education

Teaching, support and leadership roles across primary, secondary,

SEN and early years

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We are specialists in

higher-skilled employment

Hays focuses on the most skill-short specialist

employment areas including Technology, Finance,

Construction & Property, Engineering, Life Sciences,

and Human Resources. Most of the candidates

we place earn between £45,000 and £120,000

per annum.

Individual labour markets have their own nuances but we

estimatethat in aggregate these professional positions account for

approximately 60% of net fees generated by the global recruitment

industry. The remainder includes suppliers of lower salary blue-collar

and clerical positions, and executive search. We rarely address

thesenior executive market because this is well served by existing

executive search firms with established brands, relationships and

candidate pools; or low-salary junior positions because the net fee

potential is too low. Where we do place lower skilled roles, these

areserved with a fit-for-purpose delivery model and minimum

placement fee.

Professional recruitment markets benefit from multiple tailwinds:

• Candidate scarcity and selection risk are greater in these higher

skilled, specialist roles so they are challenging for in-house human

resources teams to fill. Our data indicates that on average it takes

10% longer to fill a Director-level role than an Associate. This

enhances the opportunity for external assistance and therefore

drives a higher ’penetration rate’ for recruitment agencies.

• Higher-skilled candidate salaries are more generous and, due to

the more challenging matching process, the fee rate percentage

charged by an agency also tends to be higher.

• The cost of exiting an unsuccessful regretted hire increases with

seniority due to exit packages, organisational disruption and the

direct time and cost of finding a replacement. As a percentage of

salary, our data indicates that these costs for a Director-level role

(150% of salary) are more than twice those related to an Associate.

The sweet spot for Hays is a combination of high-value, hard-to-fill

roles with a high cost of failure where the client hires regularly and is

willing to pay for quality and speed. In addition, these roles are less

exposed to job automation from AI than entry-level

professionalroles.

We will serve all end market sectors

targeting those where demand for our

sixglobal specialisms is greatest

End market industries (eg Automotive, Aerospace & Defence,

Banking, Insurance etc.) are distinct from specialisms and form

animportant part of our go-to-market approach. We will serve all

end market sectors, for public and private sector clients, targeting

those where demand for our six global specialisms is greatest.

Professional recruitment is the

largestelement of the global

recruitment market

£45–120k

Salary range for the majority of candidates we place

Executive search

> £120k (c.5% of Global

recruitment net fees)

Professional

recruitment

£45–120k (c.60% of Global

recruitment net fees)

Generalists

<£45k (c.35% of Global

recruitment net fees)

Our Momentum strategy continued

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Expert

in all we do

We are specialists in Recruitment, Solutions

and Services

Temporary recruitment: Employees hired on a non-Permanent basis

to meet short-term needs or demands. Included within Recruitment

Contracting: Support of a specific project for a predetermined

period, which can be extended if required. Included within

Recruitment and Services

Permanent recruitment: A company directly employs an individual

with no predetermined end date to the role. This is sometimes also

referred to as ‘direct hire’ in the industry. Included within Recruitment

Managed Service Provider: The transfer of all or part of the

management of a client’s Temporary & Contracting staffing hiring

activities on an ongoing basis to a recruitment agency. Included

within Solutions

Recruitment Process Outsourcing: The transfer of all or part of a

client’s Permanent recruitment processes on an ongoing basis to

arecruitment agency. Included within Solutions

Statement of Work: Contingent workers with specific expertise

whoare released when a particular project is complete. The contract

provides an outcome or quality commitment. Included within Services

Greater resilience in Temporary

&Contracting

Recruitment industry net fees are influenced by

several variables including real GDP growth, wage

inflation, client and candidate confidence, employee

quit rates, and fee levels. Volume activity is determined

by the total number of vacancies and the time taken

to fill a position with a candidate.

In Permanent recruitment, 80-90% of Hays’ activity is driven

byjobchurn within labour markets rather than the overall level of

employment. The Temporary & Contracting recruitment market

benefits from more structural, long-term growth drivers,

underpinned by powerful industry megatrends.

We also believe that our Temporary & Contracting net fees are less

cyclical than those of Permanent recruitment. Over the last 15 years,

the year-on-year growth rate in net fees generated from Temporary

& Contracting recruitment at Hays has demonstrated lower volatility

during economic peaks and troughs than Permanent recruitment.

Recruitment

(c.55% of FY26 Group net fees)

Hays Recruitment is our core proposition, comprising a mix

ofindividual and higher volume spot and Preferred Supplier

Listplacements.

Solutions – MSP

(c.20% of FY26 Group net fees)

Hays Solutions provides higher volume MSP services to large

Enterprise clients where our focus is on the higher-margin Master

Supplier and Preferred Supplier Organisation-style MSPs. To drive

operational efficiency, optimal use of the Hays’ candidate pool and

client loyalty, we target MSP contracts that can be supported by the

Hays Digital Platform and do not rely on the client’s technology stack.

Solutions – RPO

(c.5% of FY26 Group net fees)

Hays RPO is not a strategic focus for Hays, given its separation from

our core business and outlook for fee rates in the medium term.

Services

(c.20% of FY26 Group net fees)

Hays Services serves the growing Statement of Work (SoW) market.

Soft SoW is the delivery of project-based services, typically billed

ona time and materials basis where Hays has some accountability

towards the outcomes. For example, a project to test a new software

system. Soft deliverable SoW work is delivered under the Hays brand

in all markets with strong compliance controls. We occasionally

provide hard SoW under our Emposo brand (less than 1% of Group

net fees in FY26), which involves the delivery of projects where Hays

assumes delivery risk against clear milestones, in selective instances

where we have an established track record with the client and strict

governance protocols are in place.

(20)

(40)

(60)

(80)

Temporary & Contracting Permanent

FY25

FY26

FY24

FY23

FY22

FY21

FY20

FY19

FY18

FY17

FY16

FY15

FY14

FY13

FY12

FY11

FY10

FY09

FY08

Growth in Hays’ net fees (%)

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Recruitment Solutions Services

Spot PSL MSP RPO SoW

% of Hays

FY26 net fees

c.40% c.15% c.20% c.5% c.20%

Annual

placement

volume

Low Dozens or

hundreds

Hundreds or thousands Hundreds or

thousands

Dozens or hundreds

Key customer

needs

Typically SME

clients requiring

precise access to

deep talent pools

Customers who

need an approved

supplier panel to

help with broader

talent solutions

A deep, trusted

relationship to manage

all or part of a client’s

Temporary &

Contracting hiring

End-to-end

management of

Permanent projects,

processes and

compliance, including

Hays supply

Contingent workers with

specific expertise who

are released when a

particular project is

complete

Relationship

duration

Short, but we have

long standing

relationships with

many clients

3–5 years 3–5 years 3–5 years Less than 12 months

Contract

economics

and resourcing

Above average

feerates. Requires

skilled consultants

with a high level of

local expertise

Fee rates are

lowerthan spot but

volumes are higher

Candidate

resourcing often

achieved from

Hays ‘Centres

ofExcellence’

located in lower

cost regions

End-to-end

management of

externalTemporary &

Contracting workforce

suppliers, processes and

compliance, including

Hays supply into MSPs,

Master vendor has

priority to fill roles

Resourced on our

technology platform

Lower fee rates but

high volumes

Operationally complex

model with high

delivery intensity

Candidate resourcing

often achieved from

Hays ‘Centres of

Excellence’ located

inlower cost regions

Time and materials

fee,with client-led

management

andoversight

We rarely assume

delivery risk

Strong project

management capability,

ability to assemble

teams quickly, and

flexible access to

on- and off-shore

resource

Hays does not provide broader HR advisory services as a standalone proposition but our consultants regularly engage with our clients to

discuss the future of work, strategic workforce planning, the evolution of job/skills requirements, the human/AI hybrid workforce and the

provision of benchmarking data to help clients align their compensation and benefits to market benchmarks. We are increasingly leveraging

our AI investments and c.40,000 weekly interactions with clients and candidates to identify workforce trends and risks in real time, which will

form an important part of our marketing, relationship building, client development and consultative sales approach.

Our Momentum strategy continued

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Hays: Positioning for specialist authority

Over the past year, Hays has sharpened its position as a specialist

talent and workforce solutions partner, moving decisively from a

generalist recruitment model to one built around deep specialism

expertise. This shift is anchored in what clients and candidates

consistently tell us matters most: speed, market intelligence and

relationships built on genuine understanding of the talent markets

we serve. We are making our proposition clearer around the

specialisms where Hays has the right to lead, supported by

workforce solutions that reflect how organisations build

capabilityand how careers develop today.

The Hays Digital Platform will be at the core of this evolution,

whichbrings together human expertise and intelligent technology

tomatch the right talent to the right opportunity with a precision

thatgeneric platforms built on volume alone cannot replicate.

Thismatching capability, combined with the depth of market

intelligence we generate and share, enables us to go beyond simply

filling a brief. Our consultants bring human judgement, context and

an understanding of client and candidate needs that technology

alone cannot provide. This combination of technology-enabled

capability and human expertise strengthens decision making,

improves outcomes and underpins the long-term relationships

thatremain central to our business.

Specialist expertise is only valuable when it is shared, and this

iswhere our proprietary market insight sets us apart. Each year,

Haysturns data drawn directly from the markets we operate in into

authoritative views on pay, hiring trends and the changing demand

for skills. These insights help clients and candidates make decisions

with confidence and reinforce our position as a trusted source of

expertise. This is what specialism looks like in practice: the ability

tospeak with authority on talent scarcity, workforce trends and

market movement because we operate in these markets every day.

That authority builds trust and consideration long before a hiring

need arises.

This focus is deliberate and commercial. By concentrating on the

specialisms where our expertise is strongest, we are building a

clearer and more differentiated position in the market. We are

continuing to evolve how Hays is positioned, ensuring that our

expertise, market insight and workforce solutions capabilities

arecommunicated with greater consistency, clarity and impact.

Trust and integrity

Trust and integrity are central to Momentum and

tothe Hays Way. In an increasingly regulated and

complex operating environment strong governance,

ethical business conduct and effective compliance

areessential to protecting our licence to operate, and

maintaining the confidence of clients, candidates,

colleagues, suppliers, investors and regulators.

The external environment continues to evolve rapidly. Across

manymarkets, governments are introducing new legislation and

increasing enforcement activity in response to concerns around

worker misclassification, employment status, labour market

practices, transparency, supply chain management, and corporate

accountability. Recent examples include developments relating to

platform work, temporary agency labour and pay transparency.

These developments are accompanied by greater personal

accountability for directors and senior managers, including the

consequences of non-compliance for both organisations and

individuals. For clients, these changes are increasing financial,

operational and reputational risk, particularly in relation to

workforcearrangements, supply chain oversight and broader

compliance obligations.

As a result, organisations increasingly value partners who can

provide deep local regulatory expertise, strong governance and

theability to deliver compliant workforce solutions consistently

andat scale. In this environment trust and integrity help strengthen

stakeholder confidence, support long-term client relationships and

contribute to sustainable business growth.

Candidate

compliance

Crisis

response

Environmental

sustainability

Social

sustainability

Corporate

compliance

Proactive

risk

management

Cybersecurity

Contract

compliance

Corporate

governance

Data

protection

Trust &

integrity

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Unbeatable

matching

Clients want swift access to the best

candidates, compliant employment

contracts, with a Hays consultant at the core

The feedback from a recent global survey of our

clients is clear – they universally desire access to the

highest quality candidates. This reinforces our view

that Hays is best positioned to win when we deliver

curated candidates through a swift and precise

search& match process.

• In Permanent recruitment, clients tell us they value recruitment

agencies whose consultants provide strong specialism expertise

and access to high-quality candidates. These two factors rank

significantly above all others, including price.

• In Temporary & Contracting, clients also value candidate

qualityclosely followed by speed of process, from initial request

tocandidate start date. Price and specialism expertise lag some

way behind in joint third.

• In MSP, clients again value candidate quality but, in this

instance,price and regulatory compliance are the next

largestmotivational factors.

When we ask our clients which factors they consider to be important

when measuring ‘quality’ they tell us that, once baseline technical

skills requirements have been achieved, then values and behavioural

alignment are the key differentiators. In more than half of responses

our clients rank interpersonal skills such as agility, resilience,

communication and leadership as their most important hiring

factors for senior roles. We believe this presents Hays with an

opportunity to differentiate: by leveraging our 10+ million candidate

database and c.40,000 weekly interactions between our consultants

and their clients and candidates, and applying proprietary search &

match algorithms to assess hard and interpersonal skills, we can

swiftly and precisely identify the highest quality candidates.

Although technology can assist, many of our clients also tell us that

our human-led approach is an important element they wish to retain.

Hays’ consultants have deep domain knowledge – of their clients,

candidates and specialisms – which they use to provide essential

human insight when assessing values and behavioural alignment.

Over time, we will improve our search & match capability to

supportthe best post-hire success rates in the industry.

Candidates value successful placement

outcomes and regular feedback

According to recent surveys by our operations

inGermany, the UK and Australia, our candidates

understandably rank achieving a successful

placementas the most important factor when

assessing a recruitment agency. They rapidly

becomefrustrated by poor communication

andtheabsence of constructive feedback.

Hays is addressing these areas of detraction by embedding more

automation and AI into our workflows to create a meaningful and

personalised digital relationship with each candidate.

Rapid deployment of high-ROI use cases

We are rolling out AI agents to provide our consultants with

best-in-class tools, reduce administrative burden, improve

automation and efficiency in our back-office and middle-office

functional areas, and provide powerful and personalised data

andinsights to our customers.

Initial examples include:

• Our ‘Smarter Meetings’ AI agent analyses client and candidate

conversations, capturing structured actions, key CRM data,

andactionable insights in real time – reducing manual

administration and consistently recording critical information

anddata. We are already seeing a material improvement in the

volume of structured data captured per conversation, materially

improving the quality and depth of our candidate records, which

in turn supports better matching, stronger pipeline visibility, and

more sophisticated analytics.

• Our AI-curated ‘Market Intelligence’ agents provide bespoke

market analysis at scale to support business development activity.

This enables consultants to engage clients with more informed

and timely insights into market conditions, demand trends, and

opportunities. We are already seeing improved business

development focus and returns.

We have a further pipeline of enterprise level of initiatives and are

focused on generating returns at an enterprise scale.

Our Momentum strategy continued

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Powering

productivity

We have five critical sources of

competitive advantage

Our proposition is clear – compliant, flexible, scalable

end-to-end solutions for rapidly evolving talent needs,

built on the provision of high-quality candidates at

speed, combining technical skills and aligned values

and behaviours through advanced matching. Our

leadership will be supported by five critical sources

ofcompetitive advantage, combining brilliant basics

and step-changes in our capabilities.

1. Proprietary data and technology,

and compliance supported by our

Hays Digital Platform

Our internal analysis confirms a direct link between speed and

successful financial outcomes. Roles for which CVs are sent on the

same day achieve a materially higher fill rate than responses over the

next one to two days. Importantly, single-CV submissions perform

even better, clearly demonstrating that candidate quality and the

judgement applied by Hays consultants are vital aspects of the

matching process. Many of our initiatives are designed to

increasethe frequency of these positive outcomes:

• Building upon our existing database which contains 10+ million

CVs and c.40,000 weekly interactions with clients and candidates,

we intend to develop the deepest database of relevant, qualified

candidates and unique insights into client hiring behaviour. These

proprietary inputs are difficult to recreate using models trained

onpublic or semi-public information.

• We monitor placement volumes and evolving skills profiles and

leverage this data to provide proprietary, specialism-specific

insights and analytics.

• We are investing in our front office platforms to create the

‘workspace of the future’ including market-leading automated search

& match algorithms and end-to-end tech-enabled processes.

• New regulation, largely designed to avoid ‘mock employment’,

isincreasing tax complexity and compliance burdens in many

countries. Our differentiated, market-leading compliance and

vetting processes help to minimise onboarding friction for clients

and candidates.

• We will offer end-to-end integration across Hays’ platforms

andclients’ vendor management and human resource

management systems.

2. The Hays Academy will attract, develop

and retain the best specialist consultants.

We are creating the Hays Academy to attract and develop top talent,

engage our people, and celebrate strong performers to create a

winning culture and ensure low staff attrition. Our consultants are

highly motivated with deep-seated expertise in their respective

specialisms. Hays consultants of the future will continue to be more

productive than today as we focus on where we are best placed

toestablish leading positions and support them with the right

remuneration incentives and our investments in data and

technology. High-performing Hays consultants can expect

uncapped upper-quartile rewards.

3. Brand and reputation

We seek to be the most trusted adviser to our clients, across large

enterprises and SMEs, and the preferred partner to our candidates,

with a reputation for delivering the best post-hire success rates in

the industry. We drive value not just by what we do, but by how we

do it. By being a trusted, ethical and responsible business, we protect

revenue, win more work, strengthen our brand, and attract and retain

talent. Trust builds our reputation, credibility, and long-term resilience.

4. Go to market approach

Our differentially consultative sales process helps clients to

understand and choose the best solution for their evolving talent

needs based on our market-leading proprietary specialism insights

and analytics. This Hays selling approach is taught at the Hays

Academy. We use insights from client net promoter scores to close the

feedback loop and driven measurable improvements in satisfaction.

5. Operational excellence in our middle

and back offices

We are building efficient and highly automated middle and

backoffices driven by streamlined organisational structures, global

consistency in processes, and a lean office footprint. Our Hays Digital

Platform will introduce highly automated, low-cost solutions across

the full pay-bill cycle. This reduces non-fee-earner costs and external

expenditure while ensuring consistent, reliable, high-quality delivery

of core processes such as compliance and payroll.

Improving operational efficiency and consultant productivity is

anobsession across Hays and we have established a positive track

record. In FY25 we exceeded our £30 million annualised structural

cost savings target two years ahead of schedule. In FY26 we

exceeded our £45 million annualised structural cost savings

targetthree years ahead of schedule.

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These sources of competitive advantage create a self-reinforcing flywheel effect

with Hays consultants at the centre

Clients access the best candidates through a swift and precise search & match process which lowers their search

costs and the risk of an unsuccessful regretted hire. Candidates are offered the best roles, successful placement

outcomes, and regular feedback. Through our proprietary data and investments in technology and training,

Haysconsultants will match client demand and candidate supply more swiftly and accurately.

As our market share grows, this self-reinforcing flywheel drives higher market share,

revenues, productivity, profitability, consultant commission, and client and candidate

net promoter scores

Higher share of wallet

Stronger

specialist

brand

Higher client satisfaction and loyalty

Higher candidate

loyalty

Better quality

roles to fill

Attract

greatest

experts

Retain top billers

Stronger client advisory

Invest in training and skills

Sharper opportunity qualification

Higher consultant net

feeproductivity

Stronger candidate inflows

Better

client

outcomes

Deeper candidate pool

Clients

Hays

Consultants

Candidates

Quality

Speed

Relevance

Speed

Expertise

Productivity

Rewards

Our Momentum strategy continued

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Delivered

the Hays Way

Our people and culture

At our core, we are a people business. Every day,

we match organisations with talent, and talent with

opportunity. Delivering consistently for our clients

is driven by the engagement and performance of

our colleagues.

Last year, clear priorities were set to evolve our culture, strengthen

capabilities, enhance our colleague experience and amplify our

colleague voice. During the year we made significant progress

against these priorities, with a sharper focus on how our culture is

embedded and experienced across our business, including how

inclusion and wellbeing are reflected in how we work, lead and

deliver for our clients.

Defining how we work

This year, we launched our brand-new Valued Behaviours. These

were shaped in collaboration with colleagues across Hays, setting

aclear and consistent ambition for how we drive performance,

collaborate effectively and deliver together. This marks a significant

step forward in the evolution of our culture; retaining the best of

Hays while adapting, to ensure we are able to deliver our wider

business objectives.

Our Valued Behaviours

“It was important that our new Valued

Behaviours became more than words.

Our role as leaders is to make them

tangible in everyday moments, through

how decisions are made, how teams

areempowered and how we deliver

forour clients.”

Deborah Dorman

Chief People Officer

Colleague voice

We have made a step-change in how colleague voice is heard and

acted upon, directly supporting our priority to amplify engagement

and strengthen two-way dialogue. When diverse perspectives

inform our work, decisions are better, solutions more innovative,

andthe relationships we build with clients and candidates deeper.

Colleague feedback and input were instrumental in shaping our

Momentum strategy.

Making it real through leadership

Defining our Valued Behaviours is only the start. Our new leadership

framework sets clear expectations for leaders at every level, defining

what good leadership looks like in practice. It places accountability

on leaders to role-model our Valued Behaviours, foster psychological

safety, create positive and inclusive environments and enable

high-performing teams.

This is being embedded through Leading Better Together, our global

leadership immersion programme for 700 of our leaders, focused

onturning expectations into everyday practice. Across 16 weeks,

sixinteractive workshops, three peer coaching sessions, and three

accountability labs provides leaders with practical tools and a shared

approach to learning.

Be Bold and Curious. Be Better Together.

Own the Outcomes.

Champion the Customer.

These behaviours are shaping the future of our business, balancing

performance and accountability with collaboration, inclusivity and

curiosity, all in service of delivering for our clients, candidates and

thecommunities we support. They create a shared language across

our markets and build a consistent understanding of how success

isachieved.

Alongside these, we introduced a focused set of global People

Standards, Treating Each Other with Respect and Health, Safety

andWellbeing, which set out the behaviours and expectations we

expect across our whole business. These set the foundation for

theday-to-day experience of our colleagues, ensuring inclusion,

wellbeing, mental health and psychological safety are embedded

into how our work gets done.

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“We see DEI, mental health and wellbeing

as a catalyst for growth – helping us

broaden our access to talent, strengthen

our client impact, and build a culture

wheredifference drives our collective

performance. It is both a commercial

advantage and the right thing to do.”

Hannah Sargeant

Global Director of Colleague Experience

“Joining Mark Dearnley for International

Day of Persons with Disabilities was a

powerful moment to share my experience

with neurodiversity, learn from others and

explore how technology, including AI, is

reducing barriers, enabling innovation and

creating new opportunities for everyone

tocontribute, collaborate and succeed.

Working in change, it reinforced for me

thatwhen we design with inclusion at the

centre, we create environments where

people can thrive and deliver better

outcomes for our colleagues,

candidatesand clients alike.”

David Butler Smith

Senior Change Manager

Measuring and acting

Our refreshed approach to colleague listening brings together

multiple sources of insight to create a more continuous and

responsive view of colleague experience:

• Your Voice, our annual engagement survey

• Pulse surveys, at mid year

• New monthly Heartbeat survey.

This provides a more continuous understanding of our colleague

experience, including how the Valued Behaviours are showing up in

practice, levels of psychological safety, and broader wellbeing trends.

Engagement scores this year reflect a period of significant change

across our business. While overall engagement has declined by

3percentage points to 67%, it remains broadly in line with external

benchmarks. We recognise there is more to do and are focused

onimproving engagement as we embed our strategy across

theorganisation.

Importantly, there have been improvements in areas linked to

colleagues living the Valued Behaviours, putting customers at

theheart of what we do and receiving useful feedback to improve

performance. These are important signs of progress, and all three

link directly to our culture roadmap.

Building deeper insight

We have made colleague engagement a visible priority, led by

members of our ELT and Board through regional sessions across our

global markets. These have created space for open, direct

conversations on culture, business priorities and colleague

experience, reinforcing our commitment to hearing from colleagues

at every level of the organisation. These opportunities for ongoing

dialogue help ensure we’re harnessing the rich insights of our

colleagues to help shape how we deliver for clients and candidates,

as well as how we create a positive experience for ourpeople.

This approach has been complemented by deeper, targeted

engagement with key groups, including senior women in operational

roles, colleagues with disabilities and neurodivergent conditions, and

employee network leads. Alongside this, a wide range of global and

local inclusion-focused events has strengthened connection and

broadened the range of perspectives shaping our thinking.

Insights generated through this listening are actively informing how

we design and evolve our organisation inclusively. A key enabler is

our new partnership with the Business Disability Forum, which is

supporting us to embed accessibility into our ongoing business

transformation. This includes our systems, tools and ways of

working, ensuring that inclusion, alongside mental health

andwellbeing, is proactively designed into how we operate.

Moving forward

This year was about putting the foundations in place. Clearer

expectations. Stronger leadership. Better listening.

As the world of work continues to change rapidly and the need to

adapt at pace as an employer increases, this has a direct impact

onhow we attract, develop and retain talent. Our focus now is on

continuing to embed the changes we have made, ensuring the

Valued Behaviours are experienced consistently across the

organisation and reflected in how success is delivered – for

colleagues, for clients and for candidates.

We will make Hays a destination for talent, supported by strong skills

development, career opportunities and reward, flexible and hybrid

ways of working, capable line managers and a culture built around

our Valued Behaviours.

Capturing colleague ideas

Message Mark, our colleague suggestion scheme, provides a direct

route for ideas and improvements to our CEO, reinforcing a culture

where colleagues can actively shape how we continue to evolve.

Our Momentum strategy continued

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People and our Momentum strategy

Our people are central to delivering our Momentum strategy. As we reshape Hays

into a more specialist, insight-led and technology-enabled organisation, we are

building a People & Culture function that will support every colleague to thrive.

We are evolving into a more globalised People & Culture function to give colleagues a more consistent

and higher quality experience across talent, learning, performance, reward and colleague experience.

Under the banner of our new Hays Academy, we will support delivery of our strategy by investing in the

knowledge and skills our colleagues need to become trusted experts. We will expand learning pathways

focused on specialist knowledge, leadership excellence and consultative selling skills. The Hays Academy

will become our global centre for learning, performance, reward and career development, bringing

together on-boarding, capability building, leadership development, career progression and reward

intoone connected experience.

We are also continuing to invest in modern tools that make work simpler and faster, enabling our

colleagues to be more productive. As the Hays Digital Platform rolls out, colleagues will benefit from

improved digital platforms, streamlined processes and automation that frees them to focus on

high-value work.

To support this, we will also strengthen digital and data capability, ensuring colleagues can confidently

and responsibly use new tools, platforms and AI-enabled matching technology.

This combination of state-of-the-art tools and colleague development will support our colleagues to be

the very best they can be.

Momentum is a multi-year journey,

and our people are the foundation of

itssuccess. Together, we are building a

workforce ready to lead in specialist talent

markets for years to come.

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Operating performance

Year ended 30 June (£m) 2026 2025

Actual

growth

LFL

growth

Turnover

(1)

6,421.2 6,607.0 (3)% (4)%

Net fees

(2)

905.5 972.4 (7)% (8)%

Pre-exceptional operating profit

(5)

48.6 45.6 7% 3%

Post-exceptional operating (loss)/profit (41.0) 14.9 (375)%

Statutory (loss)/profit before tax (54.5) 1.5 (3733)%

Pre-exceptional basic earnings per share

(5)

1.21p 1.31p (8)%

Statutory basic earnings per share (3.64)p (0.49)p (643)%

Cash generated by operations

(4)

92.0 128.3 (28)%

Core dividend per share 0.44p 1.24p (65)%

Note: unless otherwise stated all growth rates discussed in the CFO’s review are like-for-like (LFL) YoY net fees and profits, representing organic growth of operations at constant

currency, and excluding country closures and exits.

1. Net fees of £905.5 million (FY25: £972.4 million) are reconciled to statutory turnover of £6,421.2 million (FY25: £6,607.0 million) in note 4 to the Consolidated Financial Statements.

2. Net fees comprise turnover less remuneration of temporary workers and other recruitment agencies.

3. Conversion rate is the proportion of net fees converted into pre-exceptional operating profit

(5)

4. Cash generated by operations is stated after IFRS 16 lease payments, which we view as an operating cost.

5. Exceptional items for the year ended 30 June 2026 consist of £45.1 million relating to operational restructurings, £26.6 million relating to rationalisation of the global property portfolio,

£8.0 million relating to the disposal of the operations in six European countries, and £9.9 million relating to the partial impairment of goodwill in Belgium and the Netherlands and net

impairment of intangible assets. The prior year charge of £30.7 million consists of a restructuring charge of £17.7 million and £13.0 million relating to operational transformation

programmes. There were no exceptional charges in FY22 or FY23.

6. The underlying Temporary margin is calculated as Temporary net fees divided by Temporary gross revenue and relates solely to Temporary placements in which Hays generates net fees, and

specifically excludes transactions in which Hays acts as an agent on behalf of workers supplied by third-party agencies, and arrangements where the Group provides major payrolling services.

7. Operating cash conversion represents the conversion of pre-exceptional operating profit

(5)

to cash generated from operations

(4)]

Chief Financial Officer’s review

CFO’s review

The decline in net fees eased to 8% in FY26

and we executed our strategy well, reporting

7% consultant net fee productivity growth

and exceeding our structural cost savings

target three years ahead of schedule.

Following a return to strong year-on-year

growth in the second half, pre-exceptional

operating profit grew by 3% in FY26 although

reported results were impacted by exceptional

costs related to the rapid initial execution of

our Momentum strategy.

James Hilton

Chief Financial Officer

August 2026

Group net fees

(2)

£905.5m

FY25: £972.4m

Earnings per share

(5)

1.21p

FY25: 1.31p

Cash from

operations

(4)

£92.0m

FY25: £128.3m

Cash conversion

(7)

189%

FY25: 281%

Pre-exceptional

operating profit

(5)

£48.6m

FY25: £45.6m

Year-end net cash

£20.1m

FY25: £37.0m

Dividend per share

0.44p

FY25: 1.24p

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Fees and turnover

Turnover for the year ended 30 June 2026 decreased by 4%

(3%ona reported basis). Net fees for the year ended 30 June 2026

decreased by 8% on a like-for-like basis, to £905.5 million. This

represented a like-for-like net fee decline of £73.6 million versus the

prior year. The higher net fee decline compared to turnover was due

to the relatively resilient performances in Temporary & Contracting

versus Permanent recruitment and in our Solutions business.

Temporary & Contracting net fees (64% of Group) decreased by 5%.

Volumes declined by 4%, with a further 1% or c.£6 million net fee

impact from lower average hours worked per contractor in Germany.

There was minimal impact from specialism and geographical mix,

with a 20bps year on year decrease in ourunderlying Temp margin

(6)

to 15.1%.

Permanent placement net fees (36% of Group) decreased by 12%

asweak client and candidate confidence drove below-normal

conversion of activity to placement and a lengthening of our

‘time-to-hire’. Average Perm fee grew by 2% year on year as good

growth in RoW and UK&I was offset by placement mix, most notably

due to more significant net fee decreases in Germany. Net fees in

the private sector (84% of Group) decreased by 7% but the public

sector was more challenging, down 9%.

Our largest global specialism of Technology (26% of Group net fees)

decreased by 1%, with Permanent resourcing significantly more

challenging than Temporary & Contracting. Senior Finance

outperformed Junior Finance but overall our Accountancy &

Finance net fees decreased by 12%. Construction & Property grew

by 3% driven by a strong Germany performance and greater stability

in ANZ and UK&I. Net fees in the Solutions business were resilient,

with good performance in MSP contracts and several new client

wins offsetting the loss of an RPO contract which was taken

backin-house.

Pre-exceptional operating profit increased

by 3%

FY26 pre-exceptional

(3)

Group operating profit of £48.6 million

represented a like-for-like increase of 3% (up 7% reported). The

Group conversion rate

(4)

increased by 70 bps year on year to 5.4%.

Like-for-like operating costs decreased by 8% year on year or

£75.1 million (£69.9 million on reported basis, down 8%). This was

driven by 15% lower average Group headcount, lower commissions

and bonuses, close control of third-party spend, and our structural

cost-saving initiatives, partially offset by our own salary increases

and underlying cost inflation.

Exchange rate movements increased net fees and operating profit

by £14.9 million and £2.1 million, respectively. This resulted from the

weakening in the average rate of exchange of sterling versus our

main trading currencies, notably the Euro. Currency fluctuations

remain a significant Group sensitivity.

Exceptional restructuring charge

During the year, the Group incurred an exceptional charge of

£89.6 million (2025: £30.7 million) as we undertook significant

restructurings of the Group’s operations through the implementation

of our Momentum strategy, which is our response to changes in the

recruitment market.

The Group undertook the restructure of several country business

operations at a cost of £45.1 million which generated a c.£40 million

annualised structural cost saving. In Germany, the United Kingdom &

Ireland, ANZ, Europe and Asia, we restructured our sales operations

and back-office functions, including the multi-year Technology and

Finance Transformation programmes. In the Americas we closed our

operations in Mexico and in Asia we closed our operations in Thailand.

The Group undertook a strategic review of its global property

portfolio which led to the exit or consolidation of 74 offices, and

resulted in an exceptional charge of £26.6 million, which generated

ac.£10 million annualised structural cost saving.

In June 2026, the Group announced that it had completed the

saleof its operations in the Czech Republic, Denmark, Hungary,

Luxembourg, Romania and Sweden to Meraki Capital. The disposal

resulted in an exceptional loss of £8.0 million (including £1.0 million

ofcosts directly attributable to the disposal), comprising net assets

disposed of £11.6 million offset by total consideration receivable

of£4.6 million.

The Group incurred a £4.7 million charge and a £2.2 million charge

resulted from the partial impairment of the carrying value of goodwill

in Belgium and the Netherlands respectively, resulting in a combined

goodwill impairment of £6.9 million which is a non-cash item.

During the year, the Group accelerated the digitalisation of its

business and the deployment of new technology solutions. As a

result, management determined that certain existing intangible

assets would no longer be used in the Group’s operations and

therefore concluded that their carrying values were no longer fully

recoverable. This resulted in a net impairment charge of £3.0 million.

The cash impact of the exceptional charge in the current year was

£31.2 million, with an additional £10.8 million of cash payments in

respect of the prior year exceptional charge, including £2.8 million

oflease liability repayments relating to right-of-use assets that were

previously impaired.

The exceptional charge generated a net £12.1 million tax credit

(2025:tax credit of £2.0 million).

Net finance charge

The net finance charge for FY26 was £13.5 million (FY25: £13.4 million).

Net bank interest payable (including amortisation of arrangement

fees) was £8.2 million (FY25: £7.3 million) due to modestly higher

average drawings on the Group’s revolving credit facility.

Among non-cash items, there was a £0.4 million charge on the

unwinding of discounted provisions (FY25: £nil), net interest on

defined benefit pension scheme obligations was £nil (FY25: £1.5 million)

following the full buy-in of the Scheme’s remaining benefit obligation

in FY25, and the interest charge on lease liabilities under IFRS 16 was

£4.9 million (FY25: £4.6 million).

We expect the net finance charge for FY27 to be c.£12 million,

slightly below FY26, driven by a lower IFRS 16 interest charge on

thereduced property lease liabilities.

Taxation

The tax charge for the year ended 30 June 2026 of £15.8 million

(FY25: £11.3 million) represented a pre-exceptional effective tax

rate(ETR) of 45.0% (FY25: 35.1%). The higher ETR was driven by the

impact of losses arising in countries where no tax benefit has been

recognised, coupled with the concentration of profits in countries

with higher tax rates. On a statutory basis, the effective tax rate

wasminus 6.8%, including a £12.1 million tax credit in respect of

exceptional items.

We expect the Group’s ETR in FY27 to be slightly below FY26,

assuming no material change in geographic mix of profits, and

toreduce as profits rebuild over time.

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Earnings per share

The Group’s pre-exceptional basic earnings per share (EPS) of 1.21p

was 8% lower than the prior year. The reduction was a result of a

higher ETR, partially offset by a 7% higher pre-exceptional operating

profit noted above. On a statutory basis, the loss per share increased

by 643% year on year to 3.64p.

Balance sheet and cash generation

Our net cash position at 30 June 2026 was £20.1 million

(FY25: £37.0 million). We had a strong cash performance across

theGroup and converted 189% of operating profit

(3)

into operating

cash flow

(5)

(FY25: 281%

(5)

) due to a working capital inflow of

£24.9 million in FY26 (FY25: £58.1 million inflow) as Temporary &

Contracting fees and placements reduced and cash collection

remained strong. Debtor days improved slightly to 36 days

(FY25: 37days), and our aged debt profile remains strong. Group

bad debt write-offs were minimal and are at historically low levels.

Cash from operations declined by 28% year on year to £92.0 million.

Cash tax paid in the year was £19.8 million (FY25: £12.9 million).

Capital expenditure was £24.1 million (FY25: £22.7 million), with

ongoing investments in our Hays Digital Platform, technology

infrastructure and cybersecurity. We anticipate capital expenditure

in the £30-35 million range in FY27, at a similar run rate to our H2 26

capex of c.£14 million.

Net interest paid was £8.2 million (FY25: £7.3 million). The cash impact

of exceptional restructuring charges in FY26 was £42.0 million.

During the year we paid a £4.6 million final core dividend for FY25

and a £2.4 million FY26 interim dividend.

Final dividend

At the preliminary results in August 2025, the Board proposed a

reduction in the final dividend payment that more appropriately

aligned to the Group’s current level of profitability and affordability.

In addition, we removed our £100 million cash buffer to provide

greater flexibility through the cycle as our cash position rebuilds

overthe longer term.

The final dividend proposed of 0.29 pence per share is unchanged

from the FY25 final dividend, representing 2.8x FY26 pre-exceptional

earnings cover, and applying our historic one-third/two-thirds

interim/final split. This brings the full-year payment to 0.44 pence

per share.

The final dividend will be paid on 26 November 2026 to shareholders

on the register on 16 October 2026. A Dividend Reinvestment Plan

(DRIP) is provided by Equiniti Financial Services Limited. The DRIP

enables the Company’s shareholders to elect to have their cash

dividend payments used to purchase the Company’s shares. More

information can be found at www.shareview.co.uk/info/drip. The

deadline to elect to participate in the DRIP is 3 November 2026.

Foreign exchange

Overall, net currency movements versus sterling positively impacted

results in the year, increasing net fees by £14.9 million, and operating

profit by £2.1 million, primarily due to the weakening of sterling

versus the Euro.

Fluctuations in the rates of the Group’s key operating currencies

versus sterling represent a significant sensitivity for the reported

performance of our business. By way of illustration, based on our

FY26 results, each 1 cent movement in annual exchange rates of

theEuro and Australian dollar impacts net fees by c.£3.9 million and

c.£0.6 million respectively per annum, the Euro has c.£0.6 million

perannum impact on operating profit and the Australian dollar

£0.1 million.

The rate of exchange between the Euro and sterling over the year

averaged €1.1506 and closed at €1.1609.

The rate of exchange between the Australian dollar and sterling over

the year averaged AUD $1.9805 and closed at AUD $1.9209.

James Hilton

Chief Financial Officer

19 August 2026

Chief Financial Officer’s review continued

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Information

A key long-term focus for management is growing consultant net fee productivity above inflation to

support greater profitability through the cycle. Despite challenging markets, our actions delivered 7%

year-on-year growth in average consultant net fee productivity in FY26 including a notable 14% increase

in the UK&I. This continues the encouraging trend we demonstrated through FY25 and, on a seasonally

adjusted basis, productivity has increased now for 11 consecutive quarters.

We continue to carefully allocate our consultants to business lines with the most attractive productivity

and long-term structural growth opportunity, target higher-skilled candidate roles, and invest in the best

tools for our consultants. We have also placed greater focus on our data lake, next-generation the Hays

Digital Platform, and dynamic pricing.

We made good progress increasing our exposure to higher-skilled and higher-paid roles in the year.

Theaverage salary of our Permanent recruitment and Temporary & Contracting candidates in the UK&I

increased by 6% and 8% respectively in FY26. Similarly, in ANZ, our average Permanent placement fee

increased by 5% in FY26.

During the year, we took swift and decisive action to refocus our country portfolio, commencing with the

exit of our recruitment operations in Mexico and Thailand. In June 2026, we completed the disposal of

our operations in six European countries.

Powering productivity

Delivering on our Momentum strategy

7,000

8,000

9,000

10,000

11,000

12,000

13,000

14,000

Net fees per consultant (LHS) Indexed to FY19 (RHS)

Q1 19

Q2 19

Q3 19

Q4 19

Q1 20

Q2 20

Q3 20

Q4 20

Q1 21

Q2 21

Q3 21

Q4 21

Q1 22

Q2 22

Q3 22

Q4 22

Q1 23

Q2 23

Q3 23

Q4 23

Q1 24

Q2 24

Q3 24

Q4 24

Q1 25

Q2 25

Q4 25

Q1 26

Q2 26

Q3 26

Q4 26

Q3 25

100

110

120

130

140

£ per period

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Delivering on our Momentum strategy continued

Attractive higher-skilled, higher-salary roles

We benefit from three tailwinds in professional recruitment markets. Firstly, candidate scarcity and

selection risk are greater in these higher skilled, specialist roles so they are challenging for in-house HR

teams to fill. This enhances the opportunity for external assistance and therefore a higher recruitment

agency ‘penetration rate’. Secondly, higher-skilled candidate salaries are more generous. Thirdly, due

tothe more challenging matching process, the fee rate percentage also tends to be higher.

Consequently, our Germany division has sustained a robust level of profitability despite recent economic

headwinds due to greater exposure to Temporary & Contracting but also because the candidates we

place often earn annual salaries in excess of £100,000.

We are not static – we target areas of the labour market with the

most attractive long-term prospects

Although our six global specialisms contributed 76% of Group net fees in FY26, we are not static and

instead allocate resources to enhance our position in the most in-demand job categories. We will remain

vigilant as AI amplifies change in global labour markets.

For example, Accountancy & Finance contributed 30% of Group net fees and was our largest specialism

in FY08 but this declined substantially over the following decade as junior roles were automated or

offshored by clients to lower cost countries. Despite this headwind, Group net fees increased by 44%

between FY08 and FY19 as we pivoted to faster-growing specialisms such as Technology, Life Sciences,

and Engineering.

18%

30%

14%

28%

16%

29%

18%

28%

14%

25%

20%

29%

16%

19%

16%

31%

15%

18%

17%

31%

15%

17%

29%

16%

17%

28%

15%

16%

20%

29%

15%

20%

29%

14%

10%

15%

21%

28%

14%

15%

22%

29%

13%

15%

23%

29%

12%

15%

25%

28%

12%

14%

26%

28%

11%

14%

26%

29%

11%

14%

25%

31%

10% 11%

11% 11%

15% 15%

25% 25%

29% 29%

14%

10%

18%

26%

19%

Technology Finance Engineering Construction & Property Office Support Life Sciences OtherHR

2025

2026

20242023202220212020201920182017201620152014201320122011201020092008

Significant mix

shifttowards more

resilient, structural

growth specialisms

over the last 18 years

Specialism definitions were updated in FY26 to align with Hays’ new structure. Prior year comparatives have not been restated.

Note: FY08 – FY10 Engineering net fees are estimated and were originally reported within Construction & Property

Hays plc

Annual Report & Accounts 2026

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Additional

Information

We are improving our net fee mix by increasing the proportion of Temporary & Contracting net fees in

our businesses over time. Temporary & Contracting net fees were relatively resilient in FY26 and their

contribution to Group net fees increased to 64% from 62% in the prior year. In contrast, Permanent

recruitment markets remained challenging in many of our countries.

Although Temporary & Contracting net fees declined by 5% year-on-year in FY26, growth was positive in

many countries, including notably strong performances in Spain, Japan, and our Services businesses:

• Japan (FY26 Temporary & Contracting net fees +36%) driven by client wins, higher volumes in

Technology and Life Sciences, rising Contractor fees, and selective additions to consultant headcount.

• Spain (+35%) driven by client wins and continued expansion into new specialisms such as Life Sciences

and Engineering.

• We generated good net fee growth and new order intake in our Germany Services business during the

year. We launched a Services business in the UK&I, under the Hays brand to target the UK Technology

Professional Services market, and we are building scale in ANZ.

Temporary & Contracting net fees declined in Germany primarily due to fewer hours worked and

challenging markets in Temporary where we have greater exposure to the Automotive sector, although

both factors stabilised sequentially in the second half of the year. In the UK&I and ANZ, we experienced

tougher market conditions in the public sector but relative resilience in the private sector, and Technology

Contracting, in the UK&I, returned to growth, up 3%

Building a scalable platform in

Temporary & Contracting

FY26 divisional

netfees by

placementtype

Temporary Contracting Permanent

20%

65%

48%

38%

53%

36%

28%

36%

12%

40%

15%

Germany UK&I RoW Group

58%

11%

31%

ANZ

Our net fee split, FY08 – FY26

Temporary & Contracting Permanent Recruitment

FY26FY25FY24FY23FY22FY21FY20FY19FY18FY17FY16FY15FY14FY13FY12FY11FY10FY09FY08

51%

49%

42%

58%

46%

44%

56%

41%

59%

41%

59%

42%

58%

42%

58%

41%

59%

42%

58%

43%

57%

41%

59%

39%

61%

45%

55%

43%

57%

41%

59%

38%

62%

36%

64%

44%

56%

54%

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Delivering on our Momentum strategy continued

At our August 2025 prelims, we set ourselves a new ambition to deliver c.£45 million per annum structural

cost savings by the end of FY29, building on the c.£65 million per annum structural cost savings delivered

in FY24 and FY25. We made strong progress towards this target, with c.£50 million annualised savings

secured three years ahead of schedule in FY26 and, in total, we have now delivered c.£115 million

annualised structural savings since the start of FY24 as we have taken significant actions to

betterposition Hays.

Our cost initiatives fell into two broad categories:

• We restructured several country business operations as part of the Group’s ongoing transformation

toalign business operations with the Group’s strategy, which led to the redundancy of a number

ofemployees including senior management and back-office positions, at a cost of £45.1 million.

InGermany, the United Kingdom & Ireland, ANZ, EMEA and Asia, we restructured our sales operations

and back-office functions, including the multi-year Technology and Finance Transformation programmes.

In Americas we closed our operations in Mexico and in Asia we closed our operations in Thailand.

Altogether, these generated c.£40 million annualised savings. Our non-consultant headcount was

reduced by 13% during the year.

• We consolidated or exited 74 offices globally, optimising office utilisation and simplifying the

Group’sproperty footprint, at a cost of £26.6 million. This generated c.£10 million annualised savings.

In addition, using a more forensic analysis of our business lines, we more closely aligned consultant

headcount with market activity. Our consultant headcount was reduced by 12% during the year.

We have set ourselves the ambition of delivering a further c.£50 million per annum of structural

costsavings by FY27 which will be delivered through our Momentum strategy. These savings will

bepartially reinvested in our technology programmes to deliver enhanced data and AI capabilities.

In the medium term, the levels of automation delivered by the Hays Digital Platform will be critical to

maintaining a long-term competitive cost base, as well as providing an enhanced proposition to clients

and candidates.

Structural cost savings again realised

ahead of target

Group non-fee

earnerheadcount

Q3 25

Q2 25

Q4 25

Q1 25

Q3 26

Q2 26

Q4 26

Q1 26

Q4 24

Q3 24

Q2 24

Q1 24

Q4 23

Q3 23

Q2 23

Q1 23

Q4 22

Q3 22

Q2 22

Q1 22

Q4 21

Q3 21

Q2 21

Q1 21

Q4 20

Q3 20

Q2 20

Q1 20

Q4 19

Q3 19

Q2 19

Q1 19

Q4 18

Q3 18

Q2 18

Q1 18

2500

3000

3500

4000

4500

5000

Annualised cost reductions delivered in FY26

c.£25m

Back-office efficiency

programmes

• Including our global Finance and Technology Transformation programmes

• Restructured back-office functions in Germany, UK&I, ANZ, EMEA and Asia

Structural

• Restructured senior management and sales operations in Germany, UK&I,

Franceand Asia

• Closed operations in Mexico and Thailand

Operational

restructurings

c.£15m

Structural

• Consolidation or closure of 74 offices globally, with the majority in June

Property portfolio

rationalisation

c.£10m

Structural

• Aligned consultant capacity to demand at a business line level

• Improved resource allocation and operational rigour drove 7% consultant

productivity growth

• Commissions and bonuses reduced

Consultant headcount/

commission & bonus

c.£33m

Cyclical

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Additional

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In FY26 we helped over 243,000 higher-skilled candidates secure their

next career move, including c.203,000 Temporary & Contracting

roles and c.40,000 Permanent placements.

Over the last year, we have focused Hays around participation in

countries and country clusters where we will target leadership, plus

longer-term investments in large markets with attractive growth

potential. We will leverage a network of partners in geographies

beyond our chosen footprint to effectively serve our clients

requiringmulti-geography talent solutions.

Our divisional exposure in detail | FY26 net fees by category

Our global reach

We report our performance through four key operating divisions – Germany, United Kingdom & Ireland (UK&I), Australia & New Zealand (ANZ)

and Rest of World (RoW). During FY25 and FY26, the number of countries in the RoW division decreased from 28 to 18 as we seek to increase

our penetration of a narrower portfolio of countries with substantial existing professional recruitment and services markets and attractive

growth potential.

Key figures

Year ended 30 June 2026 Germany UK & Ireland Australia & New Zealand Rest of World Group Total

Net fees £289.5m £174.0m £113.0m £329.0m £905.5m

Pre-exceptional operating profit

(1)

£41.2m £4.0m £8.5m £(5.1)m £48.6m

Consultants 1,368 1,080 618 2,128 5,194

Offices 25 29 23 78 155

Share of Group net fees 32% 19% 13% 36% 100%

1. A reconciliation of pre-exceptional and post-exceptional operating profit is provided in note 4 of the Financial Statements.

Technology

Finance

Construction & Property

Engineering

Life Sciences

Office Support

Other

By specialism

Temporary

Contracting

Permanent recruitment

By placement

A balanced portfolio | FY26 net fees by category

£905.5m

Germany

UK&I

ANZ

RoW

By division

Temporary

Contracting

Permanent recruitment

By placement By specialismBy contract form

Sharpening our focus

Hays is a world-leading specialist in higher-skilled Temporary, Contracting and Permanent

recruitment, workforce solutions and workforce services. We work on high-volume, high-

service, multi-year outsourcing contracts with many of the largest organisations in the

worldthrough to one-off single placements for small and medium-sized enterprises.

Technology

Finance

Construction & Property

Engineering

Life Sciences

Office Support

Other

Full outsourced

Preferred Supplier List

Multiple placements

Single placements

Across our business, we have established market-leading positions

(1)

in long-term structural growth specialisms, such as Technology,

Engineering & Construction, and Life Sciences, but individual

countries (for example Resources & Mining in ANZ) also reflect their

specific labour market composition. We aim for market leadership

inevery market specialism in which we compete in a given country,

supported by five critical sources of competitive advantage:

proprietary data & technology; people; brand & reputation;

go-to-market approach; and operational excellence.

26%

18%

10%

14%

19%

36%

28%

36%

25%

20%

35%

32%

19%

36%

13%

0 20 40 60 80 100

RoW

ANZ

UK&I

Germany

36%

16% 24% 18% 9% 27%

17% 16% 25% 4% 12% 26%

27% 16% 13% 8% 6% 4% 23%

18% 9% 21% 5% 6% 5%

0 20 40 60 80 100

Group

RoW

ANZ

UK&I

Germany

20%

48%

58%

38%

36%

65%

12%

11%

28%

15%

40%

31%

53%

36%

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Additional

Information

How we generate fees

We have core expertise across Temporary,

Contracting and Permanent recruitment contract

forms. In FY26, 64% of our net fees were generated

from Temporary & Contracting assignments and 36%

from Permanent placements.

Our net fees are driven by two broad variables:

1. Placement volume – The number of Temporary & Contracting

workers paid in a given period, and the number of Permanent

placements made.

2. Placement value – For Temporary & Contracting, we charge

clients the candidate pay rate, plus a percentage mark-up, for the

number of hours worked. In Permanent, on successful placement

of a candidate, we typically charge an agreed percentage of the

candidate’s salary.

Permanent recruitment

How we manage the business

We manage Hays by business line which differentiates by country, specialism and contract form and acknowledges the differences between,

for example, Permanent Technology recruitment in the United States versus Contract Engineering in Germany.

We closely monitor a range of key performance indicators including:

Our business model

At the heart of Hays, we create economic and social value by placing higher-skilled workers in

roles that meet and solve our clients’ talent needs. We help clients access the highest quality

candidates and mitigate the cost of exiting an unsuccessful regretted hire.

Net fees Net fees

Temporary & Contracting

Monthly net fees per consultant

(also referred to as consultant net

fee productivity)

Conversion rate, which we define

as pre-exceptional operating profit

divided by net fees

Forward indicators including

newjob interviews in Permanent

recruitment and starter volumes

inTemporary & Contracting

In contrast to our previously devolved structure in which business units had substantial autonomy, in the future our centre will play a stronger

role as an integrator to drive consistency and adoption. We are creating greater centralisation and standardisation of shared services, with

streamlined, consistent processes which we will automate wherever possible.

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Key performance indicators

1. Like for like growth represents organic growth of continuing operations at constant currency, and excluding country closures and exits.

2. Exceptional items for the year ended 30 June 2026 consist of £45.1 million relating to operational restructurings, £26.6 million relating to rationalisation of the global property portfolio,

£8.0 million relating to the disposal of the operations in six European countries, and £9.9 million relating to the partial impairment of goodwill in Belgium and the Netherlands and net

impairment of intangible assets. The prior year charge of £30.7 million consists of a restructuring charge of £17.7 million and £13.0 million relating to operational transformation

programmes. There were no exceptional charges in FY22 or FY23.

3. Conversion rate is the proportion of net fees converted into pre-exceptional operating profit

4. Cash generated by operations is stated after IFRS 16 lease payments, as we view leases (mainly on property) as an operating cost.

5. Cash Conversion represents the conversion of pre-exceptional operating profit

to cash generated from operations.

6. A reconciliation of pre-exceptional and post-exceptional operating profit is provided in note 4 of the Financial Statements.

Following the introduction of our new Momentum strategy, we use a combination of three

strategic, seven financial and two non-financial alternative performance measures to track

ourperformance.

FY22

FY23

FY24

FY25

FY26

197.0

210.1

105.1

45.6

48.6

Pre-exceptional operating profit (£m)

(2)(6)

Measure

Operating profit is gross fees after deducting the cost of goods

soldand operating expenses. A reconciliation of pre-exceptional

operating profit to statutory measure is provided in note 4.

Progress made in FY26

Operating profit increased by 3% as consultant productivity growth

and strong structural cost savings offset the impact of an 8%

reduction in Group like-for-like net fees.

Strategic Measures

Colleague engagement (%)

Measure

We partner with Culture Amp to deliver our colleague engagement

surveys: our main annual survey Your Voice, a shorter Pulse survey

at mid year and our new monthly Heartbeat survey.

Progress made in FY26

77% of colleagues completed the 2026 Pulse Survey (FY25: 77%),

providing strong representation of colleague views. Engagement

declined to 67%, reflecting challenging market conditions and

organisational change. Hays nevertheless outperformed the

externalStaffing & Recruiting Benchmark of 66%.

FY22

FY23

FY24

FY25

FY26

67%

70%

71%

76%

80%

Net Promoter Score

Measure

The average of client and candidate NPS. By embedding this as a

core KPI, we strengthen internal processes while enhancing external

perceptions of our responsiveness and commitment to customer-

centric excellence.

Progress made in FY26

Our NPS increased by 2 points in FY26 to 58, the highest level since

FY17 as we deliver on being the expert partner for both our clients

and candidates.

FY22

FY23

FY24

FY25

FY26

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Key performance indicators continued

Conversion rate

(3)

(%)

Measure

Calculated as pre-exceptional operating profit

(2)

divided by net fees.

Measures our effectiveness in managing investment for future

growth and controlling costs.

Progress made in FY26

Conversion rate

(3)

increased by 70 bps to 5.4%, as consultant

productivity growth and strong structural cost savings offset the

impact of an 8% reduction in Group like for like net fees. Our decisive

actions have reduced structural costs by c.£115 million since the start

of FY24. Over time, we believe we will return to a 25%+ conversion rate.

FY22

FY23

FY24

FY25

FY26

15.2

17.7

9.4

4.7

5.4

Like for like

(1)

net fee growth (%)

Measure

Net fees represent turnover less remuneration costs of

Temporary & Contracting workers, and remuneration of other

recruitment agencies.

Progress made in FY26

Net fees decreased by 8%. Temporary & Contracting were relatively

resilient but Permanent recruitment was more subdued because we

saw modestly lower activity and placement conversion through the

year in markets outside North America, Southern Europe, and Asia.

FY22

FY23

FY24

FY25

FY26

-8

-11

-12

Net fee growth from global specialisms (%)

Measure

We focus on six global specialisms: Technology, Finance (including

procurement), Engineering, Construction & Property, Life Sciences,

and Human Resources.

Progress made in FY26

Like for like net fees from our six global specialisms declined by 7% in

FY26 vs the Group, down 8%.

FY22

FY23

FY24

FY25

FY26

-7

-12

-11

Like for like

(1)

consultant net fee productivity

(£000s)

Measure

The productivity of the Group’s consultants. Calculated as total

Group net fees divided by the average number of consultants.

Progress made in FY26

Consultant net fee productivity increased by 7% year on year,

drivenby careful allocation of consultants to business lines, targeting

higher-skilled candidate roles, and investing in the best tools for

ourconsultants. We target a more than 50% increase in net fee

productivity over the medium term.

FY22

FY23

FY24

FY25

FY26

139.9

144.3

140.9

149.0

159.7

Financial Measures

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Additional

Information

Return on invested capital (ROCE)

Measure

Normalised operating profit after tax divided by 12-month

average capital employed using a three point moving average.

Progress made in FY26

ROCE decreased by 40 bps to 4.5%, as a higher ETR more than

offset a 3% higher operating profit and lower capital average

employed driven by an improvement in debtor days.

Cash conversion

(5)

(%)

Measure

The Group’s ability to convert profit into cash. Calculated

ascash generated by operations

(4)

as a percentage of

pre-exceptional operating profit

(2)

Progress made in FY26

We delivered 189% conversion, a strong result due to a

workingcapital inflow of £24.9 million in FY26 driven by lower

Temporary & Contracting net fee and placements and an

improvement in debtor days to 36 days.

Percentage of women in senior leadership (%)

Measure

We believe in equality in all forms across our business. We define

senior leadership as our Executive Leadership Team and two

management levels below, representing approximately 530

seniorleaders globally.

Progress made in FY26

Women represented 43.8% of our senior leadership population

inFY26. Representation remained broadly stable during a year of

significant organisational and leadership change. In FY27, we will

continue to focus on equitable access to career opportunities

through our approach to talent, performance, and succession.

FY22

FY23

FY24

FY25

FY26

44.3

42.4

43.0

44.9

43.8

Greenhouse gas emissions (CO

e tonnes)

Measure

Hays is committed to reducing greenhouse gas (GHG) emissions,

inline with the Paris Agreement, and has validated science-based

targets (SBTs). We report GHG emissions for Scope 1, Scope 2 and

the relevant Scope 3 categories (more information on page 55).

Progress made in FY26

Total emissions directly controlled by Hays (Scope 1, Scope 2,

Scope 3 Fuel and Energy-related Activities and Scope 3 Business

Travel) decreased by 39% compared with FY25 to 10,486 tonnes

CO₂e and were 57% lower than the 2020 base year. Overall, Group

GHG emissions decreased by 25% compared with FY25 and were

46% below the 2020 base year (see page 55 for further detail).

These results are associated with a range of factors, including

changes in energy consumption, fleet composition and travel

activity. Comparisons between FY25 and FY26, as well as reported

performance against the FY20 baseline, are also affected by

themethodology update associated with the transition from

ClimatePartner to Greenly for emissions calculations and

shouldbeinterpreted in this context.

FY22

FY23

FY24

FY25

FY26

17,732

14,407

19,356

17,174

10,486

Basic earnings per share

(2)

growth (%)

Measure

The underlying profitability of the Group, measured by the

pre-exceptional earnings per share

(2)

of the Group’s operations.

Progress made in FY26

Basic earnings per share

(2)

down 8% to 1.21 pence. The reduction

was a result of a higher ETR, partially offset by a 7% higher

pre-exceptional operating profit.

Non-financial Measures

FY22

FY23

FY24

FY25

FY26

-7

151

-53

-67

-8

FY22

FY23

FY24

FY25

FY26

101

107

281

189

FY22

FY23

FY24

FY25

FY26

21.3%

25.4%

10.3%

4.9%

4.5%

Hays plc

Annual Report & Accounts 2026

33Strategic

Report

Governance

Report

Financial

Statements

Additional

Information

Society

Shareholders

Clients

Suppliers

Colleagues

Candidates

Our colleagues are the foundation of everything we

do – their expertise, relationships and judgement are

what makes Hays a trusted partner to clients and

candidates alike. A skilled, motivated and diverse

workforce is essential to our long-term success.

Our colleagues value meaningful career development,

fair reward, an inclusive culture and the flexibility to

balance work and the rest of their lives.

Connecting candidates with the right roles is at the

core of our business and their experience shapes our

reputation and success.

Candidates want a recruitment partner who listens,

understands their ambitions and supports them in a

clear and timely way.

Our suppliers help us deliver our services to our

clients and candidates. Strong, well-managed

supplier relationships support the efficient running

ofour business and broader commitments to

responsible sourcing.

Suppliers want fair and transparent commercial

terms and payment practices, long-term

relationships and a partner that operates

withintegrity.

Our clients trust Hays to understand their businesses

and deliver quality candidates. Strong client

relationships, built on sector expertise, competitive

pricing and delivering at pace, are core to how we

can create sustainable value across the markets

weoperate in.

Clients want a recruitment partner who

understandstheir workforce challenges, responds

with speed andinsight, and adapts flexibly as their

hiring needs evolve.

Our shareholders provide the capital,

trust and long-term support that enable

Hays to pursue its strategic objectives,

invest in growth opportunities and deliver

sustainable value for all stakeholders.

Shareholders want transparent reporting,

robust governance and sustainable

long-term value creation, supported

bystrong financial performance

andeffective leadership.

As a global recruitment company,

we have a responsibility to

contribute positively to the

labourmarkets and communities

inwhichwe operate, supporting

employment, skills development

andeconomic participation.

Society wants us to act responsibly

– supporting fair employment

practices, diversity and inclusion, the

environment and the communities

connected to our business.

Creating value

for our stakeholders

Stakeholder engagement

Effective stakeholder engagement is fundamental to the successful delivery

of our strategy and the long-term success of Hays. Through regular and

constructive dialogue, we seek to understand our stakeholders’ priorities and

perspectives, helping to inform the Board’s decision making and strengthen

our relationships with those who have an interest in the Group’s success.

Hays plc

Annual Report & Accounts 2026

34 Strategic

Report

Governance

Report

Financial

Statements

Additional

Information

Board engagement

andoversight Group engagement Outcome of engagement

Clients

• Regular updates were provided by

theCEO to the Board on operational

priorities to deliver a high-quality client

experience, which included the themes

from client feedback, helping to further

the Board’s understanding of what our

clients value.

• The Audit & Risk Committee

oversawcybersecurity, data protection,

AI governance and compliance

developments to help safeguard client

data, strengthen operational resilience

and maintain trust in Hays’ services.

• We engage clients through regular

feedback mechanisms, including

ourglobal Net Promoter Score (NPS)

programme, which captures feedback at

key stages of the recruitment process.

• As part of the development of the

Momentum strategy, we sought

feedback from clients to understand

their priorities, expectations and

futuretalent needs.

• We also engage clients through

market-leading insights, including our

annual Hays Salary Guide and Tech

Talent Explorer platform, helping

organisations navigate evolving

labourmarket trends.

• Client feedback informed the

development of the Momentum

strategy, helping to ensure our strategic

priorities are aligned with client needs

and market expectations.

• Insights gathered through client

engagement reinforced the importance

of specialist expertise, service quality

and trusted partnerships in delivering

long-term value.

• Feedback from clients supports

continuous improvements to the client

experience and informs management’s

operational priorities.

Shareholders

• The Chair, CEO and CFO proactively

engaged with shareholders during

theyear to understand their views on

matters such as strategy, performance,

governance, leadership and succession

planning, ESG and executive remuneration.

• Susan Murray, Chair of the

Remuneration Committee, engaged

with shareholders on the renewal of our

Remuneration Policy (see page 107 for

further detail on the Policy).

• The Board receives regular updates

onmarket sentiment and investor

feedback, including monitoring key

metrics such as share price and

shareregister movements.

• Our AGM provides a valuable

opportunity for the Board to

engagedirectly with shareholders.

• The CEO and CFO hosted interim

andpreliminary results presentations,

and the CFO hosted quarterly results

presentations, during which they

responded to questions from

analystsand investors.

• The Executive Directors and Investor

Relations team meet regularly with

institutional investors in one-to-one

andgroup meetings, webcasts,

presentations and conference calls.

• The Board considered investor views

regarding Hays’ geographical footprint,

balance sheet leverage, and capital

allocation policy.

• Feedback from shareholders, proxy

advisers and voting agencies, gathered

both ahead of and during the AGM,

helped the Board understand investor

perspectives on governance and

strategic priorities.

Colleagues

• Feedback gathered through colleague

communication channels was shared

with the Board and discussed regularly

throughout the year, including

keymetrics such as colleague

engagementand sentiment

scoresandparticipation levels.

• Helen Cunningham, our Designated

Non-Executive Director for Workforce

Engagement, engaged regularly

withcolleagues, including through

engagement sessions (see page 86 for

more details). Key themes and actions

were reported back to the Board.

• The Board approved a new Workforce

Engagement Policy in June 2026.

• Colleague feedback and leadership

insights were considered by the Board

in the development and launch of

ourMomentum business strategy.

• We use a range of listening channels to

understand colleague sentiment, including

our annual Your Voice surveys, monthly

Heartbeat survey and Message Mark

colleague suggestion scheme.

• More than 5,000 colleagues participated

in the 2026 Pulse survey, with colleague

feedback and interviews with 130 senior

leaders helping to inform Momentum.

• We continue to build manager capability,

with eligible people managers receiving

team engagement reports, tools and

templates to support action planning,

wellbeing and psychological safety.

• We recognise colleagues who

demonstrate our Valued Behaviours

through peer-to-peer recognition,

milestone celebrations, annual awards

andincentive programmes.

• Town halls and regular communications

supported transparency on business

performance, strategic priorities and

organisational change.

• The Leading Better Together

programme was launched to support

the development of our 700 most

seniorleaders.

• Momentum was developed and

launched, informed by colleague

feedback and leadership insight.

• Colleague insight helped shape our

refreshed DEI strategy and recognition

activity, with colleague stories shared

tocelebrate key inclusion moments.

Hays plc

Annual Report & Accounts 2026

35Strategic

Report

Governance

Report

Financial

Statements

Additional

Information

Board engagement

&oversight Group engagement Outcome of engagement

Colleagues continued

• The Board received an update on the

Speak Up programme, our independent

whistleblowing facility.

• We keep colleagues informed and

connected through global and local town

halls, digital updates, videos, newsletters

and our intranet, and engage with

colleague communities, including

colleagues with disabilities and

neurodivergent conditions, to help

strengthen inclusion and belonging.

• Monthly colleague sentiment reporting

provided the Executive Leadership Team

(ELT), with visibility of emerging trends,

while Message Mark suggestions helped

connect colleagues with relevant

initiatives, including the Hays Digital

Platform. Participation in listening

channels remained strong despite

significant organisational change.

Candidates

• The Board reviewed candidate

feedback to better understand

changing workforce expectations

andfuture career trends.

• The Audit & Risk Committee reviewed

cybersecurity, data protection and AI

governance matters to support the

secure and responsible use of candidate

data, including oversight of the search &

match programme.

• To ensure the security of our candidate

data, colleagues completed data

protection training in the majority

oftheregions in which we operate.

• We engage candidates through

ourglobal NPS programme, which

captures feedback throughout the

recruitment journey.

• We provide candidates with market

insights and career guidance through

initiatives such as the Hays Salary Guide

and Tech Talent Explorer platform.

• Candidate feedback helped inform

discussions on candidate experience,

talent trends and workforce expectations.

• Insights gathered from candidates

support ongoing enhancements to

recruitment processes and help ensure

Hays remains well positioned to attract

and connect talent with opportunities.

• Candidate insights were considered

aspart of the development of the

Momentum strategy.

Society

• The Sustainability Committee met to

receive updates on the Group’s ESG

impact and progress against ESG targets.

• The Board approved the Group’s

Modern Slavery Statement and received

updates on modern slavery and human

rights activities.

• During FY26, we commenced a review

and refresh of our sustainability strategy

to align with Momentum and ensure

ourpriorities continue to reflect the

expectations of all stakeholders.

• All colleagues are required to complete

newly launched Modern Slavery training

to help identify, prevent and report

potential modern slavery risks across

our operations and supply chain.

• We engage regularly with community

partners and charitable organisations

and support colleagues in contributing

to their local communities through

volunteering and fundraising activities.

• The Group is a member of the Slave-Free

Alliance and a participant in the UN Global

Compact supporting internationally

recognised principles relating to human

rights, labour standards, environmental

responsibility and anti-corruption.

• The review of the sustainability strategy

is helping to shape future sustainability

priorities and ensure resources are

focused on the areas where Hays can

make the most meaningful contribution

to stakeholders and society.

• Ongoing initiatives have strengthened

awareness of modern slavery risks and

supported responsible recruitment and

business practices across the Group.

• Through our partnerships and

colleague-led initiatives, we continued

to support local communities while

strengthening colleague engagement

and connection to Hays.

Suppliers

• The Sustainability Committee received

an update on environmental initiatives,

including supplier engagement

activitiessupporting the Group’s

climateobjectives.

• The Audit and Risk Committee

considered supplier-related cyber,

dataprotection and compliance risks,

including oversight of third-party

assurance and due diligence

arrangements.

• We expect suppliers to meet the

standards set out in our Supplier Code

of Conduct and continued to enhance

our approach to third-party risk

management and supplier oversight.

• The Compliance & ESG team initiated a

supplier engagement programme and

implemented the EcoVadis Carbon

Module to improve visibility of supplier

climate and ESG performance.

• We continued developing a global

third-party risk procedure to promote

greater consistency in how supplier

risks are identified, assessed and

managed across the Group.

• Our supplier governance framework

supports ethical and responsible business

practices and helps manage ESG-related

risks across the supply chain.

• Increased engagement with

supplierssupports the delivery of our

environmental targets and encourages

improvement in ESG performance

across our value chain.

• Enhanced processes and governance

tosupport more consistent oversight

ofsuppliers and strengthen the

management of operational,

compliance and sustainability risks.

Stakeholder engagement continued

Hays plc

Annual Report & Accounts 2026

36 Strategic

Report

Governance

Report

Financial

Statements

Additional

Information

Section 172(1) Statement

Section 172 duties Relevant disclosure and page number

Likely consequences of Board

decisions in the long term

Chief Executive Officer’s review on pages2-7

Our strategic priorities on page 25-29

Key performance indicators on pages 31-33

Stakeholder engagement on pages 34-37

and 84-86

Financial review on pages 22-24

Principal risks and uncertainties on page 64-71

Statement of viability on pages 72-73

Materiality assessment on page 43

Interests of theCompany’s

employees

People and culture on page 19-21

Key performance indicators on pages31-33

Stakeholder engagement on pages 24-37

and 84-86

How the Board monitors culture 87

Need to foster theCompany’s

business relationships

withsuppliers, customers

andothers

Our strategic priorities on page 25-29

Stakeholder engagement on pages 34-37 and 84-86

Clients on page 35

Stakeholder engagement on pages 34-37

and 84-86

Materiality assessment on page 43

Sustainability Committee report on page 102

Impact of the Company’s

operations on the community

and environment

Our strategy priorities on pages 25-29

Stakeholder engagement on pages 34-37

and 84-86

Environment on page 52

Sustainability Committee report on page 102

TCFD disclosure on pages 58-63

Desirability of theCompany

maintaining a reputation for high

standards of business conduct

Stakeholder engagement on pages 34-37

and 84-86

Key performance indicators on pages31-33

People and culture on page 19-21

Sustainability and the world of work onpage 43

Principal risks and uncertainties on pages 64-71

Board evaluation on page 88

Division of responsibilities on page 83

Annual report on remuneration on page117

Need to act fairly between

members of the Company

Stakeholder engagement on pages 34-37

and 84-86

S. 172 statement on page 37

The Board considers that, throughout FY26, it acted in the best interests of the

Company and its members, having regard to the matters set out in Section 172 of the

Companies Act 2006. The table below, together with the disclosures on pages 34–37

and the key Board decisions outlined on page 84–86 of the Directors’ Report, demonstrates

how the Board discharged its responsibilities under Section 172 during the year.

Hays plc

Annual Report & Accounts 2026

37Strategic

Report

Governance

Report

Financial

Statements

Additional

Information

Germany

Our actions drove sequentially stable

profitability in the second half.

Alexander Heise

CEO, CEMEA

Our largest market of Germany saw net fees decrease by 9% to

£289.5 million. Operating profit

(3)

decreased by 24% to £41.2 million

at a conversion rate of 14.2% (FY25: 16.9%). Currency impacts were

positive year-on-year, increasing net fees by £10.5 million and

operating profit by £1.8 million.

Temporary & Contracting, (85% of Germany net fees), decreased by

9%. This was driven by a 5% year-on-year decline in volumes and 3%

from lower average hours worked, although both were stable and in

line with expectations in the second half. There was a 1% decrease in

pricing and mix.

Permanent recruitment remained challenging and net fees

decreased by 13%. This resulted from a 16% decrease in volumes,

partially offset by 3% increase in our average Perm fee. Activity levels

remained subdued, notably in Technology and Accountancy &

Finance, but trading was broadly stable in the fourth quarter.

At the specialism level, our largest specialism of Technology,

increased by 1%, while Engineering, our second largest, decreased

by 18% as we continued to see challenging markets in the

Automotive sector; although greater stability emerged through the

second half. Construction & Property performed strongly again and

increased by 44%, driven by our focus on infrastructure and the

energy sector, and has increased from 4% of net fees in FY24 to 9%

in FY26. Accountancy & Finance and HR were down 15% and 5%

respectively. Net fees in our public sector business (17% of Germany

net fees) increased by 1%.

Consultant headcount decreased by 16% year on year and, driven

byour ongoing focus on resource allocation, consultant net fee

productivity increased by 6% year on year.

By contract type

By specialism

Net fees

£289.5m

By sector

Permanent

15%

Contracting

65%

Temporary

20%

Public

17%

Private

83%

Pre-exceptional performance

Year ended 30 June 2026 2025

Actual

growth

LFL

growth

Net fees £289.5m £308.9m (6)% (9)%

Operating profit

(3)

£41.2m £52.1m (21)% (24)%

Conversion rate

(1)

14.2% 16.9%

Period-end

consultant

headcount

(2)

1,368 1,624 (16)% (16)%

(1) Technology – 36%

(2) Finance – 18%

(3) Construction and Property – 9%

(4) Engineering – 21%

(5) Life Sciences – 5%

(6) HR – 6%

(7) Office Support – 0%

(8) Other – 5%

Note: unless otherwise stated all growth rates in this statement are like-for-like (LFL), representing year on year (YoY) organic growth of continuing operations at constant currency, and

excluding country closures and exits.

1. Conversion rate is the proportion of net fees converted into operating profit (before exceptional items).

2. Closing consultant headcount at 30 June.

3. Operating profit was stated before exceptional charges, as detailed in notes 4 & 5 to the Consolidated Financial Statements on pages 154-155.

Key actions taken in FY26

• Significant actions were taken to restructure our operations in

Germany, reduce non-consultant headcount, and secure further

structural cost savings which drove a sequential improvement in

pre-exceptional operating profit in the second half.

• Details of the resulting exceptional costs are provided in note 5.

Divisional operating review

① ② ③ ④ ⑤ ⑥ ⑧

Hays plc

Annual Report & Accounts 2026

38 Strategic

Report

Governance

Report

Financial

Statements

Additional

Information

UK & Ireland

Further improvements in consultant

productivity and structural cost efficiency.

Tom Way

CEO, UK&I

In the United Kingdom & Ireland (“UK&I”), net fees decreased by

10%to £174.0 million. The division reported an operating profit

(3)

of£4.0 million (FY25: £5.8 million loss) at a conversion rate of 2.3%

(FY25: minus 3.0%).

Temporary & Contracting net fees (60% of UK&I) decreased by

7%with relative resilience in the private sector but continued tough

market conditions in the public sector. Volumes were down 8% and

the mix of price and margin up 1%. Permanent recruitment net fees

remained subdued and activity softened slightly through the quarter,

decreasing by 13% with volumes down 16% partially offset by

a3%increase in average Perm fee as we focused on higher

salaryplacements.

Most UK&I regions traded broadly in line with the overall UK&I

business, except for North, down 13%, and South, down 8%.

Ourlargest region of London decreased by 13%, while Ireland

declined by 6%.

Our largest UK&I specialism of Accountancy & Finance decreased

by 8%, with Technology flat. Construction & Property and Office

Support decreased by 9% and 5% respectively.

Period-end consultant headcount decreased by 16% year on year.

We have taken decisive action over the last 12 months to improve

consultant net fee productivity, which increased by 14% year-on-

year in FY26. As expected, our sustained focus on cost discipline,

including initiatives to delayer management and optimise our office

portfolio, drove a further structural improvement in costs in the

second half.

By contract type

By specialism

Net fees

£174.0m

By sector

Permanent

40%

Contracting

12%

Temporary

48%

Public

27%

Private

73%

Pre-exceptional performance

Year ended 30 June 2026 2025

Actual

growth

LFL

growth

Net fees £174.0m £192.2m (9)% (10)%

Operating profit

(3)

£4.0m £(5.8)m 169% 169%

Conversion rate

(1)

2.3% (3.0)%

Period-end

consultant

headcount

(2)

1,080 1,285 (16)% (16)%

(1) Technology – 16%

(2) Finance – 24%

(3) Construction and Property – 18%

(4) Engineering – 1%

(5) Life Sciences – 2%

(6) HR – 3%

(7) Office Support – 9%

(8) Other – 27%

Note: unless otherwise stated all growth rates in this statement are like-for-like (LFL), representing year on year (YoY) organic growth of continuing operations at constant currency, and

excluding country closures and exits.

1. Conversion rate is the proportion of net fees converted into operating profit (before exceptional items).

2. Closing consultant headcount at 30 June.

3. Operating profit was stated before exceptional charges, as detailed in notes 4 & 5 to the Consolidated Financial Statements on pages 154-155.

Key actions taken in FY26

• Significant actions were taken during the year to restructure the

UK&I appropriately for market conditions and to better position

the business going forwards.

• We have more actively managed our consultant population

tofocus on higher-value placements and stronger margins,

launched a Services business (a portfolio of Statement of

Work-based solutions), secured structural savings in front and

back-office functions, and introduced a new regional structure

which included 30 office closures.

• Details of the resulting exceptional costs are provided in note 5.

① ② ③ ⑦ ⑧

⑤

⑥

④

Hays plc

Annual Report & Accounts 2026

39Strategic

Report

Governance

Report

Financial

Statements

Additional

Information

Australia & New Zealand

Focus on higher-skilled roles and costs

leads to improved profit performance.

Matthew Dickason

CEO, Asia Pacific

In Australia & New Zealand (“ANZ”), net fees decreased by 3%

to£113.0 million, with operating profit

(3)

up 130% to £8.5 million.

Thisrepresented a conversion rate of 7.5% (FY25: 3.1%). Currency

impacts were positive in the year, increasing net fees by £0.7 million

and operating profit by £0.1 million.

Temporary & Contracting net fees (69% of ANZ) decreased by 3%,

with volumes down 11%, and was stable through the year. Permanent

recruitment net fees decreased by 4%, with volumes down 5%

andbecame slightly more challenging during the fourth quarter.

Theprivate sector (66% of ANZ net fees) was flat year on year but

the public sector was more challenging, with net fees down 9%.

Australia, 95% of ANZ, saw net fees decrease by 3%. New

SouthWales and Victoria decreased by 5% and 6% respectively.

Queensland increased by 4%, while ACT fell by 18%. At the ANZ

specialism level, Construction & Property increased by 2% with

Accountancy & Finance up 1%. Technology decreased by 5%. New

Zealand net fees decreased by 14%.

Driven by our focus on resource allocation, consultant net fee

productivity grew by 6% year on year in FY26 and, supported

byourstructural cost initiatives, pre-exceptional operating profit

increased by 130%. We expect that when client and candidate

confidence improves and the cycle recovers, we will deliver a healthy

drop-through of net fee growth to operating profit.

Period-end consultant headcount decreased by 8% year on year.

By contract type

By specialism

Net fees

£113.0m

By sector

Permanent

31%

Contracting

11%

Temporary

58%

Public

34%

Private

66%

Pre-exceptional performance

Year ended 30 June 2026 2025

Actual

growth

LFL

growth

Net fees £113.0m £116.2m (3)% (3)%

Operating profit

(3)

£8.5m £3.6m 136% 130%

Conversion rate

(1)

7.5% 3.1%

Period-end

consultant

headcount

(2)

618 675 (8)% (8)%

(1) Technology – 17%

(2) Finance – 16%

(3) Construction and Property – 25%

(4) Engineering – 0%

(5) Life Sciences – 0%

(6) HR – 4%

(7) Office Support – 12%

(8) Other – 26%

Key actions taken in FY26

• Actively managed consultant population to focus on higher-value

placements and stronger margins

• Closed 11 offices

• Details of the resulting exceptional costs are provided in note 5.

Note: unless otherwise stated all growth rates in this statement are like-for-like (LFL), representing year on year (YoY) organic growth of continuing operations at constant currency, and

excluding country closures and exits.

1. Conversion rate is the proportion of net fees converted into operating profit (before exceptional items).

2. Closing consultant headcount at 30 June.

3. Operating profit was stated before exceptional charges, as detailed in notes 4 & 5 to the Consolidated Financial Statements on pages 154-155.

Divisional operating review continued

① ② ③ ⑦ ⑧⑥

Hays plc

Annual Report & Accounts 2026

40 Strategic

Report

Governance

Report

Financial

Statements

Additional

Information

Rest of World

Our actions have driven a return to

profitability in the second half.

Dave Brown

CEO, Americas

Our Rest of World (“RoW”) division now comprises 18 countries

following the completion of the disposal of our operations in six

European countries. In June 2026, we also announced that we were

exploring options relating to Belgium, Brazil, Greater China, Malaysia,

the Netherlands, Singapore, and UAE.

RoW net fees decreased by 6% year on year. Temporary &

Contracting (47% of RoW) was more resilient, with net fees up

2%year on year but Permanent recruitment declined by 12% as

markets remained challenging, particularly in Northern Europe.

The division reported an operating loss

(3)

of £5.1 million

(FY25: £4.3 million loss) primarily driven by weakness in Northern

Europe but returned to profitability in the second half as we took

action to improve consultant net fee productivity and structurally

reduce costs. Currency impacts increased net fees by £3.4 million

and operating profit by £0.2 million.

EMEA ex-Germany (62% of RoW) net fees decreased by 8%.

France,our largest RoW country, remained challenging with net fees

down 19%, but our actions to address productivity and costs were

delivered on plan and our profit performance improved in the fourth

quarter. Spain and Portugal again performed strongly, up 16% and

15% respectively to all-time-record net fee performances, whereas

Switzerland and Italy were down 14% and 9%. In response to market

conditions, we continued to manage consultant headcount,

reporting a 9% decrease year on year.

The Americas (21% of RoW) was subdued with net fees down 7%

year on year, led by North America. The US was down 6% due to

theloss of a material RPO contract which was taken back in-house,

although trading improved through the fourth quarter. Latam was

challenging, down 7% year on year.

Asia (17% of RoW) net fees increased by 3%. Our largest business

within the region, Japan, was up 10% driven by strong growth in our

Temporary & Contracting business with Greater China growing by

12%. However, this was offset by India and Malaysia, down 33% and

15% respectively. In December 2025, we closed our operations

inThailand.

Overall period-end consultant headcount in the RoW division

decreased by 8% year on year. EMEA ex-Germany consultant

headcount decreased by 9%, the Americas decreased by 10%

andAsia was down 5%.

By contract type

By specialism

Net fees

£329.0m

By sector

Permanent

53%

Contracting

Temporary

38%

Public

Private

99%

Pre-exceptional performance

Year ended 30 June 2026 2025

Actual

growth

LFL

growth

Net fees £329.0m £355.1m (7)% (6)%

Operating loss

(3)

£(5.1)m £(4.3)m (19)% (11)%

Conversion rate

(1)

(1.6)% (1.2)%

Period-end

consultant

headcount

(2)

2,128 2,486 (14)% (8)%

(1)Technology – 27%

(2)Finance – 16%

(3)Construction and Property – 13%

(4)Engineering – 8%

(5)Life Sciences – 6%

(6)HR – 3%

(7)Office Support – 4%

(8)Other – 23%

Key actions taken in FY26

• Disposed of our operations in six European countries

• Exploring options relating to Belgium, Brazil, Greater China,

Malaysia, the Netherlands, Singapore, and UAE

• Exited Thailand and closed our recruitment operations in Mexico

• We restructured our operations and back-office functions in

France, Belgium and the Netherlands.

• Details of the resulting exceptional costs are provided in note 5.

Note: unless otherwise stated all growth rates in this statement are like-for-like (LFL), representing year on year (YoY) organic growth of continuing operations at constant currency, and

excluding country closures and exits.

1. Conversion rate is the proportion of net fees converted into operating profit (before exceptional items).

2. Closing consultant headcount at 30 June.

3. Operating loss was stated before exceptional charges, as detailed in notes 4 & 5 to the Consolidated Financial Statements on pages 154-155.

① ② ③ ⑦ ⑧⑥⑤④

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Additional

Information

Sustainability

43 Sustainable business in the world of work

48 Sustainable business highlights FY26

48 Social

50 Governance

52 Environment

58 Task Force on Climate-related Financial Disclosures (TCFD)

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Sustainable business

in the world ofwork

Our Momentum strategy and commitment to sustainable business

At Hays, we aim to create societal value through lifelong partnerships that help people and organisations succeed. Our Momentum strategy

isdesigned to strengthen our leadership in specialist recruitment and workforce solutions through a more focused, technology-enabled

andinsight-led approach. Sustainability is an important enabler of that strategy, helping us build trust, reinforce client confidence and create

long-term value. To provide greater transparency and connectivity between sustainability and business performance, our sustainability

disclosures are now included within this Annual Report, providing a consolidated view of our progress and commitments.

Delivering Momentum depends on a strong culture and a consistent way of working across Hays. Through the Hays Way and our Valued

Behaviours, we set clear expectations for how we act, lead and make decisions, underpinned by trust, integrity, accountability, collaboration,

client focus and curiosity. We are committed to sustainability in its broadest sense, guided by the United Nations Sustainable Development

Goals (UN SDGs) and our participation in the United Nations Global Compact.

Our approach

In FY26, we commenced a review and refresh of our sustainability

strategy to ensure that our activities are fully aligned with

Momentum and continue to reflect our legal and regulatory duties,

and the expectations of the clients, candidates, suppliers, colleagues,

society and shareholders we serve. This work is being informed by

our double materiality assessment (DMA) refresh, which is expected

to be finalised in FY27 and is helping us assess our material impacts,

risks and opportunities and determine where Hays can make the

most meaningful contribution. While this work is finalised, we remain

focused on delivering against our established commitments and

strengthening the foundations for our refreshed sustainability

strategy, including:

• Effective delivery across our established environmental, social

andgovernance commitments

• Enhancing the quality and assurance readiness of our

non-financial data

• Ensuring that delivery of our programme is supported by clear

ownership, reporting and assurance processes

• Embedding our Valued Behaviours

• Further developing our corporate compliance and data

protectionframeworks

We use the UN SDGs to help frame our contribution to a more

sustainable and equitable future, alongside our participation in

theUnited Nations Global Compact. As part of our sustainability

strategy refresh and updated double materiality assessment, we are

reviewing how our activities, impacts and priorities connect to the

SDGs and where Hays can make the most meaningful contribution.

More information on the integration of the SDGs and our materiality

assessment is provided in the Sustainability section of our website.

We report on our established objectives, targets and key

performance indicators in this Annual Report and Accounts,

andfurther information may be found on our website,

www.haysplc.com/sustainability.

Materiality assessment

As part of our sustainability strategy refresh, during FY26 we continued

to develop our DMA refresh to establish the environmental, social and

governance impacts, risks and opportunities (IROs) most relevant to

Hays, our stakeholders and our future reporting obligations.

The refresh has been informed by internal stakeholders and external

advisers. Further work is underway, with the DMA refresh expected

tobe finalised in FY27. Its outputs will help refine our IROs and inform

our refreshed strategy, governance, data and reporting roadmap.

We also continue to monitor relevant reporting developments,

including ISSB S1 and S2, the incoming UK Sustainability Reporting

Standards, the Australian Sustainability Reporting Standards and the

evolving EU Corporate Sustainability Reporting Directive landscape,

sothat our approach remains proportionate, decision-useful and

publication-ready.

External performance assessments

Benchmarks, ESG indices and ratings are helpful to understand

ourperformance and inform improvement. In FY26, we continued

touse external assessments and client expectations to prioritise the

credentials that matter most for trust, market access and commercial

credibility. These assessments also help us to benchmark our progress

and continuously improve our sustainability performance.

Further sustainability information

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Our key sustainability topics

Our Double Materiality Assessment (DMA) refresh is ongoing and will be finalised in FY27. Our previous DMA (completed in FY25), which was

informed by feedback from key internal stakeholders on ESG-related topics, did not identify climate-related matters as one of Hays’ most

material topics. Hays continues to monitor and report its GHG emissions, emissions reductions, and climate transition and adaptation activities

to meet regulatory requirements, support broader sustainability commitments, and respond to stakeholder expectations. Environmental

sustainability remains an important consideration within our broader sustainability approach.

Reporting area Description Current Position

Data Security Approach to identifying and addressing

cybersecurity and data security risks

Hays identifies and manages cybersecurity and data security risks

through established governance, risk management and operational

processes. Continuous monitoring, risk assessments, and internal

and external audits provide ongoing insight into the effectiveness

of controls and support continuous improvement of our

securityposture.

Data Security Policies and practices relating to the

collection, use, retention and protection

ofclient information

We maintain policies, standards and controls designed to

safeguard information throughout its lifecycle and support

compliance with applicable legal, regulatory and contractual

requirements. Appropriate governance, awareness and security

measures help maintain stakeholder confidence and trust.

Data Security Number of data breaches, percentage

involving client data, and number of

clientsaffected

No material data breaches.

Workforce Diversity and

Engagement

Voluntary and involuntary colleague

turnoverrate

Voluntary turnover rate for FY26 – 23%

(1)

Involuntary turnover rate for FY26 – 11%

(1)

Workforce Diversity and

Engagement

Colleague engagement score or equivalent

engagement measure

Our overall colleague engagement score is 67% as of March 2026.

For additional information, see the Colleague Engagement section

of this report, page 86

Professional Integrity Approach to ensuring professional integrity,

ethical conduct and compliance

Our approach to ensuring professional integrity is comprised of

several core policies, including:

• Group Code of Ethics and Conduct

• Supplier Code of Conduct

• Raising Concerns at Work Policy

• Anti-bribery and Corruption Policy

• Competition Compliance Policy

• Fraud Policy

• Prevention of Facilitation of Tax Evasion Policy

• Internal Data Protection Policy

• Data Retention Policy

• Responsible Use of AI in the Workplace Policy

• AI Prohibited Use Cases

• AI Ethics Statement

• Securities Dealing Code

• Health, Safety and Wellbeing Standard

• Treating Each Other With Respect Standard

https://www.haysplc.com/sustainability/governance/policies

Our Group Code of Ethics and Conduct and associated policies are

strengthened by our Ethics and Integrity training programme and

global intranet guidance materials.

Professional Integrity Monetary losses associated with legal

proceedings or regulatory matters relating

toprofessional integrity

Refer to our Financial Statements. In FY26, no material monetary

losses were incurred relating to professional integrity.

Professional Integrity Percentage of colleagues trained on

ethics & integrity

In FY26, 75% of Hays colleagues

(2)

completed ethics &

integritytraining.

1. Please note that the turnover figures are not representative of the entire group and includes only the average across the following regions: Australia, Germany, UK, USA, Italy, Spain,

France, Poland, Japan, Austria, Switzerland.

2. Of Hays colleagues required to complete training.

Sustainability continued

Core policies

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Accreditations and Ratings

• certified to ISO 14001:2015 in UK&I

• certified to ISO 50001:2018 in UK&I

• certified to ISO 37301:2021 in Germany & Austria

• certified to ISO 9001:2015 in Australia

• certified to ISO 45001:2018 in Australia

• Hays earned a Bronze rating from EcoVadis https://recognition.

ecovadis.com/2ZZU-fLQNkSWllIvOVe-bQ

Governance, leadership and oversight

Our Board of Directors plays a crucial role in overseeing and

assessing our approach to sustainability, corporate ethics and

compliance, and in ensuring that our policies, procedures and

controls are fit for purpose and aligned with our purpose, strategy

and Valued Behaviours. During FY26, we reviewed our sustainability

governance arrangements to strengthen executive ownership,

simplify accountability and better connect delivery to strategy,

riskmanagement and reporting integrity.

As our sustainability governance matures, we are moving towards

amodel where sustainability is overseen through the Board and

itsCommittees as part of the ordinary governance framework.

Under the revised framework, the Sustainability Committee will

bemoved from Board to ELT level, with the Board retaining overall

responsibility for sustainability strategy and its alignment with the

Group’s purpose, Valued Behaviours, culture and long-term strategy.

The Audit & Risk Committee will oversee sustainability and ESG

reporting, related assurance activities and the controls and

processes that support ESG data and disclosures. Other Board

Committees will consider sustainability-related matters where

relevant to their respective remits.

This approach is intended to maintain clear Board-level accountability

while embedding day to day responsibility for delivery, coordination

and monitoring at executive level. Further information on Board

Committees can be found in the Governance Report, on page 76.

Global Compliance & ESG function

In FY26, the Group Sustainability and Group Ethics & Integrity

teamscame together to form the Global Compliance & ESG function,

creating a more aligned, strategic and efficient structure. By combining

expertise across sustainability, ethics, compliance, ESG reporting, and

human rights, the function is better positioned to support Momentum

and deliver practical, impactful, and consistent guidance to colleagues

and regions.

The team

The Global Compliance & ESG function is led by our Director

ofCompliance & ESG, who reports directly into the Executive

Leadership Team, with a dual reporting line to the Chair of the

Audit& Risk Committee. The Director of Compliance & ESG is

supported by regional compliance & ESG teams across UK&I,

Americas, APAC and Europe, and a global network of Integrity

Champions. This model supports consistent implementation

whileenabling local ownership, feedback and practical adoption.

The function also works closely with other Group functions, including

People & Culture, Risk, Group Internal Controls, Internal Audit,

Company Secretarial, Data Protection, Finance, Legal, Candidate

Compliance, Technology, Procurement, Investor Relations and

Marketing, helping to connect ESG, compliance and business

delivery across the Group.

Ethics and compliance

Ethics and compliance is central to how we deliver Momentum.

Ithelps Hays protect trust, make better decisions, manage risk

andcreate long-term value for clients, candidates, suppliers,

colleagues, shareholders and the wider communities we serve.

We are proud of the progress we have made in strengthening

thisfoundation. During FY26, we continued to strengthen our

governance framework, established the Global Compliance & ESG

function and launched our Valued Behaviours across the Group.

TheHays Way and our Valued Behaviours set clear expectations

forhow we work, lead and deliver success for our clients and

candidates: Be Better Together, Be Bold and Curious, Own

theOutcomes and Champion the Customer.

Our commitment to ethics and integrity extends beyond our own

operations and informs how we contribute to broader sustainability

goals. As a signatory to the UN Global Compact, we support its

TenPrinciples on human rights, labour, the environment and

anti-corruption. We are committed to embedding those principles

into our strategy, culture and day-to-day operations, and to

supporting broader sustainable development goals, including

theSDGs.

Compliance Management System

This is designed to support the continuous improvement of our

programme, so that risks can be identified, assessed and addressed

in a more consistent way over time. In FY26, we launched a new

compliance risk assessment procedure to our regions, building on

our previous risk assessment activities. The new risk assessment

process covers risks including fraud, bribery and corruption,

sanctions and trade controls, competition law, tax evasion, and

modern slavery and supports a more consistent assessment

ofactivities and controls across our regions.

We monitor and review the effectiveness of our compliance

programme through policy governance, training activity, Speak Up

themes, regional feedback, internal controls and assurance activity.

Findings and feedback are used to strengthen guidance, controls,

communications and future programme priorities.

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Our Valued

Behaviours

Top-down commitment

Code of Ethics and Conduct

(

)

Policies, procedures, controls and guidance

Through our Group policies, procedures, controls and guidance,

weseek to establish consistent ethical business behaviours,

standards and practices across our organisation. Our Group

policies,procedures and guidance are made available on the Group

and local intranets. All Hays colleagues are expected to comply with

our Group Code of Ethics and Conduct and associated policies, as

well as applicable laws and regulations, regardless of location. Failure

to observe these requirements may result in disciplinary action, up to

and including dismissal.

Compliance risk management framework

Our framework has been designed to facilitate the continuous

assessment and feedback of our programme, to ensure that risks

are identified and addressed on an ongoing basis. We adopt a

risk-based approach to the design and implementation of the

programme, aligning with applicable laws and regulations, and

keyguidance from relevant authorities and international bodies.

Our compliance risk management framework

Hays’ policy framework includes a

suiteof compliance policies and

associated procedures

Our supporting policies and standards

Anti-Bribery and Corruption Policy

Fraud Policy

Competition Compliance Policy

Prevention of Tax Evasion Policy

Internal Data Protection Policy &

Data Retention Policy

Securities Dealing Code

Health, Safety and Wellbeing Standard

Responsible Use of AI in the Workplace Policy,

AIProhibited Use Cases, and AI Ethics Statement

Treating Each Other With Respect Standard

Underpinned by our Raising Concerns at Work Policy

Code of Ethics & Conduct and

Supplier Code of Conduct

The Hays Way – our foundation is built

ontrustand integrity

Our Valued Behaviours

Training and awareness

Training and awareness is key to embedding our policies

andhelping colleagues apply them in practice. In FY26, we:

• launched reimagined ethics and integrity training globally

tosupport colleagues in understanding our Code of Ethics

andConduct, how to raise concerns, and key topics including

bribery and corruption, fraud, and conflicts of interest.

• launched modern slavery training globally to help colleagues

identify risks, understand escalation routes and support

responsible recruitment and supply chain practices.

• developed guidance, communications and practical resources

onkey compliance topics including contact with competitors and

dawn raids, fake workers, confidentiality, modern slavery, bribery

and corruption, gifts and entertainment, and conflicts of interest.

These programmes sit alongside training on data protection and the

facilitation of tax evasion.

Our Speak Up programme

We are committed to building a culture where colleagues and third

parties feel safe and supported to speak up. Our Speak Up programme

is a key part of our compliance framework, helping Hays to identify

issues, learn from concerns and strengthen the way we operate.

We provide colleagues and third parties with access to a confidential

reporting channel, managed by an independent third party (Safecall)

and available by telephone or online, 24 hours a day, 365 days

ayear. Speak Up reports may be made anonymously in more

than100languages, where permitted by local law. Speak Up

reportscanbe raised to Safecall via the following link:

https://www.safecall.co.uk/file-a-report/.

Speak Up reports are reviewed and managed in line with established

procedures, with appropriate investigation, remediation and

escalation where required. Significant Speak Up reports and

emerging themes are reported to senior management and, where

appropriate, to the Board to support effective oversight. Themes,

trends, and outcomes are used to inform improvements to our

controls, guidance, training and culture. The Group does not tolerate

retaliation against anyone who decides to speak up in good faith.

Sustainability continued

Speak Up reporting line

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Additional

Information

Our business partners and

responsiblesourcing

We expect our suppliers to maintain high ethical standards and to

operate in a legally compliant and professional manner, as set out in

our Supplier Code of Conduct. We expect our suppliers to promote

similar standards in their own supply chain.

Third-party risk management is currently supported by a range

oflocal and functional procedures across the Group. In FY26 we

developed a new global third-party risk procedure to support greater

consistency in how relevant risks are identified, assessed, managed

and monitored across Hays. This will be implemented in FY27.

Our Supplier Code of Conduct is available here:

https://www.haysplc.com/sustainability/governance/suppliers.

Data protection

Secure systems, responsible use of data and robust working

practices are central to client, candidate and colleague trust,

andtoour ability to use data, technology and AI responsibly.

During FY26, we completed a Group-wide data protection maturity

assessment and agreed a multi-year roadmap to strengthen our

data protection capability. This work will deliver improved risk

mitigation, greater consistency and a stronger foundation for

dataprotection across Hays.

Effective data protection and responsible use of AI are closely

linked,particularly within the recruitment industry. To support this,

we have expanded the remit of our Group-wide data protection

team to also be responsible for AI governance, thereby bringing a

consistent risk management strategy across these two core pillars

ofstrategic enablement.

Human Rights

Our Human Rights Statement sets out our commitment to

respecting internationally recognised human rights and is

availableon our website, www.haysplc.com/sustainability.

In FY26, we strengthened our human rights framework by

developing refreshed policies covering human rights, modern

slavery and third-party risk, supported by new guidance and

escalation procedures for identifying, preventing, mitigating and

responding to modern slavery and other human rights risks. These

policies, together with our Supplier Code of Conduct, are designed

to provide clear expectations for colleagues, suppliers and business

partners and to support more consistent due diligence, risk

management and escalation across our operations and supply

chain. They will be published in FY27 following formal approval.

In FY26, we also reviewed and refreshed the membership of our

Modern Slavery Working Group to make it more global in scope,

enhancing cross-regional ownership. Our partner, the Slave-Free

Alliance, participates in these sessions as a standing member,

providing external insight and presenting to the group on key

modern slavery topics and approaches.

This work has been complemented by continued activity across

ourmodern slavery programme. Further details and progress on

ourmodern slavery and human trafficking prevention programme

can be found in our Modern Slavery Statement, available on our

website, www.haysplc.com/sustainability.

Tax approach

As a global business, Hays understands that tax is an important

contribution to the societies and economies in which we operate.

Our total tax contribution extends beyond the tax we pay on our

profits and includes the wider taxes we bear and collect through

ourbusiness activities, including employment taxes, social security

contributions, indirect taxes and other statutory payments. This

broader contribution supports public finances and reflects the

scaleof our role as an employer, service provider and responsible

corporate citizen.

Our approach to tax is grounded in responsible business conduct,

good governance and transparency. We are committed to complying

with applicable tax laws, managing tax risks appropriately and

maintaining open and cooperative relationships with tax authorities.

We do not condone any criminal evasion of tax. Tax decisions are

made in support of genuine commercial activity and are subject

toappropriate oversight and control. This approach reflects our

commitment to operating sustainably and responsibly for the

benefitof our stakeholders.

For more information, please refer to our Tax Strategy which is

available at www.haysplc.com/governance.

Modern Slavery Statement

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Sustainable business

highlights FY26

As a people business, our greatest impact is through the world of work: helping people

accessopportunity, supporting clients with the talent and skills they need, building inclusive

andengaging workplaces, and strengthening trust, fairness and responsible business practices

across our operations and supply chain. We also recognise our responsibility to reduce our

environmental impact and support the transition to a lower-carbon economy through

strongerclimate data, supplier engagement and practical action across our business.

Social

In FY26, our social priorities focused on embedding our Valued Behaviours and bringing

theHays Way to life through our people: strengthening colleague listening, launching

ourleadership framework and Leading Better Together series, and building inclusion,

wellbeing and belonging into how we work.

Volunteering

hours

8,877

FY25: 13,602

Volunteering

participation

22%

FY25: 27%

Women in

leadership

43.8%

FY25: 44.9%

Engagement

score

67%

FY25: 70%

Our

colleagues

c.8.1k

FY25: c.9.5k

FY26 objective Progress and delivery

Deliver FY26 priorities within the

Hays global People & Culture

strategy to accelerate talent

attraction, retention

andengagement.

Status: Delivered

• Implemented key FY26 People & Culture priorities, including a strengthened global listening

strategy comprising of our annual Your Voice, mid-year Pulse and monthly Heartbeat

engagementsurveys, providing more continuous insight into our colleague experience.

• We launched our global People Standards, Treating Each Other with Respect, and Health,

Safetyand Wellbeing, establishing consistent expectations for inclusion, wellbeing and

psychological safety across Hays.

• We also continue to invest in skills and career development, helping to create a more consistent

colleague experience globally and supporting our talent attraction, retention and engagement.

Launch and embed our new

Valued Behaviours and leadership

framework, to improve the

engagement and performance

ofour colleagues.

Status: Delivered

• Successfully launched our four global Valued Behaviours and new leadership framework, creating

a clear and consistent approach to how we work, lead and deliver success across our business.

• We launched Leading Better Together, a global leadership and culture program for more than 700

of our senior leaders, equipping them to role model our Valued Behaviours, foster inclusive and

psychologically safe environments, and drive high performance across their teams and markets.

Revisit and refresh our Global

Inclusion strategy so this is aligned

to our priority of building inclusion

into everything we do, and ensuring

colleagues have a sense of

belonging, regardless of their

background or characteristics.

Status: In progress

• Refreshed our Global Inclusion strategy and established clear priorities and foundations for action,

which is set to be released in FY27.

• Inclusion, accessibility, mental health and wellbeing have been further embedded into

ourPeopleStandards, leadership expectations and business transformation programmes,

supportedby increased engagement with underrepresented groups through listening and a

newpartnership with the Business Disability Forum to strengthen accessibility across our systems,

processes and behaviours.

• We have risen to 25

place in the FTSE 250 Women Leaders Review ranking, up from 43

last

year, while continuing to exceed the review’s target of 40 percent women representation on our

Board and in senior leadership

• Achieved 97

place in the FT-Statista 2026 Diversity Leaders ranking, remaining among the

top100 organisations recognised for advancing diversity, equity and inclusion across Europe

• Achieved a score of 78% (Upper Tier 2) in the 2026 CCLA Corporate Mental Health Benchmark

and continued to strengthen mental health and wellbeing support across our business, including

investment in Mental Health First Aider networks in multiple regions, with approximately one

MHFA for every 23 colleagues in our UK&I business, alongside the launch of a Mental Health

Policyand Suicide Prevention Toolkit

Sustainability continued

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Additional

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FY26 objective Progress and delivery

Inspire and enable our colleagues

to give back, delivering at least

15,000 volunteering hours and

attaining a 25%+ participation rate.

Status: Not delivered

• During the reporting period, Hays recorded 8,877 volunteering hours, equating to an average

of4.8 volunteering hours per participating colleague, with our colleagues achieving a 22%

participation rate.

• While the targets of 15,000 volunteering hours and a participation rate of over 25% were not met,

colleague engagement in volunteering and community initiatives remained strong.

• Performance was delivered against a backdrop of challenging global market conditions, with

organisational priorities focused on net fee and profit protection, while colleagues were also

focused on maintaining individual performance and variable pay opportunities.

• Despite these pressures, Hays sustained a high level of commitment to volunteering,

demonstrating the continued dedication of its colleagues to supporting communities

andcreatingpositive social impact.

Further community impact with

‘Helping for your tomorrow’

reaching more than 25,000

individuals and exceeding

150,000community hours.

Status: Not delivered

• The Helping for Your Tomorrow programme reached over 15,000 individuals and generated

72,034 community hours during the reporting period.

• Although the revised targets of 25,000 individuals reached and 150,000 community hours were

not met, the programme continued to make a positive contribution to communities through a

range of social impact initiatives

Future target outcomes

As our Compliance and ESG programme continues to mature, and in line with our Momentum strategy, we are evolving from annual

commitments towards a smaller number of long-term strategic outcomes. We recognise that many of the environmental, social and

governance issues that matter most to our stakeholders require sustained focus and delivery over several years.

Our FY30 outcomes, on page 54 are designed to focus on the areas where Hays can create the greatest long-term value for clients,

candidates, colleagues, shareholders and wider society. Progress will be supported by measurable annual KPIs and reported transparently

each year as our capabilities and reporting maturity continue to develop. This approach reflects our commitment to providing reliable,

decision-useful information while remaining focused on practical delivery and meaningful outcomes.

Our Priority SDGs Commitment to the UN Global Compact

Principle 5 – the elimination of discrimination

Case study:

Creating

opportunities with

Down Syndrome

Ireland

Case study:

Award-winning

efforts across

theglobe

Image:

Better Together:

Connecting Futures

Artist: Kaide

Wheelock (Yamatji,

Wajarri and

Badimaya)

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Governance

In FY26, we continued to build on our foundations of trust and integrity, strengthening

thegovernance, controls and responsible business practices that support how we operate.

This included progressing our ethics and compliance programme, advancing data protection

& AIgovernance, and further developing our approach to human rights and modern slavery.

No. of speak-ups received by

safecall or integrity team

FY25: 17

No. of colleagues completed

modern slavery training

6,126

No. of colleagues trained on

ethics and integrity topics

3,340

FY25 objective Progress and delivery

Formulate action plan to

implement improvements as

perthe Slave-Free Alliance (SFA)

recommendations and progress

inpriority areas.

Status: In progress

• Modern Slavery Working Group strengthened, with wider global representation, supported by

SFAattendance, insights and guidance.

• Modern slavery training rolled out globally, with 90% completion, based on those required to

complete the training, in FY26.

• Group wide engagement to support global Anti-Slavery Day.

• Design of new or updated policies, procedures and guidance on human rights and modern slavery.

• Further information on our progress and ongoing commitment to modern slavery can be found in

our FY26 Modern Slavery statement on our website.

• Ongoing works are taking place to formalise an action plan for our modern slavery programme,

which will be developed in FY27.

FY26 objective Progress and delivery

Further design, communicate and

drive a programme of digitisation

focused on differentiated client

and candidate experiences,

efficient and effective operations

and stronger ESG credentials,

using data, technology and AI

Status: In progress

• Progressed development of our next generation Hays Digital platform. We have rolled out AI

agents to provide our consultants with best-in-class tools and provide powerful and personalised

insights to our clients.

• Hays are progressing their Information Management System in line with ISO 27001:2022, with

internal assessments and evidence development underway, and remain on track to achieve full

certification in December 2026.

• Hays continue to maintain alignment with Cyber Essentials requirements and updates that support

future certification readiness.

Align the identified impacts, risks

and opportunities (IROs) within the

delivery of the Hays global strategy,

preparing to meet the incoming

reporting requirements of the

EUCSRD and adoption of

ISSBstandards

Status: In progress

• Commenced refresh of our double materiality assessment, identifying the impacts, risks and

opportunities most relevant to Hays, our stakeholders and future reporting obligations. This is

dueto be finalised in FY27. The outputs from this work are being integrated into our refreshed

sustainability strategy and used to inform governance, data, reporting and assurance priorities,

helping us focus on the areas where Hays can make the most meaningful contribution.

Complete the Group-wide data

protection maturity assessment,

with a view to roadmap the

required activities to position Hays

as a leader in data protection

Status: Delivered

• Maturity assessment has been completed. We have agreed a roadmap to further focus our Data

Protection capability and maturity.

• We are already achieving benefits from our enhanced approach through successful risk mitigation

strategies, and delivery of improvements in Data Protection compliance.

Sustainability continued

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FY26 objective Progress and delivery

Develop an updated ethics and

compliance programme roadmap,

to ensure it reflects Hays’ global

strategy, purpose and valued

behaviours, and supports

continuous improvement and the

efficient and timely implementation

of recommendations.

Status: Delivered

• We developed and launched our refreshed Ethics & Compliance programme roadmap, aligned to

Hays’ global strategy, purpose and valued behaviours. Implementation commenced during FY26,

supported by strengthened governance and progress across key programme priorities.

Establish a new Sustainable

Procurement Working Group

andformulate an action plan to

promote stronger commercial,

ethical and compliance awareness

and opportunities, within our

supplier base

Status: In progress

• Established the Sustainable Procurement Working Group, providing a cross-functional platform to

strengthen oversight of supplier-related commercial, ethical, compliance and sustainability risks.

• Used the Working Group to commence supply chain mapping in EcoVadis and to build greater

visibility of supplier risk and opportunity across the Group.

• Commenced the review and enhancement of our third-party risk procedures to support a more

consistent approach to identifying, assessing, managing and monitoring supplier and business

partner risks.

• Reviewed and prepared updates to our Supplier Code of Conduct and Human Rights Statement,

to provide clearer expectations for suppliers and business partners.

• These activities will be further progressed in FY27 under our revised governance structure, with

responsible procurement forming a greater focus as the global procurement function matures.

Launch and commence global

roll-out of new modern slavery

training in line with the action plan

developed by the Modern Slavery

Working Group, in conjunction

withcontinued progress with

theSlave-Free Alliance across

oursix improvement areas

Status: Delivered

• Launched modern slavery training globally, achieving a 90% completion rate of those required to

complete the training, in FY26

• Continued delivery of the modern slavery action plan through the Modern Slavery Working Group

and our ongoing partnership with the Slave-Free Alliance.

Complete the refresh of our

policies relating to modern slavery,

to ensure alignment.

Status: Delivered

• Developed refreshed policies covering human rights, modern slavery and third-party risk,

supported by new guidance and escalation procedures to strengthen governance and promote

amore consistent approach across the Group.

Future target outcomes

As outlined in the Social section (see page 48), we are evolving from annual commitments towards longer-term strategic outcomes.

TheFY30 outcomes can be seen on page 54.

Our Priority SDGs Commitment to the UN Global Compact

Principle 1 – protection of internationally proclaimed human rights

Principle 2 – not be complicit in human rights abuses

Principle 3 – uphold freedom of association and right to collective bargaining

Principle 4 – elimination of all forms of forced and compulsory labour

Principle 5 – effective abolition of child labour

Principle 10 – work against all forms of corruption, extortion and bribery

Case study:

Raising awareness of modern slavery across Europe

Case study:

Strengthening data protection awareness in

recruitment across Europe

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Environment

We recognise that people, planet and economy are interconnected. In FY26, we commenced a

review of our sustainability strategy to ensure our environmental priorities remain aligned with

Momentum, our stakeholder expectations and the evolving reporting landscape. This review is

helping us focus on the areas where Hays can make the most meaningful contribution, including

climate data quality, supplier engagement, transition planning and clear governance over delivery.

CDP climate

score

FY25: B Management Level

Scope 1 & 2

GHGemissions

-54%

against FY20

Total GHG

emissions

27,922

FY25: 37,071

Scope 3 GHG

emissions

Purchased Goods and

Services & Capital Goods

-36%

against FY20

FY26 objective Progress and delivery

Develop an SBTi-approved

NetZero target and

associatedtransition plan.

Status: In progress

• Carbon reduction planning and analysis to inform target setting commenced with external

provider Greenly. Proposal developed for formulating transition plan. Work to be carried over

andfinalised in FY27.

Target carbon literacy

andengagement across

leadershippopulation.

Status: In progress

• Initial training proposal considered for the Top 700 leaders but looking to refocus approach with

deployment in FY27 to allow for more appropriate timing given context and business changes.

Direct supplier engagement on

climate with our strategic business

partners and within the top 25

suppliers relevant to our Scope 3

emission reduction target for

purchase of goods and services

andcapital goods.

Status: In progress

• Supplier engagement programme initiated through direct engagement by the Compliance and

ESG team and utilisation of the Carbon Module within the EcoVadis platform used for supplier ESG

assessments, with full delivery across strategic business partners and the top 25 suppliers relevant

to our Scope 3 emissions reduction target planned for FY27.

Revisit with relevant data sets and

forecasts our consideration of our

climate risks and opportunities

including the pricing of externalities.

Status: In progress

• Climate risk and opportunity work initiated centrally, including identification of relevant

datasetsand development of a cross-functional data collection plan covering technology and

ITinfrastructure, clients and markets, financials, and economic context. A comprehensive review

ofclimate-related risks and opportunities within the Task Force on Climate-related Financial

Disclosures (TCFD) section of our report, including the pricing of externalities, is planned for

completion by FY27.

Recalibrate the time and resource

investment, with the opportunities

relevant to key growth sectors and

markets, that are fundamental to

theGreen Economy transition.

Status: Delivered

• Decision in FY26 to no longer approach as a separate globally driven specialism with structural

business changes and regional integration of Enterprise Client Management. Support of the

GreenEconomy and opportunities realised through an integrated approach noting Hays

alignment with leading transition sectors including Technology, Construction & Property,

Engineering and Finance. Specific sustainability focus pursued where most relevant including

inthe UK and Germany.

Sustainability continued

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FY26 objective Progress and delivery

Achieve a 50% reduction in Scope 1

& 2 emissions by 2026 versus 2020

baseline, as approved by the SBTi

(1.5°C trajectory).

Status: Delivered

• By FY26, Scope 1 and 2 emissions had reduced by 54% on a market-based basis and 46% on a

location-based basis compared with the 2020 baseline. This outcome is associated with a range

offactors, including ongoing efforts to improve energy efficiency, changes in energy procurement

and the decarbonisation of electricity supplies in certain markets. Comparisons between FY20

andFY26 are also affected by the methodology update associated with the transition from

ClimatePartner to Greenly for emissions calculations.

Achieve a 50% reduction in Scope 3

emissions from Purchased Goods

and Services & Capital Goods

by2030 versus 2020 baseline,

asapproved by the SBTi

(1.5°Ctrajectory).

Status: In progress

• By FY26, emissions from purchased goods and services and capital goods decreased by 36%

compared with the 2020 baseline. This outcome is associated with a range of factors, including

procurement-related activities, changes in supplier emissions and broader market developments.

Comparisons between FY20 and FY26 are also affected by the methodology update associated

with the transition from ClimatePartner to Greenly for emissions calculations.

40% reduction in absolute Scope 3

emissions from business travel by

2026 against a 2020 baseline, as

approved by the SBTi in line with

a1.5°C trajectory.

Status: Delivered

• By FY26, business travel emissions were 63% lower compared with the 2020 baseline, compared

with Hays’ science-based target of a 40% reduction by 2026. This outcome is associated with

arange of factors, including changes in travel activity, evolving ways of working and broader

business developments over the period. Comparisons between FY20 and FY26 are also affected

by the methodology update associated with the transition from ClimatePartner to Greenly for

emissions calculations.

Invest in beyond-value-chain

mitigation projects in relation to

emissions that equate to our Scope 1

& 2, Scope 3 business travel and

Scope 3 transition and distribution

losses, until at least 2026.

Status: Not delivered

• Hays did not invest in beyond-value-chain mitigation projects that equated to our Scope 1 & 2,

Scope 3 business travel and Scope 3 transition and distribution losses during FY26. During the

year, the Group transitioned to Greenly as its carbon management provider and undertook a

review of its approach to carbon management and climate reporting. Hays remains focused on

reducing emissions across its operations and value chain and will continue to assess its future

approach to beyond-value-chain mitigation activities.

Future target outcomes

As outlined in the Social section (see page 48), we are evolving from annual commitments towards longer-term strategic outcomes.

The FY30 outcomes can be seen on page 54.

Our Priority SDGs Commitment to the UN Global Compact

Principle 7 – support a precautionary approach to environmental challenges

Principle 8 – promote greater environmental responsibility

Principle 9 – encourage environmentally friendly technologies

Case-study:

Encouraging sustainable behaviours in France

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Our climate targets and commitments:

• 50% reduction in Scope 3 emissions from purchased goods, services & capital goods by 2030 versus 2020 baseline, as approved by

the SBTi (1.5°C trajectory)

• transition to 100% renewable energy where there is a viable market solution for electricity supply

Climate commitment and reporting

We recognise the importance of driving meaningful climate action,

minimising our environmental impact and supporting the transition

to a lower-carbon economy. Our climate approach focuses on

improving the quality of our greenhouse gas (GHG) data, reducing

emissions across our operations and value chain, engaging suppliers

and landlords, and strengthening governance over climate-related

risks, opportunities and reporting.

Our existing science-based targets were approved by the Science

Based Targets initiative (SBTi) and are aligned with a 1.5°C pathway.

As FY26 marks the end of the target period for our Scope 1 and 2

and business travel targets, we have reviewed our performance,

thelessons learned and the practical actions required to inform the

next phase of our climate strategy. We are also progressing work

todevelop future climate targets and an associated transition plan,

with further work to be completed in FY27.

Climate-related risks, opportunities and reporting matters are

managed through our revised sustainability governance framework,

as described in the Governance, leadership and oversight section

onpage 45.

Sustainability continued

We continue to report in line with the Greenhouse Gas Protocol

Corporate Accounting and Reporting Standard and UK Streamlined

Energy and Carbon Reporting requirements. We apply an operational

control approach and report Scope 1, Scope 2 and relevant Scope 3

categories. During FY26, we transitioned our carbon accounting and

climate data management process to an external service provider,

Greenly, to support more consistent data collection, calculation,

review and reporting across markets, and to provide a stronger

basisfor future target setting, supplier engagement and

transitionplanning.

Selected FY26 GHG emissions metrics have been subject to limited

assurance by ERM Certification and Verification Services Limited

(‘ERM CVS’). Further detail on methodology, scope, assumptions,

restatements and assured metrics is provided in the methodology

notes accompanying the FY26 GHG emissions table and in the

FY26Assurance Report.

In the CDP Climate Change assessment, Hays maintained a score

ofB. In FY26, we also achieved an EcoVadis Bronze rating with

65points, reflecting continued external recognition of our

widersustainability management approach.

The three graphs show our progress against our SBTi targets

withactual GHG emissions plotted against the target trajectory.

Our FY30 Target Outcomes

What we are committing to KPIs How this creates long term value

Climate Transition

Establish refreshed science-based climate

targets and deliver a credible transition plan

that supports Hays’ long-term pathway to

netzero.

• Approval of refreshed science-based targets

• Development and implementation of

aclimate transition plan

• Annual progress against emissions

reduction targets

• Delivery of key climate-related milestones

Climate change continues to present both

risks and opportunities for businesses. Clear

targets, credible transition planning and

transparent reporting help strengthen

resilience, support stakeholder confidence

and demonstrate preparedness for a

lower-carbon economy.

Workforce & Economic Transition

Create measurable social and economic

valueby improving access to employment,

developing skills and connecting

organisations with the talent needed

forworkforce, technological and

sustainabilitytransitions.

• Workforce transition placements

• Sustainability-related and

future-skills placements

• Social value outcomes delivered through

client and community programmes

• Employability and skills-development

initiatives

• Implement the Global Inclusion strategy

across operations and supply chains

Hays plays a unique role in connecting people,

skills and opportunity. Supporting workforce

transition and addressing critical skills

shortages strengthens our relevance to

clients, contributes to economic growth

andcreates measurable social value

throughthe world of work.

Trusted Governance & Reporting

Build a globally consistent compliance,

governance and reporting framework

thatprovides reliable, decision-useful

information for stakeholders and

supportsresponsible growth.

• Compliance Management System

implementation and maturity

• Reporting and assurance

capabilitydevelopment

• ESG data quality and assurance coverage

• Progress against selected external

assessments and benchmarks

• Uplift in AI Governance integration across

the Hays Digital Platform programme

Strong governance, effective controls

andreliable information help protect

ourlicence to operate, support client and

investor confidence, and enable informed

decision-making across the business.

Measuring progress

The KPIs reported against each outcome may evolve over time as our data, systems and reporting capabilities mature. Where methodologies,

coverage or assumptions are developing, we will report transparently on progress, limitations and actions underway. Our objective is to provide

stakeholders with a transparent and decision-useful assessment of performance.

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Information

Combined Scope 1 & 2 GHG emissions

(market-based) (tCO

4,000

8,000

12,000

16,000

2026202520242023202220212020

Target Emissions

Actual Emissions

Scope 3 GHG emissions from business

travel (tCO

2000

4000

6000

8000

2026202520242023202220212020

Target Emissions

Actual Emissions

Combined Scope 3 GHG emissions from

Purchased Goods and Services & Capital

Goods (tCO

4,000

8,000

12,000

16,000

20302029202820272026202520242023202220212020

Target Emissions

Actual Emissions

Carbon emissions hotspots

9.7%

24.7%

27.8%

13.6%

6.4%

8.9%

Scope 1

Scope 2 market-based

Purchased goods & services

Capital goods

Business travel

Employee commuting &

homeworking

Scope 3 other

We focus our climate activity on the emission sources that

contribute most materially to our total Group emissions.

Our key emissions hotspots continue to include:

• Purchased goods and services

• Capital goods

• Business travel

• Employee commuting and homeworking

• Office energy consumption

• Fleet-related emissions

Our reduction levers include improving data quality, engaging

suppliers, working with landlords on energy data and renewable

electricity options, improving office energy efficiency, transitioning

fleet vehicles where feasible, applying sustainable travel principles,

and improving colleague and leadership awareness of climate

impacts and choices.

During FY26, we strengthened the foundations for supplier

engagement through the Sustainable Procurement Working Group,

direct engagement by the Compliance & ESG team and use of

supplier-related ESG assessment tools. This activity supports our

longer-term Scope 3 reduction target and will continue to be

developed in FY27.

Our adoption of renewable electricity supplies for our offices was

40% in FY26, compared with 37% in FY25. We continue to pursue

renewable electricity where there is a viable market solution and

where the use of renewable electricity can be appropriately

substantiated.

Carbon Reduction Plan

Progress against our targets

Our progress against our climate targets has been mixed. We have

made progress in reducing emissions in some areas, supported by

energy efficiency measures, increased use of renewable electricity

where available, changes in our office footprint, and the gradual

transition of parts of our car fleet. Reported emissions reductions

reflect both these operational improvements and updates

tocalculation methodologies following the transition from

ClimatePartner to Greenly. Comparisons with prior years

shouldtherefore be interpreted in this context.

Our Scope 1 and 2 market-based emissions reduced by 54% against

our 2020 baseline, exceeding our target of a 50% reduction by

2026. This outcome is associated with a range of factors, including

operational improvements such as energy efficiency measures,

increased use of renewable electricity where substantiated and

available, and progress in transitioning parts of our vehicle fleet,

aswell as methodology changes associated with the transition

fromClimatePartner to Greenly.

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Information

• Scope 2 emissions were affected by the reclassification of

heating-related emissions in several countries, resulting in lower

reported purchased heat emissions and corresponding increases

in Scope 1 natural gas emissions. In addition, differences in

electricity emission factors and Greenly’s estimation approaches

for certain sites contributed to year-on-year movements in both

location-based and market-based Scope 2 emissions.

• Within Scope 3, emissions from purchased goods and services

and fuel- and energy-related activities were influenced by a

reduction in average FTE from 10,338 to 8,519 (17.6%) and

differences between the Greenly and ClimatePartner

methodologies, including the application of different

emissionfactors and expenditure categories.

• The increase in capital goods emissions reflects the inclusion of

additional expenditure categories in FY26, while the increase in

waste generated in operations primarily reflects a change in

estimation methodology from a building surface area-based

approach to an employee-based model.

• Business travel emissions fell by 62%, mainly because lower

flight-related emissions followed the introduction of a profit-led

travel ban, which reduced travel activity, while reductions in

employee commuting and homeworking emissions primarily

reflect changes in estimation methodology and a lower

averageFTE during FY26.

• Upstream leased assets were included in the FY26 inventory for

the first time, expanding the reporting boundary and improving

the completeness of the GHG inventory.

Transition planning and next steps

In FY26, we continued to build on our established approach of

usingexternal expertise to support our climate reporting and carbon

management activities. During the year, we transitioned to Greenly

as our carbon management provider, enhancing our greenhouse

gas data collection, calculation and reporting capabilities. We also

commenced work on carbon reduction planning and analysis to

support future target setting. This work will continue in FY27 and

willinform the next phase of our climate strategy, future targets

andpractical reduction roadmap.

Our priorities for FY27 include:

• Finalising the development of future emissions targets and a

transition plan;

• Strengthening supplier engagement, particularly with strategic

suppliers and suppliers material to our Scope 3 purchased goods

and services and capital goods target;

• Embedding sustainable travel principles more consistently across

the Group;

• Improving climate data quality, controls and assurance readiness;

• Reviewing climate-related risks and opportunities using relevant

business, market and financial data;

• Improving leadership engagement and climate literacy at the right

point in the business transformation cycle; and

• Continuing to align our climate approach with Momentum, our

sustainability strategy refresh and evolving reporting requirements.

We recognise that climate action requires sustained focus, clear

governance responsibilities and integration into business decision-

making. FY26 has provided important lessons on data quality,

delivery ownership, target setting and the importance of aligning

climate ambition with credible implementation plans. We will use

these lessons to strengthen our future climate approach, support

long-term value creation for Hays and its stakeholders, and

contribute to Momentum by improving operational resilience,

decision-making and disciplined sustainability performance. Our

refreshed sustainability approach is intended to position ESG as a

practical enabler of business performance, risk management and

stakeholder trust, rather than as a standalone reporting requirement.

Sustainability continued

Our Scope 3 business travel emissions reduced by 63% against our

2020 baseline. This is above our target of a 40% reduction by 2026.

Business travel remains important to client relationships, leadership

engagement and the operation of a global business. Significant

efforts have been undertaken to reduce business travel, including

aprofit-led ban on non-essential travel Group wide, which is

associated with lower business travel emissions.

Our Scope 3 emissions from purchased goods and services and

capital goods reduced by 36% against our 2020 baseline. This target

runs to 2030 and remains a key focus area. In FY26, we initiated

supplier engagement activities, including direct engagement with

strategic suppliers and use of the EcoVadis Carbon Module to support

improved visibility of supplier climate data and reduction plans.

Overall, our total Scope 1, 2 and relevant Scope 3 emissions were

27,922 tCO₂e in FY26, compared with 37,071 tCO₂e in FY25 and

51,503 tCO₂e in the 2020 baseline year. Our total emissions

intensityper FTE was 3.28, compared with 3.59 in FY25.

Our adoption of renewable energy supplies for our offices is

reported at 40%. While renewable electricity is sourced across

anumber of key markets, a significant proportion of the Group’s

electricity consumption remains without substantiated renewable

energy coverage. We continue to explore opportunities to increase

renewable electricity procurement and renewable energy certificate

coverage across our operations in order to further increase the

share of renewable energy in future reporting periods.

Hays’ Group Environmental Policy, incorporating our Sustainable

Travel Principles, continues to support the management of

environmental impacts across the business. The policy is

availableonour website, www.haysplc.com/sustainability.

Group Environmental Policy

Our supplier spend Scope 3 emissions have reduced by 36% against

the base year. This includes the emissions calculated in relation to

Scope 3 purchased goods and services and Scope 3 capital goods.

This outcome is associated with operational factors, including

changes in supplier spend and supplier engagement on climate-

related matters, as well as methodology updates following the

transition from ClimatePartner to Greenly. We now have an

enhanced focus for engaging with key suppliers on climate as

wetrack our progress against our 50% reduction target for 2030.

Our total emissions have reduced by 46% against the base year

andour total intensity ratio per FTE has decreased by 20%.

Year on year movements

The year on year movements in greenhouse gas (GHG) emissions

between FY25 and FY26 reflect a combination of operational

changes and updates to calculation methodologies (attributable

tothe transition from ClimatePartner to Greenly for emissions

calculations). As a result, comparisons with prior year emissions

datashould be interpreted in this context.

• The reduction in Scope 1 emissions was primarily driven by

lowerfuel-related emissions, reflecting the continued transition

ofthe vehicle fleet to electric vehicles. In Germany, fuel-related

emissions decreased from approximately 2,675 tCO₂e in FY25

toapproximately 2,064 tCO₂e in FY26, alongside a reduction

inoverall fleet size. Year on year movements at country level

werealso influenced by changes in refrigerant leakage emissions

and the treatment of heating-related emissions. Under the

FY26 methodology, natural gas consumption is reported

underScope 1, whereas comparable heating-related emissions

were partially reported as purchased heat (Scope 2) in FY25.

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Additional

Information

Hays’ Scope 1, 2 and 3 emissions (1 July to 30 June reporting year) tCO

2026

(1)

2025 2020

(11)

Emissions Sources

UK and

offshore

Global

(excluding

UK and

offshore)

Global

(including

UK and

offshore)

UK and

offshore

Global

(excluding

UK and

offshore)

Global

(including

UK and

offshore)

% change

in total

emissions

(vs 2025)

(7)

UK and

offshore

Global

(excluding

UK and

offshore)

Global

(including

UK and

offshore)

% change

in total

emissions

(vs 2020

base year)

Scope 1

(2)

299 3,505 3,804 286 4,250 4,535 -16% 786 4,824 5,610 -32%

Operational fuel 62 443 505 125 423 548 -8% 12 734 746 -32%

Vehicle fuel 236 3,062 3,298 161 3,827 3,988 -17% 774 4,090 4,864 -32%

Scope 2 market-based

(2)

292 2,411 2,703 317 3,402 3,719 -27% 1,805 6,699 8,504 -68%

Purchased electricity and

districtheating 292 2,411 2,703 289 3,384 3,673 -26% 1,805 6,686 8,491 -68%

Electric vehicles 0 0 0 28 18 46 – 0 12 12 –

Scope 2 location-based

(2)

385 2,829 3,214 532 4,001 4,533 -29% 1,259 6,251 7,510 -57%

Scope 3

(2)

1,226 20,190 21,416 2,152 26,665 28,817 -26% 5,018 32,370 37,389 -43%

Purchased goods and

services

(3)(9)

– – 7,764 7 10,950 10,956 -29% 9 13,262 13,271 -41%

Capital goods

(3)(9)

– – 1,792 0 1,168 1,168 53% 0 1,594 1,594 12%

Upstream transportation

anddistribution

(6)

– – – – – – – – – – –

Fuel and energy-related

activities 128 1,355 1,484 183 2,149 2,332 -36% 496 3,110 3,606 -59%

Waste

(4)

190 855 1,045 42 136 178 487% 78 321 399 162%

Business travel 223 2,271 2,494 216 6,372 6,588 -62% 682 6,146 6,829 -63%

Employee commuting

andhomeworking

(5)

684 1,788 2,472 1,705 5,891 7,595 -67% 3,753 7,937 11,691 -79%

Upstream leased assets

(10)

– 4,366 4,366 – – – – – – – –

Downstream transportation

and distribution

(6)

– – – – – – – – – – –

Processing of sold products

(6)

– – – – – – – – – – –

Use of sold products

(6)

– – – – – – – – – – –

End-of-life treatment of

soldproducts

(6)

– – – – – – – – – – –

Downstream leased assets

(6)

– – – – – – – – – – –

Franchises

(6)

– – – – – – – – – – –

Investments

(6)

– – – – – – – – – – –

Total tCO

e 1,816 26,106 27,922 2,754 34,317 37,071 -25% 7,609 43,893 51,503 -46%

Emissions informing

carbon-related investments

(Scope 1, Scope 2 and

selectScope 3)

(8)

941 9,542 10,484 1,001 16,173 17,174 -39% 3,769 20,780 24,549 -57%

Scope 1, 2 and relevant

Scope 3 intensity ratio

perFTE 0.45 1.48 1.23 0.48 1.96 1.66 -26% 1.19 2.19 1.94 -37%

Total intensity ratio per FTE 0.87 4.05 3.28 1.33 4.15 3.59 -9% 2.41 4.63 4.07 -20%

Overall Group energy

consumption (MWh)

(5)

2,305 24,635 26,940 3,301 30,350 33,650 -20% 8,763 33,411 42,174 -36%

FTE (average) 2,080 6,440 8,519 2,073 8,266 10,338 -18% 3,162 9,483 12,645 -33%

1. Reporting period and methodology: FY26 GHG emissions cover the period from

1 July2025 to 30 June 2026. Emissions are calculated in line with the Greenhouse Gas

Protocol Corporate Accounting and Reporting Standard. Hays applies an operational

control approach.

2. Assurance: Selected FY26 GHG emissions metrics have been subject to limited

assurance by ERM Certification and Verification Services Limited ('ERM CVS’).

Furtherdetails of the assurance scope and the Assurance Opinion are available

intheFY26 Assurance Report.

3. Supplier emissions: Supplier spend data was collected for Hays’ four largest operating

regions (UK & Ireland, USA, ANZ and Germany), representing approximately 92% of

total supplier spend. Emissions were extrapolated to represent 100% of supplier

spendwith extrapolation performed at Group level.

4. Waste: Where primary waste data was unavailable, waste emissions were estimated

using available site-level information and appropriate assumptions within the FY26

Greenly methodology.

5. Energy consumption: Total energy consumption includes energy consumed

forheating (natural gas, district heating), power (electricity) and transport

(Companyleased vehicles, expensed mileage claims) across Scopes 1 and 2.

6. As part of the FY26 methodology update, Hays assessed that these Scope 3

categories and concluded that they are not relevant to its business activities.

7. FY25 to FY26 year-on-year differences are largely due to the methodology update

asa result of transitioning from ClimatePartner to Greenly for emissions calculations.

Any additional variance explanations have been listed on page 58.

8. Relevant Scope 3 emissions comprise Scope 3 Category 3 (fuel- and energy-related

activities) and Scope 3 Category 6 (business travel).

9. Emissions for Scope 3 Categories 1 and 2 are presented on a Global basis, including

UK & offshore operations, as the available source data does not permit a robust

allocation between these reporting segments.

10. Previous reporting periods, including the FY20 base year and FY25, did not include

emissions associated with leased vehicles due to data limitations and a different

methodological approach. The FY26 disclosure reflects enhanced data collection

andexpanded boundary coverage and is therefore not directly comparable with

prioryears.

11. The FY20 base-year figures were restated in the FY25 Annual Report to reflect

updated methodologies and data improvements. No further restatement has been

made in FY26 in respect of the current-year methodological updates. Refer to the

FY25 Annual Report for details of the previous restatement.

Hays plc

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57Strategic

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Report

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Statements

Additional

Information

Task Force on Climate-related

Financial Disclosures

This statement contains the Group’s TCFD disclosure in accordance with Financial Conduct

Authority (FCA) requirements for equity-listed UK corporates. The company has provided

responses across the four TCFD pillars, and 11 recommended disclosures, achieving

consistency with the Listing Rules, and aims to advance the maturity of its climate-related

actions and disclosures on an annual basis. We have considered the TCFD Annex and applied

itwhere relevant. This statement is also provided in respect of the Companies Act 2006 and

the requirements of section 414CB (as amended by the Companies Climate-related Financial

Disclosures Regulations 2022).

Pillar 1: Governance

Recommendation 1: Oversight

The Board is responsible for oversight of climate-related risks and

opportunities as part of its broader responsibility for the Group’s

long-term success, strategy and risk management framework.

During FY26, Board oversight of climate-related matters was

supported by the Sustainability Committee and the Audit & Risk

Committee. The Sustainability Committee considered climate-

related reporting, performance and risks and opportunities, while the

Audit & Risk Committee supported the Board through its oversight

of climate-related reporting, assurance, risk management and

internal controls.

Day-to-day responsibility for climate-related matters is delegated to

the Executive Leadership Team (ELT). The CEO has overall executive

accountability for climate-related matters.

Recommendation 2: Assessment

andmanagement

The ELT is responsible for overseeing climate-related matters

andsupporting the Board’s oversight of climate-related risks and

opportunities. Climate-related considerations are integrated, where

relevant, into the Group’s risk management and business planning

processes. The Compliance and ESG function, led by the Director of

Compliance and ESG, is responsible for the identification of climate

related risks, as well as developing and coordinating the Group’s

carbon reduction and risk mitigation initiatives. Sustainability

Committee discussed a range of sustainability matters, including

climate-related risks and opportunities and the associated climate-

related goals and targets.

Recommendation 3: Risks and opportunities

The key climate-related risks and opportunities (R&Os) identified

were those considered to be significant to the development,

financial performance, and financial position and/or prospects

ofHays.

For short-term risks (0-5 years) we focused on energy supply costs,

as this would have the most immediate impact on operations. Future

carbon pricing and investment in renewable energy sources could

lead to higher utility bills, travel costs andrental prices.

Medium-term risks (5-10 years) include those arising from a

transition to a low-carbon economy. Specifically, we looked at

therisk of unrealised fees from missed opportunities in new and

emerging markets, loss of potential candidates and clients (who

prefer to work with recruiters focused on the Green Economy and

which have strong sustainability credentials), and reductions in

market supply for sectors and geographies with high levels of

transition risk, including the fossil fuel sector (<1% of Group fees;

seescenario comparison page 59).

In the medium term, we also considered physical risks to our key

assets. Specifically, we looked at those resulting from an increase in

frequency and intensity of extreme weather events such as cyclones

and floods. We focused on risks to our data centres, as they are a

vital asset with significant impact to business continuity.

No long-term risks (10+ years) were considered to be material to

ourcurrent business strategy and operations. There is significant

uncertainty in assessing the risk impacts in this timeframe, though

management will continue to monitor country or regional economic

disruption brought on by climate events and respond accordingly.

In addition to risks, we identified several key business opportunities.

In the short term, we can develop and scale our service offerings

in low-carbon markets, including jobs in construction retrofit and

infrastructure. We can recruit talent to meet job growth in ESG

andsustainability professions. We also identified short-term

opportunities to reduce energy-related operating costs by focusing

on strategies to reduce office energy use and business travel.

In the short and medium term, we identified an opportunity to

attractand retain talent (and to mitigate future carbon pricing) by

committing to SBTi GHG reduction targets, and setting an ultimate

ambition to achieve Net Zero.

We stress tested the resilience of our R&Os strategy under two

different climate scenarios: a ‘1.5°C scenario with a disorderly

transition’ and a ‘3+°C scenario with a failure to transition’.

Ourscenario analysis was based on the Network for Greening

theFinancial System’s (NGFS) climate framework.

We used the NGFS climate scenarios to stress test key climate-

related risks and opportunities. These are developed to show

a range of higher and low-risk outcomes, using integrated

assessment modelling, and exploring the interrelationships

betweenphysical and transition risks.

We chose a 1.5°C climate scenario (Divergent Net Zero) to stress test

our transition R&Os. Indications are that key drivers such as high

carbon pricing and strong policy reaction (towards a low-carbon

economy) will most likely result in strong job growth in low-carbon

and ESG and sustainability professions.

For physical risks, we selected a 3+°C climate scenario (Current

Policies). The projected financial impact from increased cyclonic

weather events is low (4.5% average for all locations). In addition,

theimpact on Hays’ infrastructure of an increased risk from inland

flooding is low.

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58 Strategic

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Recommendation 4: Impact of climate-related

risks on our business and strategy

Our governance structure as detailed in Pillar 1 ensures that

climate-related risks are considered in our business planning,

forecasts and risk reviews, along with the associated

financialimplications.

In preparing the Consolidated Financial Statements, the Directors

have considered the impact of climate change on the Group

andhave concluded that there is currently no material impact

onfinancial reporting judgements and estimates (as discussed in

note 3 to the Consolidated Financial Statements). With the current

assessments, climate-related risks are not expected to have a

material impact on the long-term viability of the Group. The Directors

do not consider there to be a material impact on the carrying value

of goodwill or other intangibles or on property, plant and equipment.

Materiality is defined in relation to the realised or anticipated

financial impact, in both percentage terms and actual threshold

values, as per our risk management practices.

Within our risk management process, climate risk has been

considered and monitored. It has not been deemed material and is

therefore not considered to be a principal risk.

The major strategic implications for our business can be summarised

by reference to the major scenarios described as follows:

Highest physical risks,

low transition risks

Under the Current Policies scenario,

only policies that are already in force

are assumed to remain in place. As

aresult, this scenario presents the

highest level of physical climate risk

across all NGFS scenarios. Global

emissions continue to rise until

around 2080, leading to about 3°C

ofwarming and increasing the

frequency and severity of climate

andweather-related impacts.

Theseinclude permanent

changessuch as rising sea levels.

Key considerations include:

• The need to prepare for

increasingly severe weather

events, such as cyclones

andflooding, which could

disruptdatacentres and

affectbusinessoperations,

includingrevenue generation.

• Potential global and regional

economic disruption caused

byimpacts on industries

whosesupply chains are

concentrated inareas exposed

tosignificantclimate risk.

General risks and

opportunities

These risks and opportunities are not

tied to any specific climate scenario

and may arise regardless of the pace

or direction of the transition. They

include factors such as energy

costs,technological developments,

environmental regulation, and

broader market changes. In

addition,voluntary climate action

bybusinesses and the continuing

effects of global warming can

createboth transition and physical

climate-related risks, irrespective

ofpolicy ambition.

Key considerations include:

• Rising extraction and production

costs for non-renewable energy

sources may increase operating

expenses, including utility and

property-related costs.

• Increased extraction and

production costs for non-

renewable energy sources results

in less job growth in the fossil fuel

sector, leading to portfolio revenue

exposures inthese industries.

• The need to adapt core services

tocapitalise on opportunities in

low-carbon and sustainability-

focused markets, driven by factors

such as technological innovation,

environmental regulation, resource

constraints, and changing

clientpreferences.

• Opportunities to develop and

scalenew services that help clients

respond to evolving sustainability

and market requirements.

• Ability to attract and retain talent.

Highest transition risks,

lowest physical risks

Divergent Net Zero reaches Net Zero

by 2050, but with high transition risks

due to divergent policies introduced

across sectors and a quicker

phase-out of fossil fuels. Emissions

are in line with a climate goal giving at

least a 50% chance of limiting global

warming to below 1.5°C by the end of

the century.

Key considerations include:

• Disruption in sectors and

geographies with high levels

oftransition risk (e.g. fossil

fuels),leading to higher portfolio

revenue exposure and job losses.

• Increased competition for market

share in emerging low-carbon and

sustainability-focused markets,

which may affect client demand

and increase the costs associated

with bidding for and securing new

business opportunities.

• Increased costs associated with

carbon pricing and emissions

management, including the

purchase of certified carbon offsets.

Current Policies (3+°C) Both scenarios Divergent Net Zero (1.5°C)

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Task Force on Climate related Financial Disclosures continued

Risk and Opportunity (R&O) scenario summary

Risk (Timeframe) Current Policies (3+°C) Divergent Net Zero (1.5°C)

R1. Energy supply costs (0-5 years)

Increase in utility costs and rental

prices as a result of higher

energyprices.

Minimal impact

Carbon pricing remains low and investment costs

for renewable energy are limited, resulting in only

modest increases in energy costs. Utility costs may

still rise due to non-climate-related factors, such as

higher energy production costs.

Low impact (£1.0 million annual profit)

Energy prices increase due to carbon pricing and

higher investment associated with renewable

energy, but are partially mitigated by energy

andGHG reduction targets and strategies.

R2. Changes in market supply (5-10 years)

Portfolio revenue exposure

and job losses to sectors and

geographies with high levels

of transition risk (e.g. fossil

fuel sector).

Minimal impact

Policy reaction remains low, resulting in minimal

negative impact to jobs associated with fossil fuels

or other high-carbon industries. Non-climate-

related drivers (resource scarcity, technology

advancements, etc.) may still drive change in

market supply.

Low impact (<1% of annual net fees)

High policy reaction results in a shift in market

supply away from jobs supporting carbon-

intensive industries such as those related to

fossilfuel extraction and production, or other

high-carbon industries.

R3. Changes in market demand (5-10 years)

Loss of market share of new,

emerging low-carbon and

sustainability markets results in a

reduction in client numbers and/

or increased costs associated

withbidding.

Minimal impact

Limited policy intervention results in slower growth

of low-carbon and sustainability-focused markets,

reducing the impact on client demand and bidding

activity. Non-climate-related factors, including

technological innovation, resource scarcity and

changing stakeholder expectations, may still

influence market demand.

Medium impact (1% of annual net fees)

Increased policy intervention drives a shift

inmarket demand towards low-carbon and

sustainability-focused sectors. Capturing

theseopportunities may require investment

innew capabilities and service offerings to

remaincompetitive.

R4. Changes in behaviour (5-10 years)

Loss of market share/earnings

and ability to attract and retain

employees (talent).

Minimal impact

Limited policy intervention results in a gradual

shiftin client and workforce preferences

towardsorganisations with stronger

sustainabilitycredentials.

Low impact (0.5% of annual net fees)

Client and employee preferences increasingly

favour organisations with stronger sustainability

credentials, resulting in modest impacts on

market share and talent attraction.

R5. Corporate GHG emissions (5-10 years)

Carbon fees for GHG inventory,

including costs for additional

purchasing of certified

carbon offsets.

Minimal impact

Limited policy intervention results in low carbon

pricing and minimal additional emissions-related

regulation. Costs associated with carbon offsets

remain relatively low, while GHG reduction

measures continue to provide cost savings.

Low impact (<£2.5 million annual profit)

Stronger policy intervention results in higher

carbon pricing and emissions-related regulation,

increasing the cost of managing GHG emissions

and purchasing certified carbon offsets.

R6. Extreme weather events (5-10 years)

Extreme weather events (cyclones

and flooding) disrupt data centres,

impacting business operations,

including fee generation.

Low impact

Increased exposure to flooding and severe

weather events may result in occasional disruption

to infrastructure and operations. However, impacts

within the 5 to 10-year timeframe are expected to

remain limited and manageable.

Minimal impact

Exposure to flooding and severe weather

eventsmay still result in occasional disruption

toinfrastructure and operations. However, due

tolower physical climate risks, impacts within

the5 to 10-year timeframe are expected to

remainminimal and manageable.

Key

Agreed impact ranges

Minimal: no significant

financialimpact

Low: <1% annual net fees

(<£10 million) | <£2.5 million

annual profit

Med: 1%-4% annual net fees

(£10-20 million) | £2.5-10 million

annual profit

High: +4% annual net fees

(+£40 million) | >£10 million

annual profit

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Opportunity

(Timeframe) Current Policies (3+°C) Divergent Net Zero (1.5°C)

O1. Develop and scale services into low-carbon markets (0-5 years)

Secure talent to deliver projects

via the growth of sustainability-

related roles and focus, e.g.

sustainability, expansion into

newand emerging sectors,

clean-tech, green finance, etc.

Minimal impact

Limited policy intervention results in slower growth

of sustainability-related roles and low-carbon

markets. However, opportunities may still emerge

through technological innovation and broader

market developments.

High impact (>4% of annual net fees)

Accelerated decarbonisation drives strong

growth in low-carbon markets, creating significant

opportunities to secure specialist talent and

support clients in emerging sectors.

O2. Commitment to GHG reduction targets and a Net Zero ambition (5-10 years)

1. Improved competitive

position toattract and

retaina motivated workforce.

2. Reduced risk of energy and

carbon pricing and future

reporting mandates.

Minimal impact

Policy intervention remains limited, resulting

inlower carbon pricing and fewer additional

reporting requirements. While sustainability

credentials may provide some benefit in attracting

and retaining talent and managing energy-related

costs, the associated opportunities are expected

to remain modest.

Medium impact (1-2% of annual net fees)

Strong policy intervention and fast growth in the

clean-tech sector increase demand for talent

supporting the low-carbon transition. GHG

reduction targets and Net Zero commitments

strengthen the ability to attract and retain

colleagues while reducing exposure to

futurecarbon and reporting costs.

O3. Reduce business travel (0-5 years)

Reduce GHG emissions and

operating costs associated

withHays’ business travel.

Minimal impact

Policy intervention remains limited, reducing

theimpact of carbon pricing on business travel.

However, reduced travel continues to deliver

costsavings while supporting GHG emissions

reduction objectives.

Low impact (<2.5% million profit)

Increased carbon pricing and higher business

travel costs enhance the benefits of reducing

business travel. Lower travel activity helps to

reduce operating costs, limit GHG emissions

andmitigate exposure to future carbon pricing.

O4. Reduce energy use in office spaces (0-5 years)

Reduce costs and emissions

associated with office

energy consumption.

Minimal impact

Limited policy intervention results in relatively low

carbon pricing and regulatory costs. Reducing

office energy use helps mitigate energy cost

increases driven by broader market factors

whilesupporting emissions reduction goals.

Low impact (<2.5% million profit)

Increased carbon pricing and stricter energy

efficiency requirements strengthen the benefits

of reducing office energy consumption. A smaller

office footprint helps lower operating costs,

reduce emissions and limit exposure to rising

energy and carbon-related costs.

Recommendation 5: Resilience of our strategy

In response to the identified transition R&Os, the Group continues to

consider and address recruitment practices focused on sustainability

and ESG-type roles to support the talent needed for low-carbon

and sustainability job growth.

We are committed to SBTs and carbon reduction measures to

reduce our exposure to future carbon pricing and energy costs.

Aspart of our reduction planning, we have three main areas of focus:

(i) engagement of landlords and suppliers, (ii) business travel and

fleet, and (iii) electricity and heating.

To help mitigate physical risks to our data centres, we have

progressed transitioning to cloud-based hosting. This has

increasedgeographical diversity of data storage and backup,

reducing our reliance on any one specific data centre location

(seeR&O response summary).

The spread of our office footprint, the fact that our offices are

rented, and the ability of our people to work remotely, provides

resilience within our operations.

Pillar 3: Risk management

Recommendation 6: Process for identifying risks

In FY26, Hays commenced a DMA refresh to update our assessment

of the environmental, social and governance impacts, risks and

opportunities most relevant to the business, its stakeholders

andlong-term value creation. This is due to be finalised in FY27.

Theassessment considers both impact materiality and financial

materiality and will provide an updated view of sustainability-related

matters across the business. As the assessment was commenced

during FY26, its outcomes have not materially changed the

climate-related risks and opportunities reported this year, but will

beused to support future enhancements to Hays’ sustainability

reporting, risk management and strategic planning processes.

Recommendation 7: Process for managing risks

Management recognises that climate change may give rise to

financial, operational, regulatory and reputational risks over the

short, medium and long term. Accordingly, climate-related risks

continue to be monitored through the Group’s risk management

processes and are reviewed periodically as part of our broader

sustainability and enterprise risk assessments.

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61Strategic

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Task Force on Climate related Financial Disclosures continued

Risk (Timeframe) Response strategy and FY26 actions

Link to risks/

opportunities

R1. Energy supply costs (0-5 years)

Increase in utility costs and

rentalprices as a result of

higher energy prices.

Having set our public commitments, we continue to target emission reductions

andworking with our external consultants Greenly. We have a Carbon Reduction

Plan which we update and publish annually on our corporate website.

We have continued to address energy costs and GHG emissions through

targeted efficiency programmes, including replacing conventional PCs with

more energy-efficient laptops, engaging landlords and favouring energy-

efficient buildings and equipment. Energy cost savings are also part of our focus

on reducing office space and introducing new ways of working. We are also

transitioning to renewable energy sources which helps to protect us from fossil

fuel price volatilities and increases in relation to both climate and security issues.

O2. Commitment

to GHG reduction

targets and a

NetZero ambition

O4. Reduce energy

use in office spaces

R2. Changes in market supply (5-10 years)

Portfolio revenue exposure

and job losses to sectors and

geographies with high levels

of transition risk (e.g. fossil

fuel sector).

Through the Momentum strategy, Hays is diversifying its sector and specialism

mix by investing in areas of long-term growth, including technology, digital and

sustainability-related markets. This helps reduce exposure to sectors facing

higher transition risk and supports portfolio resilience as the economy

transitionstowards lower-carbon activities.

O1. Develop and

scale services

intolow-carbon

markets

R3. Changes in market demand (5-10 years)

Loss of market share of new,

emerging low-carbon and

sustainability markets results

in areduction in client numbers

and/or increased costs associated

with bidding.

With clients seeing opportunities as well as having to respond to legislative

requirements, we experience clients taking ever greater interest in our own

climate strategy and performance. We are recognised as having a good

practiceapproach to climate.

O1. Develop and

scale services

intolow-carbon

markets

O2. Commitment

to GHG reduction

targets and a

NetZero ambition

Recommendation 8: Integrating

climate-related risks

Top climate-related risks are reviewed by senior management to

inform the risk management process.

Outputs from this risk assessment are shared with the ELT, Board and

Audit & Risk Committee on an annual basis. The ELT, which is

responsible for managing overall Group risks, then determines how

the specific risks identified should be managed.

This process allows the Group to determine the relative significance

of climate-related risks within the overall risk management process.

Hays’ risk governance and management processes are detailed

within the Principal risks section of the Annual Report and Accounts.

Pillar 4: Metrics and targets.

Recommendation 9: Metrics to assess risks

and opportunities

Our internal metrics and targets help us measure and manage

financial risk associated with potential future carbon-related R&Os.

We publish Scope 1, 2 and 3 emissions in the Sustainability section

ofour Annual Report and Accounts, including year-on-year and

base year comparisons (more information on page 57).

Recommendation 10: Targets used to

managerisks and opportunities

We have committed to:

• 50% reduction in absolute Scope 3 emissions from purchased

goods and services and capital goods by 2030 against a 2020

baseline, as approved by the SBTi in line with a 1.5°C trajectory

• Transition to 100% renewable energy in all offices where there

isafeasible market solution for electricity supply.

As our governance structure integrates climate into our business

planning, forecasting, strategy and risk reviews, other internal

objectives and targets exist, such as growing net fees in relation

to our role in growing the Green Economy, and the reduction of

our overall office footprint.

Recommendation 11: Disclosure of

GHGemissions

We are committed to GHG reporting, and disclose our

footprintacross Scope 1, 2 and relevant Scope 3 emissions.

Wecontinue to pursue good practice and subject our reporting

to Limited Assurance.

Our GHG reporting enables us to understand the impact of our

reduction initiatives and informs us where we should focus most

to have the biggest impact.

We keep pace with climate-related impacts, developments and

external metrics which act as key drivers for climate-related R&Os.

These include future possible carbon pricing mechanisms,

changesin policy ambition for climate change mitigation, growth

in sustainability-related jobs, and changes in the frequency and

intensity of regional extreme weather events such as cyclonic

stormsand flooding.

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Risk (Timeframe)

continued Response strategy and FY26 actions

Link to risks/

opportunities

R4. Changes in behaviour (5-10 years)

Loss of market share/earnings

and ability to attract and

retaincolleagues.

We continue to communicate our climate strategy and progress to both

externaland internal stakeholders. We publish progress in our Annual Report. We

continue to participate in CDP Climate and again in FY26 achieved the ‘B’ ranking.

O1. Develop and

scale services

intolow-carbon

markets

O2. Commitment

to GHG reduction

targets and a

NetZero ambition

R5. Corporate GHG emissions (5-10 years)

Carbon fees for GHG inventory,

including costs for additional

purchasing of certified

carbon offsets.

We continue to monitor progress against our science-based targets and focus

on emissions reductions as the primary means of managing exposure to carbon

fees and offset costs. Actions are focused on reducing emissions across Scope 1,

Scope 2 and relevant Scope 3 categories, supported by enhanced climate data

management and reporting processes.

O2. Commitment

to GHG reduction

targets and a

NetZero ambition

R6. Extreme weather events (5-10 years)

Extreme weather events (cyclones

and flooding) disrupt data centres,

impacting business operations,

including fee generation.

The risk to our operations is mitigated by the spread and rented nature of

our office footprint and with the continuation of our people being able to

work remotely. In relation to our data centres, we continue our transition

to cloud-based hosting, which brings an increased geographical diversity

ofdatastorage and backup. Our Technology transformation programme, is

driving greater unity of our operating systems and will help further mitigate

localised risks.

R4. Changes

in behaviour

Opportunity

(Timeframe) Response strategy and FY25 actions

Link to risks/

opportunities

O1. Develop and scale services into low-carbon markets (0-5 years)

Secure talent to deliver projects

via the growth of sustainability-

related roles and focus, eg in

sustainability, expansion into new

and emerging sectors, clean-tech,

green finance, etc.

Our specific focus on sustainability-related roles and ESG-related roles

is primarily through our ‘Green Labs’ network, which continues to grow

after being established in FY22. After an initial focus on sectors such as

engineering and construction & property, we are seeing it expand in

sectors such as finance and banking.

R2. Changes in

market supply

R3. Changes in

market demand

R4. Changes

in behaviour

O2. Commitment to GHG reduction targets and a Net Zero ambition (5-10 years)

1. Improve competitive

position toattract and

retaina motivated workforce.

2. Reduced risk of energy

andcarbon pricing and

futurereporting mandates.

Having set our public commitments and science-based targets, we continue to

target emission reductions and working with our external consultants Greenly.

We communicate progress to our people as part of our engagement activities

with colleagues. This year we again ran internal and external communications

inconjunction with COP and the April Earth Day.

R1. Energy

supply costs

R5. Corporate

GHG emissions

O3. Reduce business travel (0-5 years)

Reduce GHG emissions and

operating costs associated

with Hays’ business travel.

This year, we also continued to enable remote and virtualworking. R5. Corporate

GHG emissions

R4. Changes

in behaviour

O4. Reduce energy use in office spaces (0-5 years)

Reduce costs and emissions

associated with office

energy consumption.

We have continued to address energy costs and GHG emissions through

targeted efficiency programmes, including replacing conventional PCs with

more energy-efficient laptops (with up to 65% energy savings), engaging

landlords and favouring energy-efficient buildings and energy-efficient

equipment for our offices. Energy cost savings are also part of our focus

on reducing office space by moving to new ways of working.

R1. Energy

supply costs

R5. Corporate

GHG emissions

R4. Changes

in behaviour

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Principal risks

Managing risks to achieve our

strategicpriorities

Effective risk management is fundamental to the delivery of our

strategy and the creation of long-term sustainable value. Hays

operates across multiple geographies, sectors and regulatory

environments, and is exposed to a broad range of external

andinternal risks that could affect the achievement of our

strategicobjectives.

Our enterprise risk management framework provides a structured

and consistent approach to identifying, assessing, managing

andmonitoring risk across the Group. The framework supports

informed decision making, promotes accountability and helps

ensure appropriate consideration of risk and opportunity in strategic,

operational and investment decisions. During the year, the Board

and Executive Leadership Team (ELT) continued to oversee the

effectiveness of the Group’s risk management and internal control

processes, with regular reviews of the Group’s risk profile and

mitigating actions.

In FY26, we refreshed our principal risks as part of the wider

Momentum strategy review. This included both a top-down

assessment of strategic and emerging risks and a bottom-up review

of risks identified across our countries and regions. Risk insights

developed during the strategy refresh were incorporated into the

process, helping to ensure that our principal risks remain aligned

with the Group’s strategic priorities and operating environment,

including the need for sharper and proactive focus as AI is accelerating

changes in the world of work. Following this review, the Board

concluded that the Group’s principal risks continue to provide an

appropriate reflection of the most significant risks facing the business.

The Board has overall responsibility for the Group’s risk

management framework, supported by the Audit & Risk Committee,

which monitors the effectiveness of risk management and internal

control systems throughout the year. Risk ownership is assigned

tomembers of the ELT, who are responsible for implementing

mitigation activities and monitoring risk indicators. The Group

RiskCommittee supports ongoing oversight, while Internal

Auditprovides independent assurance on the effectiveness

ofkeycontrols and risk management processes.

Our principal risks are regularly reviewed to reflect changes

inmarket conditions, geopolitical developments, technological

advancements, regulatory requirements and strategic priorities.

During FY26, particular consideration was given to the impact of

macroeconomic uncertainty, business transformation activities,

technological disruption, cybersecurity, data protection and the

evolving regulatory landscape for AI. Consideration was also given to

certain risks being interconnected, which could compound the

potential impact on the business. This process helps ensure that

Hays remains resilient, adapts effectively to a changing environment

and is well positioned to deliver the objectives of the Momentum

strategy.

Material controls

The Audit & Risk Committee supported the Board in its oversight of

the Group’s risk management and internal control framework during

the year. The Committee received regular updates on the design,

implementation and enhancement of key controls across the

business and monitored management’s progress in strengthening

the overall control environment.

As part of the Group’s preparations for compliance with Provision 29

of the UK Corporate Governance Code 2024, management has

undertaken a structured programme to identify the Group’s material

controls, enhance the supporting risk and control framework, and

establish a proportionate approach to assurance. This work has

included the documentation and assessment of key financial,

operational, compliance and reporting risks and controls across

theGroup. The Three Lines of Defence model is well established

formaterial financial controls and a similar standard is still being

developed for material non-financial controls, for example in relation

to cybersecurity, AI governance and Data Privacy management.

During FY26, management completed an initial assessment of the

design and operating effectiveness of priority material controls and

identified areas where further enhancements would strengthen the

control environment. The Committee reviewed progress throughout

the year and considered the outcomes of management testing

andassurance activities. The findings are being used to support

ongoing control improvements and to prepare for the Board’s

futuredeclaration on the effectiveness of material controls under

Provision 29. Work to further embed and mature the material

controls framework will continue during FY27, which is the first

reporting period in which Provision 29 applies for Hays. The Board

will report on the effectiveness of the Group’s material controls at

the balance sheet date in accordance with the requirements of

theUK Corporate Governance Code.

Emerging risks

Emerging risks are monitored as part of the Group’s ongoing risk

management processes and strategic planning activities. These are

risks that could have a significant future impact on the Group but

where the nature, scale, timing or likelihood of occurrence remains

uncertain. Management and the Board regularly review emerging

risks and opportunities to ensure that appropriate oversight and

mitigating actions are in place. Where relevant, emerging risks are

incorporated within existing principal risks and may, over time, be

elevated to principal risk status if they become sufficiently material

to the Group.

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Additional

Information

Description

Category and

trend Mitigation

A. Macroeconomic/cyclical business exposure

The Group continues to operate in a highly uncertain

geopolitical environment with a low overall level of

global economic growth.

Since Russia’s invasion of Ukraine over four years ago,

we have seen a series of geopolitical events which have

significantly impacted economic growth, inflation, and

business and consumer confidence.

The recent US/Iran war has created further instability.

Specifically, the restrictions imposed on the shipping

and trading of oil and gas have given rise to significant

inflationary and supply chain risks for the global

economy. We have already seen an unprecedented

spike in oil prices and an associated inflationary impact

on raw materials, food and goods. A further sustained

disruption to oil supply would greatly increase the risk

ofa global recession.

We have seen in our forward indicators a reduction in

Permanent job flow and an increase in time to hire in

some parts of the world, and we expect the ongoing

uncertainty to impact Permanent demand going

forwards. We anticipate Temporary & Contracting

demand will remain more resilient, but not immune

tothe disruption.

Financial The Hays cost base is c.75% people related and thus is ultimately

highly variable and can be flexed to accommodate economic

changes – as evidenced in 2008-2010, through the Covid

pandemic and again in FY24-26 as we have taken significant

costaction to protect the Group’s profitability during a period

ofnet fee decline. Churn amongst the consultant population

facilitates some cost base adjustment.

The business model incorporates an element of variability through

the structure of the reward/commission framework. Around 10%

to 15% of gross fees are paid in staff commissions, and therefore

any decline in revenue will to an extent be cushioned by a decline

in the variable cost base.

As part of our Momentum strategy, we have set out an ambitious

structural cost reduction plan focused on the non-consultant

costbase in order to improve underlying profitability and leverage.

This is focused on improving operational cost structures (notably in

operational management layers) as well as middle-and back-office

cost structures, through a fundamental reassessment of our

operational model design.

In addition, we have a significant capex investment programme

through the Hays Digital Platform that is designed to address

automation and processing through the end-to-end cycle, which

incorporates integrated systems and embedded AI into workflows.

We see these restructures and investments as ‘no regrets’ given

the cost savings and scaling opportunities, but they also provide

important cost protection in the event of a further sustained

market slowdown.

Our country rationalisation as part of our Momentum strategy will

further streamline our cost structures and reduce the burden of

change agenda.

Bottom up

Business and

operationaland

emergingrisks

Top down

Group strategic

andemerging risks

First line of

defence:

• Operational

management

controls

• Policies and

procedures

• Financial

reporting manual

• Internal control

policies

Ownership and

management

Monitoring

and oversight

Independent

assurance

Second line of

defence:

• Financial control

• Security

• Risk management

• KPIs

• Compliance and

support functions

Third line of

defence:

• Internal audit

• External advisers

• Regulatory reviews

Three Lines of Defence

Governance of principal risks

Board and Audit & Risk Committee

Risk Management Policy and Standards

The following table provides an overview of the Group’s principal risks and the way we

managethem.

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Risk trend

Increasing Decreasing No change

Description

Category and

trend Mitigation

B. Business model

The Group operates in a competitive market that is

being reshaped by technology and changing client

behaviour. The growing use of digital talent platforms

and online marketplaces, which connect clients and

candidates directly, has the potential to disintermediate

the traditional agency model, particularly for higher-

volume and more junior roles. At the same time,

advances in AI are automating elements of the

recruitment process.

These structural shifts are compounded by changing

client behaviour. In house talent acquisition teams are

more technology-enabled than ever, which may reduce

their reliance on recruitment agencies, particularly in

Permanent recruitment. Competitors are also investing

heavily in technology and data. Together, these

dynamics could place sustained pressure on fee rates

and margins and, if the Group does not continue to

evolve its proposition in response, this could adversely

affect its competitive position, net fees and profitability.

Operational

Financial

Strategic

Client research underpinning our strategy confirms enduring

demand for expert, human-led recruitment: clients wish to retain

human judgement and relationships while using technology to

connect hiring seamlessly into their wider processes.

Building on this, we are concentrating on a focused set of global

specialisms and on high-skilled, supply-short professional roles,

where clients value quality and speed and which are less exposed

to automation than the higher-volume, more junior roles where

these pressures are most acute. In each of our chosen markets we

aim to achieve market leadership, which delivers stronger margins

and more resilient performance, strengthening our competitive

position and defending against margin pressure. We are also

growing the share of Temporary & Contracting work, which is

lesscyclical and more resilient than Permanent recruitment,

andwe continue to diversify beyond recruitment into Solutions

(Managed Service Provision and Recruitment Process

Outsourcing) and Services (Statement of Work).

We continue to invest in our proprietary data and technology,

including market-leading search & match capabilities that draw on

our candidate database to identify the highest-quality candidates

quickly – strengthening, rather than displacing, the role of our

consultants. Our Hays Digital Platform will introduce highly

automated, lower-cost solutions across the pay-bill cycle, allowing

us to participate in more automated, lower-cost segments of the

market. We also monitor a range of leading and lagging indicators

of disintermediation and AI-driven automation, enabling us to

adapt our proposition as the market evolves.

Principal risks continued

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Description

Category and

trend Mitigation

C. Talent

The Group is reliant on its ability to attract, train,

develop, engage and retain sufficient, high-quality and

diverse talent to deliver the business it has today and

fulfil the long-term strategic growth plans of tomorrow.

In recent years, there has been increased competition

for talent in the market and Hays’ strategy continues

tobe, wherever possible, to grow and nurture talent

internally into senior roles, supported by appointments

of external experienced professionals where appropriate.

At the same time, the pressure on retaining top talent

has also increased as market conditions continue to be

challenging and levels of required business change

remain high.

In order to attract and retain talent in both fee-earning

roles and key areas of transformation, we require a

renewed focus on competitive remuneration, flexible

working, learning and career development, and

succession planning; underpinned by a positive,

performance-focused and inclusive culture, which

isledby first-rate leaders.

People

Financial

Following an in-depth culture audit, Hays’ values and leadership

framework have been refreshed and rolled out internally. To help

embed the new Valued Behaviours and leadership framework, our

top 700 leaders completed an externally facilitated management

programme, Leading Better Together.

A more consistent and structured performance management

approach, Being my Best, was launched during FY26, supported

by an increased focus on everyday feedback. To drive further

adoption, a new global platform for goal setting, feedback and

twice-yearly appraisals went live at the start of FY27.

Hays remains committed to diversity, equity and inclusion (DE&I),

sustainability, colleague well-being, flexibility and corporate social

responsibility, with clear global and regional DE&I objectives

andaction plans set. As well as being the right thing to do, this

approach is important to the attraction and retention of top

talentand remains a key priority.

The Group’s standard employment contracts include notice

periods and non-solicitation provisions in the event of an

employee leaving.

Regarding remuneration, an initial review of remuneration

principles and practices, including fixed and variable pay, has

beencompleted. High-level pay principles have been agreed

bythe ELT,supporting a more aligned approach to annual pay

reviews globally. Changes are also being made to the Performance

Share Plan (PSP) to improve competitiveness and align it more

closely with standard long-term incentive designs for senior

leaders. Forthe wider workforce, a special one-off share award

has been approved by the Board for FY27 to support retention and

engagement during a period of significant change. Work will

continue through FY27 on fixed and variable pay planning to

ensure that we are competitive and performance-led.

Succession plans identify future potential leaders and highlight

gaps, producing tailored development plans to harness and

cultivate talent. A key action has been strengthening globally

connected succession plans, aligned to the refreshed leadership

framework, with the top 30 commercial leaders benefiting from

external assessment to support individual development and

succession planning. We will continue to recruit high-potential

talent externally, whilst accelerating the development of high-

potential colleagues internally. As part of the refreshed business

strategy, there will be greater focus and investment into colleague

development and career pathways through the Hays Academy,

supported by compelling reward frameworks.

Risk trend

Increasing Decreasing No change

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Description

Category and

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D. Regulatory/compliance

The Group operates in multiple countries, with

eachoperating its own legislative and regulative

environments, compliance requirements and tax

rules,especially for temporary workers, with any

non-compliance increasing the Group’s exposure

topotential legal, financial and reputational risk.

Legal

Financial

Reputational

Candidate compliance

Compliance and monitoring processes are tailored to specific

specialisms, ensuring additional focus is given to higher-risk

specialisms such as Education in the UK, Construction & Property

in Australia, and specialist corporate contracts for Solutions clients.

Employees receive training in regard to the operating standards

applicable to their role, with additional support provided by

compliance functions, regional legal teams and, where

necessary,external advisers.

In territories where legislation sets out additional compliance

requirements, specialists are also employed. In addition, dedicated

compliance auditors conduct sample checks to ensure that the

appropriate candidate vetting checks and due diligence obligations

are carried out in line with legal and contractual requirements.

Corporate ethics and compliance and

dataprotection

Corporate ethics and compliance and data protection are

represented at the Group’s Board-level Audit & Risk Committee

and Sustainability Committee, and at the Group’s Executive-level

Group Risk Committee.

The risk of non-compliance is mitigated by dedicated teams, led

by the Group Compliance Officer and the Group Data Protection

Officer, whose role is to implement a programme designed to

prevent, detect and remediate non-compliance with laws and

regulations, and advise the Board and ELT on corporate ethics

andcompliance and data protection matters.

The programme is supported by a suite of Group policies,

including our Code of Ethics and Conduct, Supplier Code of

Conduct and Raising Concerns at Work Policy, which provides

access to multiple channels for colleagues to raise their concerns.

Insurance

The Group holds all standard business insurance cover,

includingemployers’ liability, public liability and professional

indemnity insurance.

Principal risks continued

Risk trend

Increasing Decreasing No change

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Description

Category and

trend Mitigation

E. Reliance on technology

Our dependence on technology in our day-to-day

business, which includes the delivery of IT efficiency

and infrastructure transformation programmes, means

that system failures/outages, for example, due to

technical issues, carry an ever-increasing probability

and a potentially significant impact on our operations

and ourability to deliver our services.

Were such system issues to continue for a number

ofdays, they could adversely affect both our financial

performance and our reputation, including through the

unavailability, loss or theft of personal or commercially

confidential data following a cyber attack.

Operational

Financial

Reputational

As we use cloud services and third-party support providers, we

manage the associated exposure through robust due diligence on

ITpartners and software products, supplier risk management, and

strengthened procurement controls, including consolidation and

closer oversight of our supplier base.

Our systems are housed across multiple data centres and in the

cloud, with disaster-recovery sites in geographically separate

locations that are intrinsically linked to our business continuity

plans, which are maintained and regularly tested. Asset life-cycle

management programmes mitigate the risk of hardware and

software obsolescence, so that we can continue to operate

anddeliver our services in the event of a system failure/outage

orcyber incident.

Description

Category and

trend Mitigation

F. Cybersecurity

The threat of a cyber attack continues to increase in

both sophistication and volume, with AI beginning to

accelerate the cybersecurity threat landscape, and

globally we continue to see phishing attacks, social

engineering and malicious code reportedly being

added to software products, which could prove to be

anentry point for an attack. In addition, as the business

utilises cloud services and third-party support providers,

the risk in this area is heightened.

Operational

Financial

Reputational

Technology resilience and information security are managed

through a combination of disciplined transformation delivery,

layered cyber defences and robust business continuity planning.

We maintain dedicated information-security teams, led by our

Chief Information Security Officer and supported by enhanced

security operations capability delivered in collaboration with our

strategic technology partner, providing continuous monitoring,

threat detection and response. Our defences include up-to-date

anti-malware and layered controls across our networks,

applications and endpoints, with regular independent

testingofthese environments.

As we further mature our productivity and security tooling,

wecontinue to strengthen our network boundary and access

controls. Given the volume and sophistication of phishing,

social-engineering and software supply-chain attacks, we

reinforce these technical controls with ongoing colleague

awareness and training, and with secure-by-design practices

forthe software and code that we deploy.

Risk trend

Increasing Decreasing No change

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Description

Category and

trend Mitigation

G. Artificial intelligence (AI)

The global regulatory landscape for AI is developing

rapidly and inconsistently across the jurisdictions in

which we operate.

As a global recruitment business, our use of AI falls

squarely within an area that regulators consistently

classify as high-risk, given its potential to affect

individuals’ access to employment. The complexity

andfragmentation of these requirements creates

aheightened risk that we could misinterpret our

obligations or deploy AI tools, whether developed

in-house or procured from third parties, in a way that

isnon-compliant. Such a failure could expose Hays

toenforcement action, fines, civil claims, candidate

andclient mistrust, and damage to our reputation

andbrand.

Legal

Financial

Reputational

We have established an AI governance framework, underpinned

by a Group AI Policy, which sets out the principles and approval

requirements governing the development, procurement and

deployment of AI across the business.

Material AI use cases are reviewed by our Director of Data

Protection and AI Governance, supported by cross-functional

expertise spanning Legal, Risk, Technology and the business. We

undertake risk and impact assessments, including data protection

impact assessments, and we embed human oversight so that AI

supports rather than autonomously makes decisions affecting

candidates. Third-party AI tools are subject to due diligence to

assess their compliance, transparency and bias controls, and we

monitor the evolving regulatory landscape across our key markets

to inform changes to our policies and operations.

We continue to strengthen this framework as the EU AI Act and

other high-risk AI obligations take effect, including by maintaining

a risk-classified inventory of our AI systems, rolling out targeted

governance and compliance training, implementing bias testing

and fairness assessments (and, where required, independent

audits) of recruitment-related AI tools, enhancing transparency

inhow we communicate the use of AI to candidates, and

providingperiodic assurance and reporting to the Board

orrelevant Committee.

Description

Category and

trend Mitigation

H. Data protection/privacy

The business works with high volumes of confidential

and personal data in all Hays countries under a variety

of laws and regulations. Failure to collect, process, store

and transmit this data on a compliant basis could result

in a data incident and could expose the Group to legal,

financial and reputational risks in the form of regulatory

enforcement and loss of business.

There are significant overlaps between data protection

law and AI governance, adding further complexity

totheappropriate use of personal data, particularly

inthe areas of transparency, explainability and

purposelimitation.

Legal

Financial

Reputational

The Director of Data Protection and AI Governance, together with

the Chief Information Security Officer, provide dedicated oversight

of this risk, maintaining continuous improvement programmes that

cover all aspects of effective data protection across the Group.

Our data protection policies and governance framework are

regularly reviewed and enhanced, with priority given to risk

identification, control implementation and proactive mitigation.

In response to increasing regulatory complexity and enforcement

globally, we are evolving from a primarily EU-centric approach

towards a consistent, Group-wide data privacy framework. This

includes strengthening our controls and extending standardised

practices across key jurisdictions, supported by global data

classification, security enhancements, and the ongoing

development of a unified compliance framework.

We continue to invest in our data protection and compliance

tooling, including data subject rights fulfilment, risk analysis,

data-handling, monitoring and data-loss-prevention capabilities,

to strengthen how data is used and protected across the Group.

External advisers perform regular independent testing of our key

sites, systems and operations, with the required improvements

implemented as part of a continuous improvement process.

Annual training programmes are reviewed and updated to reflect

new and changing regulations, ensuring colleagues understand

their data protection responsibilities.

Principal risks continued

Risk trend

Increasing Decreasing No change

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Description

Category and

trend Mitigation

I. Contracts

The Group enters into contractual arrangements with

clients, some of which can be complex and/or with

onerous terms. They can also be impacted by local

regulatory requirements, especially in relation to

Temporary & Contracting markets, which can

increasethe Group’s risk exposure, especially

inmorelitigious environments.

Operational

Financial

Reputational

During client contract negotiations, management seek to minimise

risk and ensure that the nature of risks and their potential impact

are understood.

Our global Legal team has the depth of knowledge and

experienceto enable them to advise management on the level

ofrisk presented in increasingly onerous contracts, with clear

guidelines in operation.

Between the Chief Financial Officer and the Group General

Counsel, all commercial contracts with onerous non-standard

terms are reviewed against the Group’s risk appetite. In addition,

the Group’s Insurance Manager reviews onerous contracts and,

where necessary, engages with insurance providers to ensure,

where possible, that risks are suitably covered and that policies

willrespond appropriately.

Operational reviews are performed by regional compliance teams

on a risk basis across key contracts to confirm compliance and

adherence to agreed terms, and to agree improvements to the

way in which services are delivered toclients.

Assurance work is undertaken in key markets by Internal Audit

toensure contractual obligations are appropriately managed.

Description

Category and

trend Mitigation

J. Business transformation

We strive to continuously improve the services we

offerto our clients and candidates. At the same time,

we seek to continuously improve the way we operate

asa business to deliver these services. The business is

undertaking a multi-year programme to transform and

digitalise our front-, middle- and back-office operations

at pace. This transformation will significantly reduce

overheads, streamline processes, and improve our

overall operational efficiency and effectiveness.

A lack of robust management of such significant

business transformation programmes could lead to

delayed delivery, excessive costs, inefficiencies, and

failure to achieve the necessary benefits.

Operational

Financial

Reputational

Over the past year, we have been reshaping our country portfolio

to focus on building scale in high-performing and high-potential

markets. As part of this, and in line with our refreshed strategy to

focus on growing market-leading positions, in June this year we

completed the disposal of our operations in six European

countries, and we are exploring options to exit a further eight

countries. Transforming and digitalising our front-, middle- and

back office operations will benefit from a more focused

geographical footprint moving forward.

The current in-flight business transformation programme, the

Hays Digital Platform, is a large, complex, multi-year programme

for which the detailed business case continues to develop.

Asteering committee of the core project team meets with

representatives from key areas involved or impacted by the

projects/programmes. Together with the project teams, the

steering committee reviews progress against the current

programme objectives and spend, and approves any significant

changes to both in line with the decision framework and delegated

levels of authority.

Due to the nature of the Hays Digital Platform programme, a

standard programme decision framework has been established

toensure that all relevant approvals (legal, security, finance,

technology, procurement) are secured before any key

stage-gate decisions are made.

Risk trend

Increasing Decreasing No change

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Additional

Information

In accordance with the UK Corporate Governance Code, the

Directors have assessed the viability of the Group, taking into

consideration a number of key factors, including our business model,

our strategy and our principal risks as set out on pages 64-71.

Assessment period

The Directors believe that a three-year period ending 30 June

2029is the most relevant period over which to provide the viability

statement, being supported by the appraisal of the principal risks

and mitigating internal controls. A three-year period also reflects

ourstrategic planning cycle, which covers the same period, and

considers the fast-moving and cyclical nature of the recruitment

industry. Collectively, these factors allow the Directors to form a

reasonable expectation, on the basis that there are no unforeseen

events outside of the Group’s control that would inhibit the

Group’sability to continue trading, that using a three-year

perioditispossible to form a reasonable expectation as to

theGroup’s longer-term viability.

Process to assess the Group’s long-term prospects

As in prior years, the Board undertook a strategic business review

inthe current year which took into account the Group’s current

financial position and the potential impact of the principal risks set

out on pages 64-71.

In addition, and in making this statement, the Board carried out a

robust assessment of the principal risks facing the Group, including

those that would threaten the Group’s business model, future

performance and liquidity. While the review has considered all the

principal risks identified by the Group, the resilience of the Group to

the occurrence of these risks in severe yet plausible scenarios has

been evaluated. Climate-related risks were considered as part of the

assessment, however based on the Group’s current analysis they are

not expected to have a material impact on the Group’s viability over

the assessment period.

Financial position

The Group has in place a £240m revolving facility which expires

inOctober 2029, with options to extend by a further two years

byagreement. At 30 June 2026, £175 million of the facility

wasundrawn, with the Group at an overall net cash position of

£20.1 million, compared to net cash of £37.0 million at 30 June 2025.

The Group had a good working capital performance, with significant

management focus on cash collection and average trade debtor

days remaining below pre-pandemic levels at 36 days (2025: 37

days). The Group has a history of strong cash generation, tight

costcontrol and flexible workforce management.

Assessment of viability

The Board approves the annual budget, which is based on

submissions from the Group’s divisions, following a thorough review

process. The Board also reviews monthly management reports and

quarterly forecasts. The output of the planning and budgeting

processes has been used to perform base case projections for

viability purposes, under prudent assumptions:

• FY27 net fees and operating profit in-line with the

approvedbudget

• Modest, single-digit net fee growth in FY28 and FY29

• Future dividends are in-line with current policy

A sensitivity analysis of the Group’s cash flow was performed to

model the potential effects should the principal risks occur either

individually or in unison. The sensitivity analysis modelled a range of

severe, but plausible, downside scenarios against the base case

projections, incorporating the Group’s assessment of its principal

risks including a worsening of the macroeconomic environment and

intensified competition, AI and technology-enabled disruption, the

potential disruption from a major cyber event and the potential

impact of climate change, with a range of recovery scenarios

considered. The Board recognises that advances in AI and

technology platforms have accelerated over the last year and

mayinfluence both the recruitment industry and the mix of roles for

which recruitment services are required. The Stress Case scenario

assumes that the Group experiences a severe further deterioration

in market conditions in H2 FY27, followed by a period of only gradual

recovery through the viability period.

In all scenarios the Group remains viable throughout the three-year

viability period and is forecast to maintain a strong balance sheet,

with significant headroom against its revolving credit facility and

clear headroom against its banking covenants, which were

unchanged following renewal of the revolving credit facility.

The Directors are satisfied that, if required, the Group could

respondthrough a range of mitigating actions including

reducingdiscretionary expenditure, slowing investment, further

organisational restructuring and adjusting shareholder distributions.

Given the nature of the Temporary & Contracting recruitment

business, periods of weaker trading are typically accompanied

byworking capital inflows, providing additional liquidity resilience.

The Group’s increased exposure to Temporary & Contracting, which

represented 64% of Group net fees in FY26, provides additional

resilience relative to more cyclical Permanent recruitment markets.

Viability statement

Hays plc

Annual Report & Accounts 2026

72 Strategic

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Financial

Statements

Additional

Information

Set against these downside trading scenarios, the Board also

considered key mitigating factors including the geographic and

sectoral diversity of the Group, its balanced business model across

Permanent recruitment, Temporary & Contracting services, and

thebenefits expected from the Momentum strategy. Momentum

sharpens the Group’s focus on market leadership in a narrower

portfolio of countries and specialisms, reinforces the Group’s

competitive advantage through proprietary data, technology,

specialist consultants and operational excellence, and targets

improved productivity and structural cost efficiency. Furthermore,

whilst our key markets remained challenging throughout FY26, skill

and talent shortages are widespread across our major markets and

are expected to remain so for the foreseeable future; the Directors

are therefore satisfied that the demand for recruitment services will

continue, supporting the resilience of our business model.

The Directors also considered a reverse stress test scenario to

understand the reduction required to cause a breach of financial

covenants or loss of solvency. The conclusion from the reverse

stress test is that the likelihood of the scenarios occurring is remote

and therefore does not represent a realistic threat to the viability of

the Group.

Conclusion on viability

Based on the assessment performed, including consideration

ofsevere but plausible downside scenarios and reverse stress

testing, the Directors have concluded that they have a reasonable

expectation that the Group will be able to continue in operation and

meet its liabilities as they fall due throughout the three-year period

ending 30 June 2029.

Going concern

The Group’s business activities, together with the factors likely to affect

its future development, performance and position are set out in the

Strategic Report. The financial position of the Group, its cash flows

andliquidity position are described in the CFO’s Review, with details of

the Group’s treasury activities, long-term funding arrangements and

exposure to financial risk included in notes 19 to21to the Consolidated

Financial Statements.

The Group has in place a £240 million revolving credit facility, which

expires in October 2029, with options to extend by a further two years

by agreement. At 30 June 2026, £175 million of the committed facility

was undrawn and the Group had net cash of £20.1 million.

The Group has sufficient financial resources which, together with

internally generated cash flows, will continue to provide sufficient

sources of liquidity to fund its current operations, including its

contractual and commercial commitments and any proposed

dividends, and will remain within its banking covenants, with

clearheadroom. The Group is therefore well placed to manage

itsbusiness risks.

After making enquiries and in consideration of the above, the Directors

have formed the judgement, at the time of approving the Financial

Statements, that there is a reasonable expectation that the Group has

adequate resources to continue in operational existence throughout

the going concern period, being at least 12 months from the date of

approval of the Consolidated Financial Statements. For this reason,

they continue to adopt the going concern basis of accounting in

preparing the Consolidated Financial Statements.

Hays plc

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73Strategic

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Statements

Additional

Information

Reporting requirement and Hays’ material areas of impact Relevant Group Policies Additional information and outcomes

Climate and environment

• Delivering net zero

• Managing climate-related issues

• Carbon performance, metricsandtargets

• Climate-related financial disclosures

Group Environmental Policy Environment on pages 52-57

GHG reporting on pages 55-57

Task Force Climate-related financial

disclosures (TCFD) on pages 58-63

Employees

• Health, safety and wellbeing

• Learning and development

• Culture and ethics

• Reward and benefits

• Employee voice

• Diversity, equity and inclusion

Code of Conduct and Ethics Policy

Equity, Diversity and Inclusion Policy

Raising Concerns at Work Policy

(Whistleblowing)

Our people and culture on page 19-21

Stakeholder engagement (Section 172

Statement) on pages 34-37, 86

Governance report, including Board

oversight of culture, on pages 75-132

Remuneration report on pages 103-132

Sustainable business in the world of work

on pages 43-51

Social matters

• Supporting communities

• Volunteering and social impact

• Responsible business

Social objectives on page 48-49

Responsible sourcing on page 47

Human rights, anti-bribery and anti-corruption

• Ethical business conduct

• Prevention of bribery and corruption

• Respect for human rights

• Responsible sourcing

• Speak Up and whistleblowing

Human Rights Statement

Modern Slavery Statement

Raising Concerns at Work Policy

(Whistleblowing)

Supplier Code of Conduct

Anti-Bribery and Corruption Policy

Prevention of Facilitation and

TaxEvasionPolicy

Group Fraud Policy

Code of Conduct and Ethics Policy

Human rights on page 47

Responsible sourcing on page 47

Our Speak Up programme on page 46

Description of principal risks and impact of

business activity

Principal risks on pages 64-71

Description of the Business Model Description of business model on page 30

Non-Financial Key Performance Indicators Non-financial key performance indicators

on pages 31, 33

Non-financial and sustainability

information statement

The table below sets out where stakeholders can find relevant non-financial and sustainability

information within this Annual Report, in line with the reporting requirements contained in

Sections 414CA and 414CB of the Companies Act 2006.

Certain policies, standards and guidelines

are published on haysplc.com.

The Strategic Report, which has

beenprepared in accordance with the

requirements of the Companies Act 2006,

has been approvedby the Board and

signed on its behalf.

By order of the Board

James Hilton

Chief Financial Officer

19 August 2026

Hays plc

Annual Report & Accounts 2026

74 Strategic

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Financial

Statements

Additional

Information

Governance

How the Hays Board sets strategic direction and provides oversight and control

76 Chair’s introduction to governance

77 Compliance with the Corporate Governance Code

78 Board of Directors

81 Executive Leadership Team

82 Our governance framework

83 Division of responsibilities

84 Key activities of the Board

86 Stakeholder engagement

87 How the Board monitors and assesses culture

88 Board effectiveness review

89 Nomination Committee Report

94 Audit & Risk Committee Report

102 Sustainability Committee Report

103 Remuneration Committee Report

133 Directors’ Report

136 Statement of Directors’ responsibilities

Hays plc

Annual Report & Accounts 2026

75Strategic

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Additional

Information

Dear Shareholder

I am pleased to introduce the Governance section of the Annual

Report. Against a challenging market backdrop, the Board remained

focused on supporting management whilst maintaining strong

governance, effective decision-making and appropriate oversight

ofthe Group’s risks and opportunities.

Leadership and succession planning

During Dirk Hahn’s period of medical leave, I assumed the role

ofExecutive Chair on an interim basis to provide continuity of

leadership and support to the Executive Leadership Team (ELT).

Given the temporary combination of the Chair and Chief Executive

roles, the Board reviewed and approved enhanced governance

arrangements to ensure continued adherence to the principles

ofgood corporate governance. This included a revised division of

responsibilities framework, which set out an enhanced role for the

Senior Independent Director, providing additional support, challenge

and independent oversight throughout the period. Following Dirk’s

decision in February 2026 to step down for personal reasons, the

Nomination Committee oversaw a comprehensive succession

process. Mark Dearnley was appointed Interim Chief Executive

Officer and, following a rigorous assessment process, was

subsequently appointed Chief Executive Officer in May 2026.

Further details of the process can be found in the Nomination

Committee Report on pages 90-91.

Susan Murray, Chair of the Remuneration Committee, will not

standfor re-election at the 2026 Annual General Meeting (AGM),

having served on the Board for nine years. Given that FY26 is a

Remuneration Policy renewal year, the Board agreed that it was

appropriate for Susan to remain in post until the conclusion of the

AGM to oversee the shareholder consultation and approval process.

I am delighted that Helen Cunningham, who has served as a member

of the Remuneration Committee since March 2024, will succeed

Susan as Chair of the Committee. Joe Hurd will also join the

Remuneration Committee as a member following the AGM.

Michael Findlay

Chair

Chair’s introduction

to governance

Governance

Our governance framework, set out on page 82, is designed

tosupport effective decision-making, clear accountability and

thesuccessful delivery of our strategy. We believe that strong

governance is fundamental to creating sustainable long-term value

for our shareholders and wider stakeholders. This is our first Annual

Report prepared against the UK Corporate Governance Code 2024

(the Code). Provision 29 will apply to the Group from FY27 and,

during the year, the Audit & Risk Committee oversaw a programme

of work to identify, formalise and assess the effectiveness of the

Group’s material internal controls. Further details can be found

onpage 99.

Following careful consideration, the Board approved the disbanding

of the Sustainability Committee with effect from FY27. Having

successfully helped establish and embed sustainability as a key

strategic priority for the Group, the Committee has played an

important role in shaping our approach in recent years. As sustainability

considerations are now increasingly integrated across the business,

the Board concluded that oversight would be more effectively

delivered through its regular activities and existing governance

structures. To support the continued delivery of our sustainability

strategy, an Executive ESG Committee will monitor and drive

progress against our commitments and priorities, reporting regularly

to the Board. This change reflects our desire to ensure governance

arrangements remain proportionate, efficient and aligned with the

Group’s priorities.

Board effectiveness

The annual Board performance review provides an opportunity for

the Board, its Committees and individual Directors to reflect on their

effectiveness, performance and decision-making. This year’s internal

review, facilitated by Lintstock, concluded that the Board and its

Committees continue to operate effectively. Further information

onthe review and its key findings can be found on page 88.

Our stakeholders

Throughout its consideration of the Momentum strategy, the

Boardremained focused on the interests of its key stakeholders.

TheBoard carefully considered the impact on colleagues, clients,

candidates, suppliers, shareholders and wider society, ensuring

these perspectives informed its discussions. Having balanced these

considerations with the long-term success of the Company, the

Board concluded that Momentum represents the right strategic

direction for Hays and approved its implementation.

Looking ahead

Looking ahead, the Board’s priorities will include building a strong

and effective relationship with the new CEO and ELT, supporting

thesuccessful delivery of the Momentum strategy, and ensuring

robust leadership succession and talent development across the

organisation. I would like to thank my fellow Directors for their strong

commitment and thoughtful counsel as we navigated the challenges

and opportunities of FY26, and I look forward to working with them

as the transformation of Hays continues in FY27.

Michael Findlay

Chair

19 August 2026

Hays plc

Annual Report & Accounts 2026

76 Strategic

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Additional

Information

Board leadership and

Companypurpose Page

A – An effective Board 88

B – Purpose, values and culture 19-21

C – Governance framework and

Boardresources

D – Stakeholder engagement 34-37, 86

E – Workforce policies and practices 46, 74

Division of responsibilities

F – Board roles 78-80, 83

G – Division of responsibilities 83

H – Non-Executive Directors 78-80

I – Key activities of the Board during the year 84-85

Composition, succession and

evaluation

J –Appointments to the Board 90-91

K – Board skills, experience and knowledge 70-80, 90

L – Annual Board Effectiveness Review 88

Audit, risk and internal controls

M – Financial reporting, External Auditor and

Internal Audit

94-101

N – Review of 2026 Annual Report and Accounts 96

O – Risk management and internal controls 98

Remuneration

P – Linking remuneration with purpose

andstrategy

106-107

Q – Remuneration Policy 104, 108-116

R – Performance outcomes in 2026 106

The Board confirms that the Company applied the Principles of the

Code throughout the FY26.

There was a limited and temporary departure from Provision 9

between 10 November 2025 and 5 January 2026, arising from the

Non-Executive Chair assuming certain executive responsibilities on

an interim basis during Dirk Hahn’s unplanned medical leave. The

Board considered this arrangement to be in the best interests of the

Company in order to maintain stability and continuity of leadership

during this period.

In reaching its decision to appoint the Chair to this role, the

Boardconsidered alternative arrangements but concluded that it

would not have been appropriate for another member of the ELT to

assume the Chief Executive Officer’s responsibilities, as this would

have diverted focus from delivery of key strategic and operational

priorities at a critical time for the business.

To support the arrangement, the Board approved enhanced

governance measures, including a revised division of responsibilities

between the Interim Executive Chair, the Senior Independent

Director and the Non-Executive Directors. The revised division

ofresponsibilities was published on the Company’s website for

theduration of the interim arrangement.

The arrangement was subject to ongoing Board oversight, was

time-limited, and ceased upon Dirk Hahn’s return on 5 January

2026, at which point normal governance arrangements were

fullyrestored.

Following Dirk Hahn’s resignation as Chief Executive Officer and

Director on 27 February 2026, Mark Dearnley was appointed Interim

Chief Executive Officer and Director and subsequently appointed

Chief Executive Officer on 18 May 2026. These appointments

werefully aligned with the Code, as set out on pages 90-91.

All other provisions of the Code were complied with in full

throughout FY26. Information on the work undertaken during

FY26to prepare for reporting against Provision 29 from FY27

issetout on page 99.

Compliance with the

Corporate Governance Code

Hays plc

Annual Report & Accounts 2026

77Strategic

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Financial

Statements

Additional

Information

Board of Directors

Michael Findlay

Non-Executive Chair

Appointed: 20 January 2025

(Independent Non-Executive

Director); 1 May 2025 (Chair)

Career and experience

Michael spent his career in

investment banking and has

advised the boards of many

leading UK plcs on a wide

rangeof strategic, financing

andgovernance matters. He was

previously co-head of investment

banking for UK & Ireland at Bank

of America, Senior Independent

Director at UK Mail Group plc,

aNon-Executive Director at

International Distribution Services

plc and Non-Executive Chair

atMorgan Sindall Group plc.

Skills relevant to Hays

• Highly accomplished business

leader and proven Non-

Executive Director and Chair

• Extensive experience in

strategic, financial and

governance matters

• Strong understanding

ofpeople-intensive and

service-orientated businesses

External appointments

• Non-Executive Chair,

LondonStock Exchange plc

• Non-Executive Director,

Jarrold Group Holdings

Career and experience

Mark is an experienced leader

with a proven track record of

delivering large-scale global

digital and technology

transformation in both the

privateand public sectors. He has

held senior leadership roles at

companies including Vodafone,

Inchcape, Boots, HM Revenue &

Customs, and Bain & Co. Mark

brings cross sector expertise in

the development and execution

of business strategy and value

creation plans, digital and

technology transformation of

established global organisations,

and operational delivery. Prior

tohis appointment as Chief

Executive Officer, Mark served

asHays’ Chief Digital and

Technology Officer and Interim

Chief Executive Officer.

Skills relevant to Hays

• Strategic leadership and

execution of large-scale

transformation programmes

• Deep expertise in technology,

data and digital innovation

• Extensive experience driving

operational performance and

productivity improvement

External appointments

• Trustee of the King’s

TrustCouncil

Mark Dearnley

Chief ExecutiveOfficer

Appointed: Director and

Interim CEO 27 February

2026; CEO 18 May 2026

Board of Directors

Career and experience

Prior to his appointment to

theHays Board, James held a

number of senior finance roles at

Hays, including Head of Investor

Relations, European Finance

Director, UK&I Financial Controller

and Group Financial Controller.

James joined Hays in 2008 from

the Investment Banking division

of Dresdner Kleinwort. He is an

Economics graduate from

Cambridge University, and

qualified as a Chartered

Accountant with KPMG.

Skills relevant to Hays

• Chartered Accountant with

extensive experience in

finance, audit and risk

management

• Over 18 years’ experience

atHays and a deep

understanding of the

Group’soperations

• Extensive understanding

ofstakeholder and

investmentcommunity

needsand engagement

Career & experience

Helen is currently the Chief

People Officer at Inchcape plc,

where she has responsibility for

people and culture strategy,

aswell as corporate

communications, employee

engagement, global security and

HSE. Prior to joining Inchcape,

Helen held numerous senior

people leadership and strategy

roles at Mitie Group PLC, Bureau

Veritas Group and Nationwide

Building Society.

Skills relevant to Hays

• Extensive HR

functionalexpertise

• Specialist knowledge in

remuneration, ESG and

boardand executive

succession planning

• Global experience leading

cultural transformation and

talent management, M&A

anddivestment programmes

External appointments

• Chief People Officer,

Inchcapeplc

James Hilton

Chief Financial Officer

Appointed: 1 October 2022

Helen Cunningham

Independent

Non-Executive Director

Appointed: 1 March 2024

Board

Committees

Audit & Risk Committee

Nomination Committee Committee Chair

Remuneration Committee

Designated Non-Executive Director for Workforce Engagement

Hays plc

Annual Report & Accounts 2026

78 Strategic

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Financial

Statements

Additional

Information

Career & experience

Joe brings a wealth of experience

as a technology entrepreneur. He

began his career in corporate and

securities law at Linklaters before

transitioning to the technology

sector, where he held senior roles

at AOL Time Warner Inc. and

Facebook, in addition to two

venture-backed companies.

Formerly he was a Non-Executive

Director at GoCo Group plc

(nowpart of Future plc) and

Independent Director at

SilverBoxEngaged Merger Corp I.

He also served in the Obama

administration as a political

appointee at the US

Departmentof Commerce.

Skills relevant to Hays

• Global experience in

consumer-facing

technologybusinesses

• Specialist knowledge of ESG

and workforce engagement

External appointments

• Non-Executive Director and

Designated Non-Executive

Director for Workforce

Engagement, Trustpilot

Groupplc

• Nominated member

andCulture Champion,

Lloyd’sCouncil

• Chief Executive Officer &

Managing Director,

KatamaGroup LLC

Joe Hurd

Independent

Non-Executive Director

Appointed: 1 December 2021

Career & experience

Cheryl was a highly accomplished

CEO, Chief Digital Officer and

Managing Director, with extensive

experience of leading business

transformation, with significant

digital, commercial, sales,

marketing and operational

experience. She has worked

inawide range of industries,

including in share registration

with Equiniti Group plc, retail with

Asda Stores Ltd and Waitrose,

banking with HBOS plc and

energy with National Power plc.

Cheryl has built a successful

portfolio career as a Non-

Executive Director, having

previously served on the boards

of National Savings & Investments

and Intu Properties plc.

Skills relevant to Hays

• Strategic technology leader

• Extensive public company

experience in both executive

and non-executive roles

External appointments

• Non-Executive Director and

Remuneration Committee

Chair, Atom Bank plc

• Non-Executive Director,

AXAInsurance UK plc

Cheryl Millington

Senior Independent

Non-Executive Director

Appointed: 17 June 2019;

20 February 2024 (Senior

Independent Director)

Career & experience

Anthony is the Group Chief

Executive of Serco Group plc,

appointed in March 2025. He

joined Serco in 2017 as Group

HRDirector and has since held

several senior roles, including

Chief People Officer, Group Chief

Operating Officer, and CEO of

Serco UK and Europe. Prior to

Serco, Anthony spent over 17

years at Compass Group plc in

various global leadership roles.

Skills relevant to Hays

• Proven ability to lead large,

complex organisations

across multiple regions

andsectors

• Skilled in driving

transformation and

culturalchange within

globalbusinesses

External appointments

• Group Chief Executive,

SercoGroup plc

Anthony Kirby

Independent

Non-Executive Director

Appointed: 1 April 2024

Career & experience

Susan brings extensive

experience in international

consumer goods and services

businesses. Susan is a former

Chair of Farrow & Ball, and a

former Non-Executive Director of

Mitchells & Butlers plc, Compass

Group plc, Pernod Ricard S.A.,

Imperial Tobacco plc, Enterprise

Inns plc, Aberdeen Asset

Management plc, SSL

International plc, 2 Sisters

FoodGroup and Wm Morrison

Supermarkets plc. She is also

aformer Chief Executive of

Littlewoods Stores Limited and

former Worldwide President and

Chief Executive of The Pierre

Smirnoff Company, part of

Diageo plc.

Skills relevant to Hays

• Wide-ranging experience

ininternational consumer

goods and services businesses

• Specialist knowledge

ofstrategy, marketing

andremuneration

External appointments

• Senior Independent

Director,Will Grant &

SonsHoldingsLimited

Susan Murray

Independent

Non-Executive Director

Appointed: 12 July 2017

Hays plc

Annual Report & Accounts 2026

79Strategic

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Statements

Additional

Information

Directors who served during the year

Dirk Hahn stepped down as Chief Executive Officer and

Director on 27 February 2026 for personal reasons.

ForDirk’s profile, please refer to the 2025 Annual

Report&Accounts.

Interim arrangements

Due to the unplanned medical leave of Dirk Hahn during

the year, Michael Findlay served as Executive Chair from

10 November 2025 to 5 January 2026.

Mark Dearnley served as Interim Chief Executive Officer

from 27 February 2026 to 18 May 2026, when he was

appointed Chief Executive Officer.

Sustainability Committee

The Sustainability Committee was disbanded with

effectfrom FY27. Further information on the Group’s

sustainability governance arrangements going forward

can be found on page 102.

Board gender diversity Board ethnic diversity Categories by tenure

56%

44%

11%

78%

44%

33%

22%

Board and Committee attendance

Director Board (out of 9) Audit & Risk (out of 4)

Remuneration (out of

Sustainability (out of

2) Nomination (out of 3)

Michael Findlay

(1)

9 of 9 N/A N/A N/A 3 of 3

Dirk Hahn 4 of 6 N/A N/A N/A N/A

James Hilton 9 of 9 N/A N/A N/A N/A

Mark Dearnley

(2)

4 of 4 N/A N/A N/A N/A

Helen Cunningham 9 of 9 N/A 6 of 6 2 of 2 3 of 3

Joe Hurd 9 of 9 N/A N/A 2 of 2 3 of 3

Anthony Kirby

(3)

8 of 9 4 of 4 6 of 6 N/A 3 of 3

Cheryl Millington 9 of 9 4 of 4 N/A N/A 3 of 3

Susan Murray

(4)

7 of 9 N/A 5 of 6 N/A 3 of 3

Zarin Patel 9 of 9 4 of 4 N/A 2 of 2 3 of 3

1. Dirk was on medical leave for 2 meetings and resigned on 27 February 2026.

2. Mark Dearnley was appointed as a director on 27 February 2026.

3. Anthony was unable to join a one Board meeting due to a prior commitment.

4. Susan was unable to join one Board meeting and one Remuneration Committee meeting due to a prior commitment.

Male

Female

White British or other White

Asian/Asian British

Black/African/Caribbean/BlackBritish

0-3 years

3-6 years

6-9 years

Career & experience

Zarin spent 15 years at each of

KPMG and the BBC, where she

was Chief Financial Officer for

nine years. From 2014 to 2016,

she was the Chief Operating

Officer of The Grass Roots Group

plc. Previously, Zarin was a

Non-Executive Director of Post

Office Limited, Anglian Water

Services Limited and HM

Treasury, and an independent

member of the Audit & Risk

Committee of John Lewis

partnership plc.

Skills relevant to Hays

• Member of the Institute of

Chartered Accountants in

England and Wales, with

wide-ranging recent and

relevant financial experience

• Expertise in managing

transformation within complex

digital-centric businesses

External appointments

• Senior Independent Director

and Audit & Risk Committee

Chair, Pets at Home Group plc

• Trustee of National Trust

Zarin Patel

Independent

Non-Executive Director

Appointed: 1 January 2023

Board of Directors continued

Hays plc

Annual Report & Accounts 2026

80 Strategic

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Governance

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Financial

Statements

Additional

Information

Mark Dearnley

Chief Executive Officer

Matthew Dickason

CEO, APAC

Julia Cames

Interim Chief Marketing Officer

James Hilton

Chief Financial Officer

Alexander Heise

CEO, Germany & CEMEA

Deborah Dorman

Chief People Officer

David Brown

CEO, Americas

Tom Way

CEO, UK&I

Rachel Ford

General Counsel & Company Secretary

Executive Leadership Team

Visit our website for more information on our

Executive Leadership team.

Hays plc

Annual Report & Accounts 2026

81Strategic

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Statements

Additional

Information

Our governance framework

The Board

The Board is responsible for the stewardship, strategic direction, and overall performance of the Group. Its role is to promote the

long-term success of the Company by generating sustainable value for shareholders and considering the interests of the Group’s other

stakeholders. The Board monitors the Group’s culture and values, ensuring they are effectively embedded throughout the organisation.

It also provides constructive challenge to management on the execution of strategy and is accountable for maintaining robust risk

management and internal control systems. Certain key matters requiring Board approval are set out in a formal schedule of matters

reserved, which the Board reviews annually.

Board Committees

The Board delegates certain matters to Committees which provide in-depth oversight and scrutiny in their respective areas. Committee

Chairs report regularly to the Board, ensuring all Directors remain informed of key developments and decisions. The Committees’ Terms

of Reference are reviewed and approved annually by the Board.

Audit & Risk

Committee

Oversees the Group’s

financial reporting and

reviews the integrity of

the Group’s Financial

Statements, the

adequacy and

effectiveness of the

Group’s system of

internal control and risk

management, and the

relationship with the

External Auditor.

Sustainability

Committee

Monitors and oversees

the Group’s

environmental, social

and governance

responsibilities

andactivities.

The Sustainability

Committee was

disbanded with effect

from FY27. For more

information on our

ESGgovernance

arrangements going

forward, see page 102.

Nomination

Committee

Keeps the structure, size,

and composition of the

Board under regular

review and recommends

appointments to the

Board and its

Committees. It oversees

succession planning for

the Board and ELT,

ensuring a diverse

pipeline of talent and

promoting diversity

across the Board and

thewider Group.

Remuneration

Committee

Sets the Group’s

Remuneration Policy and

agrees the remuneration

framework for the Chair,

Executive Directors, and

ELT members. It does

sowith regard to

remuneration practices

and policies across the

wider workforce

withinthe Group.

Chief Executive Officer

Responsible for the day-to-day running of the Group’s business and performance, and for

thedevelopment and implementation of the strategic objectives set by the Board.

Executive Leadership Team (ELT)

Responsible for helping the CEO implement strategy, meet commercial objectives and improve

operatingand financial performance.

Executive

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Governance Framework

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Division of responsibilities

Non-Executive Directors

Chair Senior

Independent

Director

Non-Executive Directors

Michael Findlay Cheryl Millington Helen Cunningham, Joe Hurd, Anthony Kirby,

Susan Murray, Zarin Patel

• Leadership and effective operation of the Board

• Chairs the Board and the Nomination Committee and sets

Board agendas

• Encourages constructive challenge and facilitates effective

communication between Board members

• Ensures effective two-way communication with shareholders

and stakeholders

• Ensures that all Directors receive clear and accurate

information on a timely basis

• Ensures the views of all stakeholders are understood

andconsidered appropriately in Board discussions and

decision-making

• Ensures the effectiveness of the Board and enables the

annual review of effectiveness

• Responsible for the composition and evolution of the

Board,together with Nomination Committee and Senior

Independent Director

• Acts as a sounding

board for the Chair

• Serves as an

alternative contact

and intermediary for

other Directors and

shareholders

• Leads the Chair’s

annual performance

appraisal and

succession in

duecourse

• Provide strong, independent and external

perspectives to Board discussions and

enhance robust and constructive debate

• Bring independent judgement and oversight on

issues of strategy, performance and, through

the Board’s Committees, on matters such as

remuneration, risk management systems,

financial controls, financial reporting and

theappointment of new Directors

• Scrutinise the executive management in

meeting agreed objectives and monitoring

thereporting of performance

Executive Directors

Chief Executive Officer Chief Financial Officer

Mark Dearnley James Hilton

• Day-to-day management of the Group’s business

• Formulates strategic business objectives for Board approval

andimplements approved strategic objectives and policies

• Manages and optimises the operational and financial

performanceof the business in conjunction with the CFO

• Fosters a good working relationship with the Chair

• Chairs the ELT and develops senior talent within the business

forsuccession planning

• Manages the Group’s financial affairs

• Supports the CEO in the implementation and achievement of

theGroup’s strategic objectives

• Oversees Hays’ relationships with the investment community

• Represents Hays externally to all stakeholders, including

governments and regulators, clients, pension trustees for the

Company’s defined benefit pension schemes, lenders, suppliers

and the communities we serve

General Counsel & Company Secretary

Rachel Ford

• Secretary to the Board, its Committees and the Executive

Leadership Team

• All Directors have access to the advice of the General Counsel &

Company Secretary

• Responsible for advising the Board on all governance matters

andensuring that Board procedures are followed

• Supports the Chair in ensuring that the Directors receive accurate,

timely and clear information

• Advises and keeps the Board updated on any changes to the

Listing and Transparency Rules requirements and best practice

corporate governance developments

There is a clear and distinct division between the roles of the Chair and the Chief Executive Officer, with each having a clearly defined

remit approved by the Board. During the year, there was a temporary departure from this arrangement when Michael Findlay was

appointed Executive Chair during Dirk Hahn’s medical leave. At this time the Board approved an updated, temporary division of

responsibilities which was published on the Group’s website. Further details can be found on page 77.

Executive and Non-Executive Directors share the same statutory duties but perform distinct roles on the Board, providing

appropriate accountability and oversight.

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December

Key activities of the Board

These pages offer an insight into key events and

principal decisions at Board meetings in FY26.

Board meetings are scheduled in accordance with a forward

planner, which is regularly reviewed and updated throughout the

year to reflect evolving priorities. The Company Secretary agrees

theagenda with the Chair in advance of each meeting, following

consultation with the CEO and CFO. This process ensures that Board

discussions are well-informed, strategically aligned, and reflective of

both executive insight and governance priorities. A typical Board

meeting will include the following elements:

• Strategy and transformation: performance reports from the CEO,

CFO and other members of the ELT.

• Deep dives: reports into areas of strategic importance, such as

strategic priorities, regional business updates or critical projects.

• Updates from the Chairs of our Board Committees and the

Designated Non-Executive Director for Workforce Engagement.

• Legal and governance updates, including whistleblowing updates.

• Time for the Chair to discuss matters with the Non-Executive

Directors without Executives present.

An annual Strategy Day is held with the Board and senior

management to review Hays’ strategic direction, market

developments and long-term opportunities. In FY26, the Strategy

Day took place in May 2026 and focused on the development of

theMomentum strategy. Discussions covered the Group’s market

positioning and country portfolio, operating model, technology

anddigital capabilities, people and culture, compliance framework,

and opportunities to further strengthen Hays’ specialist focus.

Thesession provided an opportunity for detailed discussion

andchallenge, helping to shape the Group’s refreshed strategic

directionand priorities for execution.

The views of our key stakeholders are important considerations

insetting the strategy and in decision-making. In addition, strong,

mutually beneficial relationships with our stakeholders support the

delivery of our strategic objectives. Set out below are some of the

stakeholder considerations taken into account in reaching principal

decisions in FY26.

October NovemberSeptemberJuly August

Q1 Q2

Q1 July

• Reviewed and approved

theFY26 budget

• Board assessment of Group’s

emerging and principal risks

• Reviewed output of FY25

external Board review

Q2 October

• Board visit to Australia –

deep dive on APAC region by

Matthew Dickason and local

stakeholder engagement

• Designated Non-Executive

Director for Workforce

Engagement held colleague

engagement sessions in

Sydney, Australia

Q2 November

• AGM

• Appointment of Interim

Executive Chair

• Hays Digital Platform &

technology review

• Deep dive on AI governance

• Update from Designated

Non-Executive Director for

Workforce Engagement

• Update from Chief People

Officer on succession

planning, culture and talent.

Q1 August

• Reviewed and approved

theFY25 preliminary results,

Annual Report and Accounts

and final dividend proposal

• Approved the 2025 Notice

ofAGM

• Reviewed and approved

the2025 Modern

SlaveryStatement

Stakeholders

Colleagues

Candidates

Clients

Shareholders

Society

Suppliers

Key Board matter Stakeholder considerations Decisions and outcomes

CEO succession

Following Dirk Hahn’s

decisionto step down, the

CEOsuccession process

wasinitiated and led by

theNomination Committee.

• The Board considered the need for a leader

capable of engaging colleagues and providing

clear direction during a period of transformation.

• The Board considered the importance of

appointing a leader with an understanding of

evolving candidate and client needs and

changing market dynamics.

• The Board considered the need for leadership

capable of delivering a new strategy and

creating sustainable long-term value for

ourshareholders.

• On the recommendation of the Nomination

Committee the Board approved the

appointment of Mark Dearnley with

effectfrom18 May 2026.

• The Board considers Mark to have the leadership

and strategic capability to lead the Group in

thenext phase of the Group’s development.

• Under Mark’s leadership, the Momentum

strategy was developed and approved by

theBoard.

Governance continued

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January

Q4 May

Strategy Day

Appointment of Mark Dearnley

as CEO

February March

April May June

Q3 January

• Deep dive on the UK&I

business from Tom Way.

• Reviewed updates on

theglobal contracting

programme.

Q3 February

• Reviewed and approved

H126 interim results and

interim dividend

• Deep dive on China and

Indiabusinesses from

Matthew Dickason

• Hays Digital Platform update

• Dirk Hahn stepped down and

Mark Dearnley appointed

interim CEO

Q4 June

Approval of Momentum

strategy and

all-employee award

Disposal of operations in six

European countries

Key Board matter Stakeholder considerations Decisions and outcomes

Strategy

The Board led a review of

theGroup’s strategic direction

and approved the Momentum

strategy, focusing the Group on

growth opportunities in priority

markets and specialisms.

• Client feedback and their evolving needs.

• Candidate insights and workforce trends.

• Colleague feedback on skills, development

andways of working, including technology.

• Long-term shareholder value and

sustainablegrowth.

• Technology, supplier and partner capabilities.

• Changing market dynamics, technological

developments and the growing impact of AI

onthe future of work.

• Approved the Momentum strategy, providing a

clear roadmap for future growth.

• Focused the business on six core specialisms

and 16 countries where Hays has the strongest

path to market leadership.

• Established clear priorities to strengthen

expertise, enhance matching capability, increase

productivity and simplify ways of working.

• Aligned investment behind key strategic

enablers, including technology and learning

anddevelopment.

• Created a stronger platform to improve

clientand candidate outcomes, increase

consultant productivity and deliver sustainable

long-term value.

Reshaping

countryportfolio

The Board evaluated Hays’

international footprint to assess

market potential and growth

opportunities to strengthen

theGroup’s market position.

• Impact on colleagues in affected countries,

including continuity of employment, retention

oflocal leadership teams and ongoing support

during the transition.

• Continuity of support for clients and candidates.

• Relationships with key business partners and

arrangements to ensure an orderly transition.

• Whether the Group’s resources and capital were

being deployed in the markets best positioned to

deliver sustainable long-term shareholder value

through a more focused portfolio of global and

select local specialisms.

• Approved the reduction in country portfolio to

focus on 16 core countries, resulting in the

disposal ofsix European countries.

• Simplified Hays’ geographic footprint, focusing

the business on markets with the strongest path

to market leadership.

• Enabled greater focus of management attention,

investment and resources on priority

geographies and specialisms.

• Supported delivery of the Momentum strategy

by sharpening the Group’s strategic focus and

operating model.

All-employee

shareaward

The Board considered how

bestto engage and retain

colleagues during a period

oftransformation and ensure

alignment with the successful

delivery of the Momentum

strategy. Consideration was

given to using an all-employee

share award to reinforce a

culture of shared success.

• Colleague feedback highlighting the importance

of reward, engagement and retention.

• Retention of key talent needed to maintain

service quality for clients and candidates during

a period of significant change.

• How greater employee share ownership could

strengthen alignment with the Group’s strategic

objectives and future performance.

• The interests of shareholders through a

performance-linked award designed to

supportlong-term value creation.

• The Board approved a one-off all-employee

share award in FY27 to support delivery of the

Momentum strategy by aligning the share award

performance conditions with achievement of

strategic objectives.

• Provides colleagues with the opportunity

toshare in future value created through

successful strategic delivery.

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Stakeholder engagement

Our Designated Non-Executive Director for Workforce Engagement,

Helen Cunningham, provides a vital point of engagement between

the Board and colleagues, helping to strengthen the colleague voice

in the boardroom and enable the Board to hear first-hand colleagues’

perspectives on Hays’ strategy, performance and culture.

This year a Workforce Engagement Policy was introduced

toformalise the Board’s approach to workforce engagement.

Thepolicy sets out the role of the Designated Non-Executive

Director forWorkforce Engagement, the methods used to gather

colleague feedback and how workforce insights are reported to

andconsidered by the Board.

During FY26, Helen held a number of engagement sessions with

colleagues based in APAC and UK&I, representing a diverse range of

roles, locations and levels of experience. Below, she shares some of

the key insights and perspectives gained from these discussions.

Q: What were the key themes raised by

colleagues during your engagement

sessionsinFY26?

A: Throughout FY26, I was pleased by the strong sense of

commitment to Hays demonstrated by colleagues across the

business. Colleagues consistently highlighted the importance

ofsupportive management, ongoing training and development

opportunities, and the collaborative and inclusive culture that

continues to define Hays, particularly during a period of significant

change.

Colleagues also shared thoughtful and constructive feedback on

areas where we can continue to improve. These included retaining

experienced talent and maintaining competitive reward structures,

enhancing technology platforms and back-office efficiency, and

more effectively leveraging AI andemerging technologies to

support client service and productivity. Strengthening collaboration

across the Group, sharing knowledge and best practice between

markets whileretaining local agility, was another recurring theme.

Q: How has colleague feedback influenced

board discussions and decision-making

this year?

A: Workforce engagement provides the Board with valuable insight

into the experiences, priorities and concerns of colleagues across

Hays. Following each engagement session, Ishare the key themes

and feedback with the Board and ELT, helping to inform discussions

on talent, culture, technology andthe delivery of our strategy.

Several themes raised by colleagues have directly aligned withareas

of strategic focus for the Group. In particular, feedback relating to

learning and development, technology andproductivity has helped

shape initiatives under the EnablingProductivity pillar of our new

Momentum strategy. This has included the launch of Hays Academy

and continued investment in digital tools and platforms to help

colleagues workmore efficiently and deliver even greater value to

clients and candidates.

Q: What feedback did colleagues provide

regarding technology and AI?

A: Technology was one of the most frequently discussed

topicsduring this year’s engagement sessions. Many colleagues

recognised the opportunities presented by AI and emerging

technologies and were keen to understand how these tools could

support productivity, improve efficiency and enhance client service.

Colleagues also highlighted the importance of continuing toinvest in

technology platforms and simplifying internal processes. In

response, Hays has continued to invest in its digitalcapabilities,

including providing all colleagues with fullaccess to Microsoft

Copilot and other technology enhancements designed to reduce

administrative burden, improve collaboration and allow colleagues

to focus onrevenue-generating activities. The Board regularly

reviews progress in this area as part of its oversight of the

Momentumstrategy.

Q: What are your priorities for FY27?

A: My priority remains ensuring that the workforce voice is heard at

Board level and that colleagues can see how their feedback shapes

decision-making. As Hays continues to deliver its Momentum

strategy, I will focus on understanding colleagues’ experiences

throughout this period of change, ensuring the Group continues to

invest in learning and development and preserve the collaborative

and inclusive culture that is such a strength of Hays. Through regular

engagement, I will continue toprovide the Board with insight into the

issues that matter most tocolleagues and help ensure these

perspectives are reflected in Board discussions and decisions.

Helen Cunningham, Designated Non-Executive

Director for Workforce Engagement

Colleague Engagement

Meaningful engagement with our stakeholders is essential

to understanding the opportunities and challenges facing

Hays and to supporting effective Board decision-making.

During FY26, the Board continued to engage with all of

itskey stakeholder groups to better understand their

perspectives, priorities and expectations. These insights

helped shape Board discussions and informed the

decisions taken throughout the year.

Hays’ Section 172(1) statement on pages 37 and principal

decisions for FY26 on pages 84-85 explain how the Directors

have considered stakeholders in their decision-making.

Governance continued

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How the Board

monitors and assesses culture

The Board is responsible for setting Hays’ purpose, strategy and

values, and for ensuring these are embedded in the Company’s

culture. Our people are critical to the delivery of our strategy and

long-term success and, throughout FY26, the Board maintained

close oversight of efforts to strengthen and assess culture across

the Group.

The launch of the Hays Valued Behaviours during the year (see page

19) marked an important step in strengthening the Group’s culture.

The Board has therefore placed particular emphasis on assessing

how these behaviours are being embedded across the organisation

and whether they are influencing colleague experience, leadership

behaviours and outcomes.

To monitor and assess how effectively culture is embedded

acrossthe organisation, the Board draws on a diverse range of

information sources, including colleague feedback, deep dives

andperformance indicators.

Board visits

The Board recognises that culture is often best observed outside

formal reporting channels. Office visits and walkarounds facilitate

informal interactions with colleagues, helping the Board assess how

culture, values and behaviours are experienced across the Group.

In October 2025, the Board visited our Sydney office, reflecting its

commitment to hearing directly from colleagues and understanding

how the Group’s culture is experienced across the business.

Through discussions with a wide range of colleagues, the Board

gained a deeper understanding of colleague sentiment, regional

performance and local market dynamics. These conversations

helped the Board assess how culture and the Hays Valued

Behaviours are being embedded in practice, while also

strengthening colleagues’ understanding of the Board’s

roleinguiding the long-term success of the Group.

To further strengthen understanding of culture across the Group,

inFY26 each Non-Executive Director was allocated responsibility

forspending additional time engaging with colleagues in specific

countries and regions. This enabled Directors to develop deeper

insight into regional perspectives, opportunities and challenges,

while building stronger connections across the business. Feedback

and observations from these engagements are shared with the

Board, providing a broader and more nuanced understanding

ofcolleague experiences.

In addition, our Designated Non-Executive Director for

WorkforceEngagement regularly shares insights from her

colleagueengagement sessions with the Board, helping to ensure

workforce perspectives are reflected in Board discussions and

decision-making. You can read more about this on pages 84-85.

Surveys

The Board receives regular updates on the results of the

YourVoice,Pulse and Heartbeat surveys, providing direct feedback

on colleagues’ experiences, engagement and sentiment across

theGroup. This feedback helps the Board assess how effectively

theHays Valued Behaviours are being embedded in practice and

identify areas where further focus or action may be required.

Formore information on survey results see pages 19-20.

Reward

The Remuneration Committee reviewed the outcomes of the

globalwider workforce reward review to ensure that remuneration

arrangements support the delivery of the Group’s strategy, reinforce

the desired culture and behaviours, and promote the attraction,

retention and engagement of talent. For more detail see pages

126-128.

Leadership and listening

All senior leaders, including members of the ELT, participated in the

new Leading Better Together programme (see page 19), designed

tostrengthen leadership capability and promote a consistent

leadership culture across the Group.

Since his appointment as CEO, Mark Dearnley and members

oftheELT have undertaken extensive engagement with leaders

andcolleagues across the Group through a series of in-person and

virtual sessions. These forums have encouraged open dialogue on

culture, strategic priorities and the Momentum strategy, providing a

broader perspective on colleague sentiment and helping the Board

assess how the Group’s desired culture and behaviours are being

embedded in practice.

Speak Up, ethics and compliance

The Board receives regular updates on ethics and compliance

matters across the Group. During the year, it reviewed reports from

the independently operated Raising Concerns at Work helpline and

monitored the investigation and resolution of concerns raised by

colleagues. These updates provide assurance on the effectiveness

of the Group’s Speak Up arrangements and highlighted themes

relating to behaviours, culture and emerging areas of risk across

theorganisation, enabling the Board to identify themes and

monitormanagement’s response where appropriate.

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Board effectiveness review

The Board operates a three-year cycle of evaluations in line with the best practice

requirements of the 2024 Code.

FY25 external review

In FY25, the Board undertook an externally facilitated performance review led by Lintstock. During FY26, the Board made progress on a

number of priority areas identified in the review, as set out in the table below.

FY25 focus areas Action implemented in FY26

Continue to monitor the

progress of the strategy

andthetransformation

The Board maintained close oversight of the Group’s strategic transformation throughout the year.

Following the appointment of Mark Dearnley as CEO, the Board supported the development and launch

ofthe Momentum strategy, challenging and refining the strategic priorities, implementation plans and

measures of success.

Enhance the Board’s level of

external insight in the context

of a rapidly changing market

The Board received regular updates on market conditions, emerging trends and the competitive landscape,

which supported the Momentum strategy planning.

Maintain strong focus on

succession planning and

talent management

The Board and Nomination Committee devoted significant time to succession planning during the year,

overseeing the CEO succession process and appointment of Mark Dearnley as Chief Executive Officer.

TheBoard also reviewed leadership capability, talent development and succession plans for key senior

management roles.

Key findings

The review found that the Hays Board operated effectively during

ayear of significant change, including the CEO succession process

and the development of the Group’s Momentum strategy. Directors

were well aligned on the Group’s strategic priorities and engaged

constructively throughout the review process. The review also

recognised the Chair’s strong leadership during the CEO transition.

The review identified a number of priorities for the Board for

FY27,including:

• continuing to monitor the progress of the Momentum

strategyand associated performance measures

• maintaining a strong focus on leadership capability,

talentmanagement and succession planning

• continuing to strengthen engagement across the business

tosupport effective oversight and strategy execution

• keeping the Board’s composition and skills under review

toensurealignment with the Group’s strategic priorities

• maintaining an external perspective through consideration

ofmarket developments, technological change and

customertrends.

FY26 internal review

In FY26 the Board carried out an internal review, facilitated using an online questionnaire from Lintstock to assess progress on the prior year.

Lintstock’s findings were shared with the Board, with a detailed discussion scheduled for the October 2026

Boardmeeting to consider and agree the resulting actions, including arrangements for their implementation

andongoing monitoring.

Discussion

August 2026

Lintstock analysed the surveys and delivered a focused report documenting the findings, including a number

ofrecommendations to increase effectiveness, supplemented by peer benchmarking to place the Board’s

performance in context.

Analysis

August 2026

Board members completed surveys assessing the performance of the Board, its Committees and the Chair.

EachDirector also completed a self-assessment questionnaire addressing their own performance.

Surveys

May 2026

Scoping and

tailoring

May 2026

The scope and objectives of the FY26 review were agreed following a planning meeting between Lintstock,

theChair and the Company Secretary.

The review assessed the effectiveness of the Board, its Committees and individual Directors, whilst also

evaluatingprogress against the actions identified in the externally facilitated FY25 Board evaluation.

Governance continued

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Nomination Committee Report

Dear Shareholder

FY26 was a year of significant transformation for Hays, and

theNomination Committee played a key role in ensuring the

Company maintained the leadership, governance and succession

arrangements necessary to support its long-term success.

A major focus of the Committee’s work was leadership succession,

culminating in the appointment of Mark Dearnley as Chief Executive

Officer. The Committee oversaw a rigorous succession process that

considered a diverse range of both internal and external candidates,

ensuring the Board was able to make a well-informed decision based

on the skills, experience and leadership qualities required to lead

Hays through its next phase of transformation. Following Mark’s

appointment, the Committee continued to support the evolution of

the ELT and maintained oversight of executive succession planning

and talent development across the Group to ensure a strong

pipeline of future leaders.

During the year, we also oversaw the internally led Board

effectiveness review, facilitated by Lintstock, which provided

valuable insight into the Board’s effectiveness and identified

opportunities to further enhance Board performance.

Michael Findlay

Chair of the Nomination Committee

19 August 2026

Role of the Committee

The key responsibilities of the Committee are to:

• Review the structure, size and composition (including

skills, knowledge, experience, diversity and balance of

Executive and Non-Executive Directors) of the Board

and its Committees and make recommendations to

theBoard with regard to any changes

• Consider succession planning for Directors and other

senior executives

• Identify and nominate for the approval of the Board

candidates to fill Board vacancies

• Keep under review the Directors’ external appointments

and the time commitment expected from the Chair and

the Non-Executive Directors

For more detail, a copy of the Committee’s Terms of

Reference is available on the Company’s website.

Membership and meetings

The Committee is appointed by the Board. It is chaired by

the Chair of the Board and comprises the Non-Executive

Directors, all of whom are independent, save for the Chair

who was independent on appointment. The names and

qualifications of the Committee’s current members are

setout in the Directors’ biographies on pages 78-80.

“FY26 was a year of significant

leadership change for Hays, and the

Committee’s priority was to ensure a

robust succession process, effective

governance and the continued

development of leadership

capabilityacross the Group.”

Key activities this year

The key areas of focus at the Committee’s meetings during the year

are set out below:

• Led the succession planning for a new Chief Executive Officer

• Reviewed Board composition with reference to the existing mix of

skills, knowledge, experience and diversity on the Board and the

skills needed to support the next phase of Hays’ strategy. The skills

matrix set out on page 90 details the key skills and experience that

our Board has determined are important to the execution of our

strategy. The skills matrix is reviewed at least annually to support

succession planning.

• Received an update from the Chief People Officer on succession

planning for Executive leadership roles.

• Received an update from the Chief People Officer on Culture

andEngagement.

• Considered Directors’ actual and potential conflicts of interest.

• Reviewed Board and Committee performance and effectiveness,

including conducting an internal performance review.

The Committee’s Terms of Reference are available on

our website.

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Directors’ key skills and experience

Mark

Dearnley

James

Hilton

Michael

Findlay

Helen

Cunningham

Joe

Hurd

Anthony

Kirby

Cheryl

Millington

Susan

Murray

Zarin

Patel

Strategy and M&A

Finance

Audit and risk

Market transformation

Technology and innovation

International experience

ESG

Strategic peopledevelopment and

organisational culture

Recruitment industry, sales

Customer

Nomination Committee Report continued

Board Composition

The Board recognises the importance of maintaining an appropriate

balance of skills, experience and perspectives to support the successful

delivery of the Group’s strategy and long-term sustainable success.

The composition of the Board and its Committees is kept under

ongoing review by the Chair and formally considered by the

Nomination Committee at least annually, including as part of the

Board performance review process. As part of this review, each

Director undertakes an annual assessment of their skills, knowledge

and experience to support a holistic evaluation of the Board’s

composition, as represented in the key skills and experience

tableabove.

Board and Executive Succession

In response to Dirk Hahn’s temporary medical leave, the Board acted

promptly to ensure continuity of leadership and stability, appointing

Michael Findlay as Interim Executive Chair on 10 November 2025. In

considering the most appropriate interim arrangements, the Board

also considered whether other executive leaders should assume

additional responsibilities but concluded that doing so could distract

from the effective execution of their existing roles and the day-to-

day management of the business. The Committee recognised that

this arrangement was not compliant with Provision 9 of the Code

and ensured that appropriate governance safeguards were put in

place, including a revised division of responsibilities between the

Interim Executive Chair and the Senior Independent Director, which

was approved by the Board, documented and published on the

Company’s website. Once Dirk returned from medical leave on

5 January 2026, normal governance arrangements were fully

restored. Further information on these arrangements and the

related UK Corporate Governance Code disclosure can be

foundonpage 77.

Following Dirk’s subsequent decision to step down as Chief Executive

Officer for personal reasons on 27 February 2026, Mark Dearnley,

Chief Digital and Technology Officer, was appointed Interim

ChiefExecutive Officer and an Executive Director. The Committee

immediately initiated a comprehensive search process for a new

Chief Executive Officer. Following consideration of a number of search

firms, the Committee appointed Lygon Group, an independent,

executive search firm with no other connection to the Directors or

Company. The Committee met with a shortlist of candidates drawn

from both internal and external talent pools. In line with the Board’s

Diversity Policy, the Committee also sought to ensure that the

candidate pool reflected a diverse range of backgrounds and

perspectives. Candidates were assessed on merit against a clearly

defined set of objective criteria, including leadership capability,

strategic insight, experience of leading change, stakeholder

management and alignment with Hays’ values and culture.

Followingthis rigorous assessment process, the Committee

unanimously concluded that Mark Dearnley was the strongest

candidate to lead Hays through its next phase of transformation.

Onthe Committee’s recommendation, the Board appointed

MarkasChief Executive Officer with effect from 18 May 2026.

Susan Murray, Chair of the Remuneration Committee, will not stand

for re-election at the 2026 Annual General Meeting, having served

on the Board for almost nine years as at 30 June 2026. Given that

FY26 is a remuneration policy renewal year, the Board agreed that

itwas appropriate for Susan to remain in post until the conclusion

ofthe AGM to oversee the shareholder consultation and approval

process. The Board is satisfied that Susan remains independent

notwithstanding her tenure, as she continues to demonstrate

independence of character, objective judgement and constructive

challenge in the Boardroom. Helen Cunningham, who has served

asa member of the Remuneration Committee since March 2024,

will succeed Susan as Chair of the Committee following the AGM.

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Conflicts of interest

The Board has established formal procedures for the declaration,

consideration and authorisation of Directors’ conflicts of interest.

Directors are required to notify the Chair and the Company

Secretary of any actual or potential conflict as soon as it arises

andare given the opportunity to declare any conflicts at the start

ofeach Board and Committee meeting. The Board considers all

conflict matters in accordance with the Company’s Conflicts of

Interest Policy and maintains a register of authorised conflicts.

Directors’ interests and authorised conflicts are reviewed formally

each year, with ongoing monitoring throughout the year. During

FY26, the Board reviewed all authorised conflicts and concluded

that they continued to be appropriately managed and that the

procedures in place remained effective. On Mark Dearnley’s

appointment as an Executive Director, the Board considered

andauthorised the conflicts of interest he declared and approved

appropriate mitigation measures and monitoring arrangements

toensure the conflicts are effectively managed.

External Commitments

The Company recognises the importance of ensuring that

Non-Executive Directors have sufficient time to discharge

theirresponsibilities effectively. Prior to appointment, prospective

Directors are required to disclose any existing commitments and

significant external interests. The expected time commitment for the

role is set out in each Non-Executive Director’s letter of appointment.

Directors are required to notify the Chair of any proposed new external

appointments or other significant commitments. The Chair considers

the potential impact of such commitments on the Director’s capacity

to continue to devote sufficient time to the role and approval is

required before any additional appointment is accepted. In making

this assessment, consideration is given to factors including the

nature and expected demands of the role, other board and

committee commitments, and any associated travel requirements.

The Committee and the Board are satisfied that the external

appointments and time commitments of the Non-Executive

Directors, and of the Chair, do not conflict with their duties

andcommitments as Directors of the Company.

Director re-election

Each Director is required under the Articles to retire at every

annualgeneral meeting and submit themselves for re-election by

shareholders. At the 2025 Annual General Meeting (AGM), all the

Directors stood for appointment or re-appointment, and were duly

elected or re-elected.

At the 2026 AGM, all current Directors, with the exception of

MarkDearnley and Susan Murray, will stand for re-election by

shareholders. Mark Dearnley, who joined the Board in February

2026, will stand for election by shareholders for the first time. Having

served on the Board for nine years, Susan Murray will retire from the

Board at the conclusion of the AGM. Following a planned succession

process, Helen Cunningham will succeed Susan as Chair of the

Remuneration Committee.

The Committee has considered the Directors’ tenure and

independence, and balance of skills, knowledge and experience of

the Board as well as taking into consideration the requirements of

the FCA Listing Rules. The Committee and the Board believe that

thecurrent composition of the Board is in the best interests of our

stakeholders, and that the Non-Executive Directors continue to

challenge appropriately and act independently.

CEO succession

planning Process and Outcome

Role requirements

The Committee worked with the Chief People Officer to establish a detailed candidate profile focused

ontheleadership capabilities required to guide Hays through its next phase of evolution. The successful

candidate needed to demonstrate a strong track record of leadership, experience of leading large and complex

international businesses, and the ability to drive transformation while maintaining a strong focus on operational

delivery and customer outcomes. Candidates were also assessed on their strategic thinking, ability to deliver

change, cultural alignment and stakeholder management skills, as well as their capacity to shape and execute

the Group’s future direction.

Candidate selection

Supported by external search firm Lygon Group, the Committee developed a candidate profile and assessment

criteria taking into account the Group’s strategic priorities and the Board Diversity Policy. A comprehensive

search process was undertaken, considering both internal and external candidates. Following an initial

assessment, the Committee identified a shortlist of candidates and undertook appropriate due diligence,

including consideration of their experience, leadership capabilities, time commitment and potential conflicts

ofinterest. Shortlisted candidates met with the Chair and other members of the Committee, as well as

Non-Executive Directors and selected members of the Executive Leadership Team.

Appointment

Following this rigorous selection process, the Committee unanimously recommended the appointment

ofMarkDearnley as Chief Executive Officer. In reaching its decision, the Committee considered Mark’s

strongleadership credentials and his experience of driving transformation across large, global organisations.

The Committee also took account of his successful tenure as Interim Chief Executive Officer and Chief Digital

and Technology Officer. The Board approved his appointment.

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Board diversity

The Board believes that a diverse Board, with members contributing a range of views, insights, perspectives and opinions, willimprove the

Board’s decision making and effectiveness. The Board is also committed to increasing diversity across all operations oftheGroup.

On behalf of the Board, the Nomination Committee is pleased to confirm that, as at 30 June 2026, all three of the targets contained within

theBoard Diversity, Equity & Inclusion Policy, which align with the diversity and inclusion targets set out in the Listing Rules, havebeen met.

Asummary of the Board Diversity Targets is set out in the table below.

Board Diversity Policy target

Target

met Board diversity as at 30 June 2026

At least 40% of the individuals on the Board of Directors are women. 44% of the individuals on the Board of Directors

arewomen.

A least one of the senior positions (Chair, Chief Executive, Senior

Independent Director, Chief Financial Officer) on the Board of Directors

isheld by a woman.

The Senior Independent Director is a woman.

At least 10% of Directors are from a minority ethnic background. Two members of the Board of Directors (22%) are from

minority ethnic backgrounds.

Board and Executive diversity disclosure

Detailed numerical information on the gender and ethnicity representation on the Board and Executive Leadership Team as at 30 June 2026 is

set out below in accordance with Listing Rule 6.6.6(10).

The data was collected via individual questionnaires as part of an annual declaration process and obtained on a voluntary self-reported basis.

The questionnaire set out the table as it is below and individuals were asked to indicate which categories are applicable to them. There have

been no changes in composition since the reference date.

Gender identity

Number of

Board members % of the Board

Number of senior

positions on the Board

(Chair, CEO, CFO, SID)

Number in Executive

Management

% of Executive

Management

Men 5 56% 3 6 67%

Women 4 44% 1 3 33%

Other categories 0 0 0 0 0

Not specified/prefer not to say 0 0 0 0 0

Ethnic background

Number of

Board members % of the Board

Number of senior

positions on the Board

(Chair, CEO, CFO, SID)

Number in Executive

Management

% of Executive

Management

White British or other White (including minority-

white groups) 7 78% 4 8 89%

Mixed/Multiple Ethnic groups 0 0 0 0 0

Asian/Asian British 1 11% 0 0 0

Black/African/Caribbean/Black British 1 11% 0 1 11%

Other ethnic group 0 0 0 0 0

Not specified/prefer not to say 0 0 0 0 0

Nomination Committee Report continued

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Board induction, training and development

The Chair and Company Secretary are responsible for ensuring

thatnewly appointed Directors receive a comprehensive and

tailored induction programme, designed to reflect their individual

experience, knowledge and Board and Committee responsibilities.

Induction programmes typically include meetings with members of

the ELT and other senior leaders to provide insight into the Group’s

operations, strategy, culture, key opportunities and risks. Directors

also receive information on their statutory and regulatory duties, the

Group’s governance framework, policies and procedures, together

with opportunities to visit operational locations and engage

withcolleagues across the business. The Board recognises the

importance of ongoing professional development and receives

regular updates throughout the year on matters relevant to

theGroup’s strategy, operating environment and governance

responsibilities. During FY26, Directors participated in a range of

training sessions and deep dive discussions led by both internal

subject matter experts and external advisers. Topics covered

included developments in AI and emerging technologies,

cybersecurity, governance and regulatory developments, and

broader trends impacting the recruitment industry and the future of

work. The Remuneration Committee also received updates from its

external advisers on executive remuneration developments, market

practice and governance matters.

Culture and Engagement

Another focus for the Committee was on culture and engagement,

receiving updates into listening, culture and engagement from the

Chief People Officer.

During FY26, it reviewed the outcomes of Hays’ culture audit,

monitored the launch of the new Valued Behaviours and leadership

framework and considered progress in embedding the Group’s

desired culture. The Committee also reviewed the results of the

2025 Your Voice engagement survey, including key themes

relatingto career development, leadership effectiveness,

communication, reward and technology enablement,

andmonitoredmanagement’s response.

In addition, the Committee received updates from the Chief People

Officer on leadership development, succession planning and talent

management, including the launch of the Leading Better Together

programme for senior leaders.

Board effectiveness review

During FY26, the effectiveness of the Board and its Committees was

evaluated through an internal review, with support from Lintstock.

Lintstock is an independently accredited reviewer and did not receive

any other payments related to other services during the year.

Detailsof the process and key outcomes are set out on page88.

Priorities for FY27

We continue to prioritise the development of the Board, its

Committees and the ELT, ensuring that our leadership reflects the

Group’s values, culture and strategic priorities. A key focus during

the coming year will be supporting the continued embedding of the

reshaped ELT and overseeing succession planning for the ELT to

ensure the Group maintains a strong pipeline of leadership talent for

the future.

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Audit & Risk Committee Report

Dear Shareholder

FY26 was a year of significant change for Hays, marked by

leadership transition, challenging market conditions and continued

cost and technology transformation across the Group. Against

thisbackdrop, the Audit & Risk Committee remained focused on

supporting the Board through rigorous governance, oversight of

riskand resilience and the integrity of the Group’s financial reporting.

During the year, the Committee reviewed the Group’s financial

reporting, challenged key accounting judgements and monitored

the effectiveness of the internal control environment. Particular

attention was given to the impact of market conditions on the

Group, the assumptions supporting forecasts, viability and going

concern assessments, and the effectiveness of risk management

and business continuity arrangements across the business.

Cybersecurity and technology resilience remained a primary

areaoffocus, as did data privacy and effective oversight of the

adoption of AI tools.

The Committee received regular updates on the evolving cyber

threat landscape, the effectiveness of the Group’s cybersecurity

controls, incident preparedness and response capabilities and the

progress of key technology and security initiatives. The Committee

remains highly alert to the impact that AI is beginning to have

oncybersecurity.

Role of the Committee

The key responsibilities of the Committee are to:

• Oversee the integrity of the Group’s financial reporting

and disclosures.

• Review the Annual and Half-Year Reports and advise the

Board whether they are fair, balanced and understandable.

• Oversee the effectiveness and independence of the

external audit and the effectiveness of Internal Audit.

• Monitor the effectiveness of the Group’s risk

management and internal control framework.

• Oversee the Group’s sustainability reporting and

relateddisclosures.

For more detail, a copy of the Committee’s Terms of

Reference is available on the Company’s website.

“As the pace of change accelerates,

our focus remains on strengthening

oversight and anticipating emerging

risks in an increasingly volatile world.

We’re committed to supporting the

Group’s resilience as our Momentum

strategy delivers growth and market

leadership in the years ahead.”

The Committee’s Terms of Reference are available on

our website.

The Committee continued to oversee the effectiveness of the

Group’s internal financial and operating control framework and

monitored the work of Internal Audit in providing independent

assurance across the business. We also maintained oversight of the

external audit, including auditor effectiveness and independence,

tosupport high-quality and transparent financial reporting. This year

we started the process of refreshing our principal risks as part of the

wider Momentum Strategy, resetting the board’s risk appetite and

keeping a sharper focus on emerging risks as geopolitical shocks

continue and as AI starts to transform the world of work.

Further details of the Committee’s work during FY26, together

withthe significant matters considered in relation to the Financial

Statements, are provided in the report that follows.

Our focus in FY27 will also include rigorous and regular oversight

ofthe transformation of all aspects of our business under the

Momentum Strategy.

Zarin Patel

Chair of the Audit & Risk Committee

19 August 2026

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Key activities during the year

• Monitored the integrity of the Group’s financial reporting,

including significant accounting judgements, going concern,

viability and distributable reserves

• Continuously reviewed and discussed reports from the CFO on

the Financial Statements, including consideration of significant

accounting judgements, the treatment and disclosure of

significant exceptional items, estimates and accounting

policiesapplied by management

• Reviewed the Annual Report and Half-Year Report

andrecommended to the Board that, as a whole, it is fair,

balancedand understandable, in accordance with the Code

• Challenged and scrutinised management’s assessment of

theGroup’s long-term viability and its ability to continue as

agoingconcern

• Oversaw external sustainability-related reporting, including

sustainability KPIs, methodologies, data sources and

assurancearrangements

• Managed the relationship for the statutory audit, including the key

audit risks and level of materiality applied by PwC, audit reports

onthe Financial Statements and the areas of particular focus for

the audit

• Assessed the effectiveness, quality and independence of the

external audit, including audit and non-audit fees, scope and

terms of engagement

• Assessed the effectiveness of the Internal Audit function and the

Group’s Risk Management processes

• Received regular updates on the timeline to reporting on Provision

29 of the Code, providing direction and oversight over proposed

definition of materiality, the draft material controls and level

ofassurance

• Received regular updates from management on insurance

arrangements, tax and treasury matters, as well as updates

onfraud, ethics and compliance and material litigation.

Financial reporting

The Committee reviewed the half-year and annual financial

results,including the Annual Report, with management, focusing

onthe integrity of financial reporting, compliance with legal and

reporting standards, and the application of accounting policies and

judgements. This year, the Committee examined management’s key

accounting policies, disclosure compliance, and areas of significant

judgement to ensure the half-year and annual results were clear

andcomplete. We paid particular attention to the treatment and

disclosure of exceptional items which are significant this year. The

level of restructuring and lower profitability increased judgement

and the Committee tested assumptions and estimates with rigour.

Following detailed review, the Committee recommended that the

Board continue to adopt the going concern basis for the annual

Financial Statements. The Committee also reviewed supporting

materials for the Annual Report’s statements on risk management,

internal control, and long-term viability – see pages 72-73 for

moredetails.

Membership and meetings

The Committee comprises three independent Non-Executive

Directors as detailed on pages 78-80. The Board considers

that Committee members collectively have competence

relevant to the Group’s sector and have a sufficient level of

financial expertise. Zarin Patel is a Chartered Accountant

and has recent and relevant financial experience.

The Committee discharges its responsibilities through a

series of scheduled meetings during the year, the agenda

of which is linked to events in the financial calendar of

theCompany. The Committee met four times during the

financial year and attendance by members at Committee

meetings can be seen on page 80.

The Committee commissions reports from external

advisers, the Group Head of Internal Audit and Group

management, as required, to enable it to discharge its

duties. The Chief Financial Officer attends its meetings, as

do the External Auditor, the Group Head of Internal Audit,

Chief Risk Officer, the latter two having the opportunity to

meet privately with the Committee Chair, in the absence of

Group management. The Chair of the Board and the Chief

Executive Officer are also invited to, and regularly attend,

Committee meetings.

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Sustainability and non-financial reporting

The Committee recognises the increasing importance of

sustainability and other non-financial disclosures in providing

shareholders and stakeholders with a balanced understanding of

theGroup’s performance, strategy and long-term prospects. During

the year, the Committee reviewed the Group’s sustainability-related

reporting, including disclosures aligned to the recommendations of

the Task Force on Climate-related Financial Disclosures (TCFD). The

Committee also monitored progress in enhancing data quality and

reporting capabilities and reviewed the Group’s preparedness for

emerging sustainability reporting and assurance requirements.

Fair, balanced and understandable

To support the Board’s confirmation that the Annual Report

andAccounts, taken as a whole, is considered to be fair, balanced

and understandable, and provides the information necessary

forshareholders to assess the Company’s position, performance,

business model and strategy, the Committee oversaw the process

by which the Annual Report and Accounts was prepared.

During 2026 the Committee considered the following in reaching

itsassessment:

• Reviewing, understanding and challenging the key judgements

taken and estimates made and ensuring transparent disclosure,

with particular focus on the significant level of exceptional items

this year

• Ensuring an appropriate balance of GAAP and non-GAAP

financial measures, reconciliations and rationale for alternative

performance measures

• Considering each element of the ‘fair, balanced and

understandable’ test to ensure reporting was comprehensive,

andin compliance with accounting standards and other

regulatory requirements

• Assessing the collaborative drafting process across Investor

Relations, Company Secretariat and Finance, with input from

other functions and external advisers, to confirm a clear and

unified link between the Annual Report and the Company’s

otherexternal reporting, and between its three main sections

The Committee therefore recommended to the Board (which the

Board subsequently approved) that, taken as a whole, the 2026

Annual Report and Accounts is fair, balanced and understandable

and provides the necessary information for shareholders to assess

the Company’s position and performance, business model

andstrategy.

Viability and going concern

The Committee reviewed the Group’s viability assessment, including

the strategic plan and the key assumptions underpinning it, with

particular focus on net fees, consultant productivity, delivery of the

Momentum strategy, cost savings, technology investment, liquidity

and cash flow management. The Committee considered how the

Momentum strategy is intended to support a more focused and

resilient business through market leadership, a narrower portfolio

ofcountries and specialisms, improved productivity, structural cost

efficiency and continued investment in technology and AI-enabled

capabilities. In doing so, the Committee took account of market

analysis completed during the year, including external assessment

ofthe Group’s competitive position, client needs and the potential

impact of accelerating AI adoption and technology-enabled

disruption on the recruitment sector.

The Committee reviewed and challenged sensitivities applied to

these assumptions, both individually and in combination, taking

intoaccount the Group’s principal risks as set out on pages 64-71.

This included consideration of a worsening macroeconomic

environment, business model disruption, technology-enabled

disintermediation, the accelerating adoption of AI, a major cyber

incident, business transformation risks and the potential impact of

climate-related risks. The Committee also reviewed the Group’s

reverse stress test. The conclusion from the reverse stress test is

that the likelihood of the scenarios occurring is remote and therefore

they do not represent a realistic threat to the viability of the Group.

In assessing viability, the Committee took into account the Group’s

strong balance sheet, available liquidity, substantial headroom

against its revolving credit facility and banking covenants,

togetherwith the mitigating actions available to management

indownside scenarios.

The Committee evaluated the Group’s going concern assessment

over the 12-month period from the date of approval of the Annual

Report, based on budgets, business plans, cash flow forecasts

andstress testing aligned to the Group’s principal risks. Having

reviewed and challenged the assumptions and analysis performed

by management, the Committee was satisfied that the going

concern basis of preparation remains appropriate.

FRC letter

During the year, the Corporate Reporting Review team of the

Financial Reporting Council (FRC) wrote to the Company noting

thata review of the company’s annual report and accounts for

theyear ended 30 June 2025 had been carried out in accordance

with the FRC’s Corporate Reporting Review Operating Procedures.

The review did not identify any questions or queries that the FRC

wished to raise with the Company and recommendations to

improvedisclosures have been implemented.

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Significant issues considered during the year

In reviewing both the half-year and full-year Financial Statements, the following issues of significance were considered by the Committee and

addressed as described. These matters are described in more detail in notes 1 to 3 of the Consolidated Financial Statements.

Issue Nature of the risk How the Committee addressed the issue

Debtor

recoverability

The recoverability of trade debtors and the level of

provisions for bad debts are areas of judgement due

tothe pervasive nature of these balances within the

Financial Statements and the importance of cash

collection in the working capital management of

thebusiness.

The Committee considered the level and ageing of debtors, together

with the appropriateness of the provisioning matrix and the consistency

of judgements used to measure expected credit losses, including

whether these remained appropriate in weaker markets. Having

discussed the level of provisions with management and the External

Auditor, the Committee satisfied itself that the provision levels

areappropriate.

Provisions

While there are no individually material balances

withinprovisions, and management does not consider

itreasonably possible that any of the provisions will

materially change in the next 12 months, the calculation

of each provision requires the use of assumptions and,

incertain cases, advice from third-party experts.

The Committee considered the level of provisions, the assumptions

used in the calculations and, where relevant, the advice received from

third-party experts. Having discussed the value of the provisions with

management and the External Auditor, the Committee is satisfied that

the value of provisions is appropriate.

Exceptional

items

During the year, the Group incurred an exceptional

charge of £89.6m, comprising operational restructurings

(£45.1m), the rationalisation of the global property

portfolio (£26.6m), loss on disposal of operations in

sixEuropean countries (£8.0m), goodwill impairment in

Belgium and the Netherlands (£6.9m) and impairment of

intangible assets (£3,0m). The classification of items as

exceptional requires judgement, including considering

their nature, circumstances, scale and impact on the

Group’s results.

The Committee considered the nature and circumstances of the

itemsdeemed by management to be exceptional, together with the

judgements and estimates made in calculating the related charges.

Having robustly challenged the treatment of exceptional items with

management and the External Auditor, the Committee concluded that

the items disclosed as exceptional are appropriate, consistent with

theGroup’s accounting policy and appropriately described in the

Financial Statements.

Accounting

for country

exits and

disposals

During the year, the Group completed the disposal of

operations in the Czech Republic, Denmark, Hungary,

Luxembourg, Romania and Sweden and announced that

it was exploring strategic options in relation to Belgium,

Brazil, Greater China, Malaysia, the Netherlands,

Singapore and the UAE. The accounting for these

matters required judgement, including the assessment

of whether operations met the criteria to be classified as

discontinued operations or, in the case of the countries

where strategic options are being explored, as held for

sale under IFRS 5, and the accounting for disposal

gainsor losses and related costs.

The Committee reviewed the IFRS 5 paper prepared by management

inrespect of the country exits and disposal processes. The Committee

considered the status of disposal plans at the reporting date, whether

the relevant operations represented a separate major line of business or

major geographical area, and whether any assets or liabilities should be

classified as held for sale. The Committee discussed these judgements

with management and the External Auditor, including the evidence

supporting the conclusions reached. Following this review, the

Committee concluded that the results should continue to be

presentedwithin continuing operations, that no assets or liabilities

should be classified as held for sale at 30 June 2026, and that the

related disclosures were appropriate.

Recoverability

of investments

in subsidiaries

(Company

only)

At 30 June 2026, Hays plc held investments in

subsidiaries with an aggregate carrying value of

£678.2 million. The market capitalisation of Hays plc

atthe reporting date was below this carrying value,

representing an impairment indicator under IAS 36 and

requiring management to assess the recoverability of the

investments. Determining whether any impairment was

required involved judgement, including assessment of

forecast profitability, future cash generation, valuation

support from the underlying businesses and the extent

to which the year-end market capitalisation reflected

therecoverable amount of the investments.

The Committee reviewed management’s impairment assessment

forthe Company’s investments in subsidiaries. The Committee

considered the performance and outlook for the UK business, including

progress against budget, the medium-term strategy and cost reduction

programme, together with the profitability and cash generation of the

international portfolio. Particular focus was given to the significance

ofthe market capitalisation indicator and the evidence supporting

management’s conclusion that the recoverable amount of the

investments exceeded their carrying values. The Committee discussed

the assessment with management and the External Auditor and

concluded that no impairment of the Company’s investments

wasrequired at 30 June 2026.

Goodwill

impairment

The Group holds goodwill balances arising from historic

acquisitions. The assessment of whether goodwill

isimpaired requires management to estimate the

recoverable amount of cash-generating units using

discounted future cash flow projections. This requires

judgement over key assumptions including future

operating profit, growth rates and discount rates.

Duringthe year, management recognised a goodwill

impairment charge of £6.9 million in respect of Belgium

and the Netherlands following impairment reviews

performed as part of the annual assessment process.

The Committee reviewed management’s goodwill impairment

assessment, including the methodology used to determine

recoverableamounts and the key assumptions applied within the

valuation models. Particular attention was given to the Belgium and

Netherlands cash-generating units, where impairment charges were

recognised during the year. The Committee considered forecast cash

flows, growth assumptions, discount rates and sensitivity analysis,

together with the findings of the External Auditor. Having challenged

management on the assumptions used and the level of headroom

available under alternative scenarios, the Committee concluded that

the impairment charges recognised and the remaining carrying values

of goodwill were appropriate.

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Internal Audit

The Committee oversees and monitors the work of the Internal Audit

function. Its remit is to provide independent and objective assurance

over the Group’s principal risks and controls. Its purpose, authority

and responsibilities are defined in the Group Audit Charter, which

isreviewed and approved by the Committee.

The Group Head of Internal Audit has direct access to the

Committee and meets regularly with both the Committee and its

Chair, without the presence of management, to consider the work

ofInternal Audit. The Committee approved the programme of work

for the Internal Audit function in respect of FY26, as it continues to

focus on addressing both financial and overall risk management

objectives across the Group. The internal audit plan remains

underreview duringthe year, allowing the Committee to

addressany changes inrisk profile, business objectives

andtheexternal environment.

During the year, 20 Internal Audit reviews were undertaken with

theFY26 plan focused around rotational country audits, hub-based

sourcing and delivery teams (reflecting increased use across the

business) technology infrastructure programmes and cybersecurity,

IT disaster recovery and business continuity planning, finance

transformation programme, compliance projects, and client

contract management. Extensive internal audits were also

undertaken on AI governance and data privacy.

The Committee reviews Internal Audit reports and recommendations

in detail, and monitors management’s responsiveness to these to

ensure action is taken in a timely manner to improve Hays’ control

environment. The Group Head of Internal Audit attends each

Committee meeting, updating on progress against the audit

planand reporting on any key control weaknesses identified

andprogress with mitigating actions.

Internal Audit’s effectiveness was assessed via a questionnaire

covering audit work, risk management support, advisory work and

value. The questionnaire was completed by the senior management

team and results reported and discussed by the Committee at the

May 2026 meeting. The Committee concluded that Internal Audit

was an effective provider of assurance over risks and controls

andrecommended there was more focus on the outcomes

recommended, on bringing best practice into process redesign

andcontinuing to review the areas of material risk and controls as

the Group prepares for reporting on effectiveness of the control

environment. Looking ahead, the Internal Audit team is building

newskills in the assurance of AI-enabled workflows and end to

endprocess transformation. The Group Head of Internal Audit

hasconfirmed that the Internal Audit function is operating in

linewith the new Global Internal Audit Standards.

Risk management and internal

controleffectiveness

The Board is responsible for the adequacy and effectiveness of the

Group’s internal control system and risk management framework.

Inorder to fulfil its responsibilities the Board has delegated authority

to the Committee.

The Committee considered the Group’s risk assessment process,

which included coverage across the regions, countries and

functionswithin the Group, reviewing the effectiveness of the risk

methodology employed, the risk mitigation measures implemented

and future risk management and monitoring. Theassessment

considers each risk on a gross basis (pre-mitigations), the

effectiveness of the mitigations in place and the resulting net risk

(post-mitigations) to the business. Each net risk is then reviewed

against the Group’s risk appetite position and, where necessary,

ifthe net risk is greater than the risk appetite, additional mitigation

plans will be put in place. The Committee explores specific principal

and corporate risks of the Group in detail, inviting the management

team to discuss the risks, mitigations and further proposed actions.

This year we also started the process of refreshing our principal

risksas part of the wider Momentum Strategy, resetting the board’s

risk appetite and keeping a sharper focus on emerging risks as

geopolitical shocks continue and as AI starts to transform the

worldof work.

The Company has established an internal control environment

toprotect the business from the material risks which have been

identified. Management is responsible for establishing and

maintaining adequate internal controls over financial reporting

andfor ensuring the effectiveness of these controls. The material

financial reporting, non-financial, operational and compliance

controls have been defined and endorsed in principle by the

Committee, and controls gaps and areas which require further

remediation are being worked through as part of compliance

withnew Provision 29 requirements. A detailed update on the

programme of work for Provision 29 compliance is provided below.

The Committee receives updates on internal control matters

through reports from the Group Internal Controls and Internal

Auditfunctions, ensuring that issues are identified in a timely

fashion,remedial action is taken in the event that control failures

orweaknesses are identified, and progress can be monitored by

theCommittee.

Further to the reports received by the Committee, the Committee

confirms that it identified no material financial control failings or

weaknesses during the year and up to the date of approval of

theAnnual Report that may significantly impact the Financial

Statements. The systems of internal financial and operating controls

operate across the Group and are designed to manage rather than

eliminate the risk of failure to meet business objectives. They can

only provide reasonable and not absolute assurance against

materialerrors, losses, fraud or breaches of laws and regulations.

Further to the Committee’s review, the Board is satisfied that

theCompany’s systems of internal financial and operating control

and risk management continue to be effective. It acknowledges the

internal controls project is progressing to enhance material internal

financial and operating controls, as detailed on page 99.

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Cybersecurity

The Committee and Board recognise the growing importance

ofmaintaining strong cyber resilience in an increasingly complex

threat environment. During the year, the Committee received

regular updates on the strengthening of the Group’s cybersecurity

framework (including progress towards certification standards), key

cyber risks and the effectiveness of controls designed to protect the

business. Work is also progressing on embedding effective first and

second lines of defence in addition to an established and regular

third line. Cybersecurity oversight will remain a primary area of focus

during FY27 as the external threat landscape continues to evolve

with the Committee remaining highly alert to the impact that AI is

beginning to have on cybersecurity.

Compliance and Data Privacy

During the year, the Director of Compliance and ESG provided

bi-annual updates to the Committee with a thematic, comparative

and trend based analysis of fraud, ethics and compliance incidents

reported across Hays. The Committee reviewed the proposed

actions and will monitor progress against each of the deliverables

throughout FY27.

The Committee also received regular updates from the Group Data

Protection Officer on the effectiveness of the Group’s data privacy

framework, developments in the regulatory landscape, data

protection incidents and ongoing compliance activities.

Following an extensive internal audit of data privacy management

across the Group, the Group Head of Data Protection & AI

Governance isestablishing a Group wide Data Protection function

with strong foundations and new expertise and capabilities to enable

the Groupto keep pace with increasing regulation as the pace of

AIadoption increases.

Provision 29 Compliance Readiness Summary

Hays has undertaken a structured programme of work to prepare for the UK Corporate Governance Code Provision 29 requirements,

which require the Board to report annually on the effectiveness of the Group’s material internal financial and operating controls.

The programme has focused on establishing appropriate governance arrangements, identifying material risks, designing and

documenting material controls, strengthening monitoring activities and implementing technology-enabled oversight across the Group.

The establishment of a cross-functional Provision 29 Readiness Group has ensured a joined-up approach, bringing together

representatives from Group Risk, Group Internal Controls, Group Internal Audit, Technology, Group Compliance and Company

Secretariat. This group oversees key readiness activities, promotes alignment across the Three Lines of Defence and coordinates

development of the governance, assurance and reporting framework supporting future Provision 29 disclosures. For material financial

controls the Three Lines of defence is well embedded and a similar standard is still being developed for cybersecurity, AI governance

and Data Privacy management.

Key Activity Outcome/Benefit

Defined materiality across financial, non-financial,

operational and compliance risk categories

Established a consistent basis for identifying risks requiring formal oversight.

Creation of a Principal-to-Material Risk Bridge Mapped principal risks to underlying material risks and isolated those requiring material

controls. Other corporate risks were added to ensure completeness.

Documentation of material controls Defined ownership, frequency and expected operation of material/key/non-key controls.

Establishment of a second-line Group Internal

Controls function

Provided independent oversight, challenge and assurance over material controls.

Implementation of a Group risk and control

GRCplatform

Created a single source of truth for controls, testing, remediation and reporting.

Launch of half-yearly Control Self-Assessments

(CSA)

Enabled a global view of control compliance and control effectiveness.

Through FY26, the new second-line Group Internal Controls function has successfully completed dry-runs of its Financial

ReportingInternal Controls (ICFR) and IT General Controls (ITGC) monitoring programmes, including Control Self-Assessments and

independent controls testing. These activities have provided valuable insight into the effectiveness of the control environment, identified

opportunities for enhancement and supported remediation planning ahead of the first mandatory Provision 29 reporting cycle in FY27.

Collectively, these initiatives have strengthened accountability, improved visibility of the control environment and established the

governance, monitoring and assurance mechanisms required to support future Provision 29 reporting.

Hays plc

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Audit & Risk Committee Report continued

Audit Committee effectiveness

The Committee considered its effectiveness and future priorities

during the year. With the launch of the Group’s Momentum strategy,

bringing sharper focus to growth and profitability and transforming

all aspects of our business, the Committee has started the process

of re-shaping how it will work to enable a deeper focus on the

principal and emerging strategic risks and related material controls.

The Committee will increase the time available and bring in access

torelevant expertise in technology and AI.

The Committee confirms that for the year ended 30 June 2026

ithas complied with the Audit Committee and the External Audit

Minimum Standard ensuring significant issues and accounting

policies are considered, how independence and objectivity is

assessed and how audit quality is actively monitored.

External Audit

The Committee oversees the Group’s relationship with the External

Auditor, PwC, including its effectiveness, independence, terms of

engagement, and appointment or reappointment. Throughout the

year, the Committee reviewed reports from PwC covering the audit

plan, interim and year-end reporting, audit fees, auditor independence,

non-audit services, management letters and audit progress.

PwC was first appointed as the Group’s external auditor in 2016.

During FY26, the Committee oversaw a comprehensive audit

tenderprocess and, following its conclusion, recommended the

reappointment of PwC as external auditor. This recommendation

was subsequently approved by shareholders at the 2026 AGM.

TheCompany remains compliant with the Competition and Markets

Authority’s Statutory Audit Services Order 2014 (the CMA Order).

Jon Sturges served as lead audit partner for the FY26 audit, having

held the role since FY22. Following completion of the FY26 audit,

Alex Lazarus will succeed Jon as lead audit partner.

Effectiveness and audit quality

The Committee considered the quality, effectiveness, independence

and objectivity of the External Auditors through the review of

allreports provided, regular contact and dialogue both during

Committee meetings and separately without management. The

Committee also considered PwC’s audit quality indicators such as:

experience of the audit team and their sector and plc experience;

conclusions of the FRC’s Audit Quality Inspections; ICAEW reviews;

and firm wide quality management systems.

The Committee received a comprehensive audit plan from PwC

setting out the proposed scope and areas of focus for the FY26

audit, as well as a description of the key areas of risk they had

identified. The audit plan and the areas of risk identified by the

auditor were reviewed and, where appropriate, challenged by the

Committee to ensure the underlying assumptions and estimates

were robust.

In their reports to the Committee at both the half year and full year,

PwC considered the key areas of risk to be appropriately addressed

and raised no significant area of concern in these, or any other areas

of their review and audit. During the year there was a healthy degree

of challenge from PwC in key areas of the audit and in respect

ofmanagement’s assumptions, estimations and judgements,

particularly in relation to exceptional items which are significant

tothe understanding of the Group’s performance.

The Committee has the opportunity throughout the year to

meetwith the lead audit partner without management present.

Thisprovides opportunity for open conversations and allows the

Committee to assess whether the External Auditor has appropriately

challenged management’s analyses and demonstrated professional

scepticism. In addition the Chair of the Audit and Risk Committee

aims to meet the PwC audit partners in key countries to enable audit

quality and the effectiveness of the audit to be assessed directly.

As well as this regular monitoring, the annual effectiveness review in

respect of FY26 was conducted during the year under the guidance

of the Committee Chair, on behalf of the Committee, and covered

amongst other things a review of the audit partners, audit resource,

planning and execution, Committee support and communications,

and PwC’s independence and objectivity.

Based on these reviews, the Committee confirmed that, overall, the

External Auditor had performed the FY26 audit effectively and to

ahigh quality. Consequently, the Committee recommended to the

Board that PwC be reappointed as External Auditor. Resolutions will

be put to the 2026 AGM proposing the reappointment of PwC and

authorisation for the Audit and Risk Committee to determine the

External Auditor’s remuneration.

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Independence and objectivity

The Committee oversees the Group’s Non-audit Services Policy,

which is designed to safeguard the independence and objectivity of

the external auditor. The Policy sets out the circumstances in which

the external auditor may be engaged to provide non-audit services

and identifies those services which are prohibited under applicable

regulatory requirements.

The key features of the non-audit services policy are as follows:

• the provision of non-audit services provided by the Company’s

External Auditor be limited to a value of 70% of the average audit

fees over a three-year period

• any non-audit project work which could impair the objectivity or

independence of the External Auditor may not be awarded to

theExternal Auditor

• non-audit services in excess of £100,00 require

Committeeapproval

The Committee regularly reviews non-audit services provided by

theexternal auditor and the associated safeguards to ensure that

auditor independence is maintained. During the year, PwC identified

prohibited non-audit services (under paragraph 5.40 of the FRC

Ethical Standard 2019 and 2024) that were provided by certain PwC

network firms to a small number of immaterial Group entities. Due to

the nature and scope of the services, PwC confirmed that this had

not affected their professional judgement or integrity regarding their

Group audit for the year ended 30 June 2026. Upon review, the

Committee concurred with PwC’s assessment and concluded that

PwC remained independent and objective and that its professional

judgement in relation to the Group audit had not been compromised.

External audit fees

The three-year average audit fee was £2.7 million. Accordingly, the

maximum value of non-audit services that PwC could have been

engaged by Hays to provide during FY26 was £1.9 million. The

totalfee for non-audit services provided by PwC during FY26 was

£0.4 million (2025: £0.3 million), largely reflecting the FY26 half-year

review fee of £0.1 million (2025: £0.1 million). A small number of other

assurance services were provided as permitted under the 2019 FRC

Ethical Standard for which total costs were £213k (2025: £158k). The

Company did not pay any non-audit fees to PwC on a contingent

basis. A summary of the fees paid to the External Auditor is set out

innote 7 to the Consolidated Financial Statements.

Priorities for FY27

The Committee will continue to discharge its responsibilities

underits terms of reference. With Trust and Integrity central to the

Momentum strategy, and in a complex and regulated operating

environment, strong governance is essential to protecting the

Group’s licence to operate.

Key areas of focus in FY27 include:

• continuing focus on cash generation, restructuring costs and

benefits and financial resilience

• continuing to enhance the Group’s risk management and

refreshing our principal risks as part of the wider Momentum

strategy, resetting the board’s risk appetite and keeping a sharper

focus on emerging risks as geopolitical shocks continue and as

AIstarts to transform the world of work.

• continuing to enhance internal control framework, including

readiness for reporting under Provision 29 of the UK Corporate

Governance Code; embedding a strong Three Lines of Defence

model for areas of material operating controls will be an

important priority

• maintaining oversight of cybersecurity risks and the effectiveness

of the Group’s cyber controls and resilience capabilities and

staying alert to how AI is changing the threat landscape and

theneed to bolster defences

• monitoring the governance, risks and assurance associated with

key strategic and transformation programmes, including Hays

Digitise and the business model transformation to deliver our

Momentum strategy

• monitoring the use of digital, data and AI-enabled technologies,

including the effectiveness of related governance and

controlframeworks

• overseeing the continued maturity of the Group’s data protection

and privacy framework

• ensuring the Internal Audit plan remains aligned to the Group’s

principal risks, strategic priorities and areas of change and that

theInternal Audit team has the necessary skills and expertise

toenable deeper audits

• overseeing the quality, integrity and assurance of sustainability-

related reporting, including climate-related disclosures and

evolving regulatory requirements such as CSRD and UK

Sustainability Reporting Standards (UK SRS)

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Sustainability Committee Report

Dear Shareholder

The Sustainability Committee, established in 2024, has played a

keyrole in embedding sustainability priorities across the Group and

setting the tone from the top. Its remit has included oversight of our

path to Net Zero, culture and workforce engagement, long-term

social value, proactive governance and risk management and

theintegrity of our sustainability reporting and disclosures.

As sustainability has become more deeply embedded in our

operations and culture, and as Hays sharpens its strategic focus under

the new Momentum strategy, the Board has taken the decision to

disband the Committee from FY27 onwards. This reflects the maturing

of our sustainability agenda and the opportunity to govern it as a

strategic capability – with the Board retaining ultimate oversight

anddelivery sitting closer to operational leadership.

The Committee’s responsibilities will be redistributed across

theBoard and its Committees, with the Audit & Risk Committee

taking on oversight of sustainability-related assurance, risk and

reporting integrity, and the Board assuming oversight for workforce

engagement as part of its broader culture remit, while retaining

ultimate responsibility for the Group’s sustainability strategy and

priorities. Delivery of our sustainability strategy will sit with a new

Executive ESG Committee, bringing sustainability activity across

theGroup under a single, clearly accountable structure with

definedreporting lines into the Board.

“Since its establishment in 2024, the

Committee has played an important

rolein strengthening Hays’ approach

tosustainability, helping to embed

sustainability priorities into our

governance framework, reporting

andwider business activities.”

I would like to thank my fellow Committee members and all

colleagues across Hays who have contributed to the substantial

progress made in advancing our sustainability agenda over the

pasttwo years. Together, we have strengthened the Group’s

sustainability framework, governance and reporting, creating a

strong foundation for sustainability to become even more deeply

embedded in the Group’s strategic and operational decision-making.

Joe Hurd

Chair of the Sustainability Committee

19 August 2026

Role of the Committee

During FY26 the Committee supported the Board in

overseeing the Group’s sustainability framework, including

strategy, stakeholder considerations, sustainability-related

reporting and emerging regulatory developments.

Membership and meetings

The Committee comprised three independent Non-Executive

Directors as set out on pages 78-80. All other Directors were

invited to attend if they wished. The Committee held two

scheduled meetings during the year.

Key activities during the year

During the year, the Committee:

• Reviewed progress against Hays’ sustainability strategy

andFY26ESG objectives, including performance against the

Group’sgreenhouse gas emissions reduction targets and

NetZero pathway;

• Monitored the continued enhancement of the Group’s

sustainability reporting and governance framework, including

improvements to climate data quality, controls and assurance

arrangements following the appointment of a new GHG

reportingprovider;

• Reviewed the findings of ERM CVS’s independent assurance over

greenhouse gas emissions reporting for FY25 and monitored

management’s response to identified recommendations;

• Oversaw the Group’s preparedness for evolving sustainability

reporting requirements, including developments relating to the

CSRD and UK Sustainability Reporting Standards (UK SRS), and

reviewed the outcomes of the double materiality assessment

andEcoVadis ESG assessment;

• Reviewed sustainability-related disclosures for inclusion in

theFY26 Annual Report, including climate-related reporting

aligned with the TCFD recommendations;

• Monitored the Group’s approach to modern slavery risk

management, including progress under Hays’ partnership

withthe Slave-Free Alliance, emerging risks within the supply

chain and approval of the Group’s Modern Slavery Statement;

• Considered feedback from workforce engagement activities,

including themes arising from the YourVoice survey and broader

colleague engagement initiatives, and their relevance to the

Group’s sustainability priorities;

• Received updates on stakeholder expectations and external

sustainability developments, including emerging regulation,

reporting standards and ESG market trends; and

• Supported the Board in embedding sustainability considerations

into strategic decision-making and the Group’s wider

governanceframework.

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Remuneration Committee Report

Dear Shareholder

FY26 was the final year under the operation of the Remuneration

Policy which was approved at the 2023 AGM with a favourable vote

of 93.20%.

Last year’s FY25 Remuneration Report received a favourable

advisory vote of 99.98%.

Backdrop to FY26 targets and FY26

businessreview

The FY26 targets were determined at the start of the year, with

anuncertain but optimistic outlook of the economy going forward.

FY26 turned out to be another year of economic and political

uncertainty which weighed on client and candidate confidence.

Dueto the uncertain environment throughout FY26, expectations

across the sector and consensus fluctuated. At the end of the year the

Group delivered an overall Adjusted Operating Profit achievement

of£48.6 million marginally above the budget set for the year.

Despite the trading challenges management has continued

todeliver significant strategic and operational transformation,

improving operational efficiencies, reducing overhead cost, and

increasing consultant productivity. This has contributed to strong

cash performance across the Group meaning that we exceeded

ourCash Conversion targets.

As we look forward, our Momentum strategy is our response to a

changing world and evolving client expectations and provides us

with a sharper focus to pioneer the future of specialist recruitment

and workforce solutions.

“Remuneration outcomes are determined

after careful consideration by the

Committee of underlying Company

performance and the broader

stakeholder experience.”

Change of CEO

On 27 February 2026 Dirk Hahn stepped down as CEO for personal

reasons. Dirk contributed widely to Hays over a period of 28 years.

Iwould like to take this opportunity to thank Dirk for his significant

contribution to Hays and wish him every success in the future.

Dirk’sdeparture terms were in line with the Policy and are also

summarised in section 2.6 of this report.

After a comprehensive internal and external search process,

theBoard appointed Mark Dearnley as CEO on 18 May 2026. This

followed a successful period as Interim CEO. Mark brings extensive

experience in leading digital and business transformation across

multiple industries, which will be invaluable as the Group enters the

next phase of its strategic journey. His base salary was set marginally

below that of the outgoing CEO and the rest of his remuneration

package, which is set out in this report, is in line with the

Remuneration Policy.

FY26 Annual Bonus

The FY26 Annual Bonus was based on Adjusted Operating Profit,

Cash Conversion, and individual strategic objectives.

As stated above, the external trading environment proved uncertain

in FY26. However, continued management action taken through the

year to right size the business, restructure operations and closely

manage costs meant that the Group’s Adjusted Operating Profit

performance was marginally above the budget set at the start of

theyear. The payout for this element of the bonus was 35.8%

ofmaximum.

The Group’s cash performance was strong in the year. Working

capital inflows supported by strong cash collection and a strong

aged debt profile drove a Group Cash Conversion of 189%, which

delivered a maximum payout result against this element of the FY26

Annual Bonus.

The Committee reviewed bonus outcomes in the context of the

Company’s underlying performance, strategic progress during

theyear and shareholder returns when assessing payments.

Profittargets were met, and cash performance has been very

strong. In addition, significant progress has been made in managing

our cost base and setting the foundations to drive the Company

forward in line with the refreshed strategic plan.

Consultant net fee productivity has improved and our Technology

transformation, which is a key pillar of our future working model,

hascontinued to progress well. Pay for performance is a key factor

in the Committee’s deliberations and, after careful consideration, the

Committee believes that the out-turn of the Annual Bonus of 65% of

maximum for the CEO and 66% of maximum for the CFO is in line

with the Company’s performance and management diligence. The

Committee also noted that for the Executive Directors 50% of the

award is normally deferred into shares, further increasing alignment

with our shareholders.

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Remuneration Committee Report continued

Policy renewal

At the AGM in November 2026, the Remuneration

Committee will be seeking shareholder approval

for our Remuneration Policy, under the normal

three-year renewal cycle. We conducted a

reviewof the Policy to ensure it supports our new

strategy, the nature of our business, and aligns

with market and best practice. We determined

that our current Policy remains broadly fit for

purpose and, therefore, are proposing only

minorchanges.

The only Policy change is a minor adjustment to

the operation of the deferred annual bonus (DAB)

plan to align with evolving market practice.

Under the current policy, 50% of any annual bonus

is deferred into shares for three years. In future

years, it is proposed that the deferral into shares

will reduce from 50% to 20% once an Executive

Director has reached the shareholding

requirement. The Committee is satisfied that

thecombination of continued bonus deferral,

malus and clawback provision, PSP awards and

substantial shareholdings means that executives

will continue to have sufficient alignment with

shareholders following this change.

We are mindful that the external trading

environment continues to evolve and, in this

context, the Committee will continue to monitor

the effectiveness of the current approach to

payfollowing the 2026 AGM. To the extent that

more material changes to our approach to pay are

considered, we would engage with shareholders

about our proposals and seek approval for a new

policy where necessary.

Other Committee activities in FY26

In addition to the activities outlined above, the Committee published

its UK Gender Pay Gap report in April 2026 and has continued to

monitor actions being taken within the Company to close the gap.

The Committee considered the Hays Australia Workplace Gender

Equality Report, prior to publication on the Hays plc website. It also

received an update on alignment with the requirements of the EU

Pay Transparency Directive.

Overall, the Committee maintains an interest in wider workforce

remuneration and market conditions, and received an update on

structural changes as well as a briefing on each of Hays’ locations

prior to determining the pay review for FY27.

Remuneration for FY27

In line with the pay review for the wider eligible workforce, the

Committee determined that it was appropriate to increase James

Hilton’s base salary by 2%. Mark Dearnley’s base salary will remain

unchanged for FY27. There are no other changes to benefits, and

pension contributions remain at 4% of salary in line with the wider

eligible workforce.

During FY26, we took time to review our incentive plans to

ensurethat they align with our strategic objectives. We refreshed

our annual bonus and LTIP measures and weightings in FY26,

following a detailed review and investor engagement. We are

comfortable with how they operated in FY26 and are retaining

thesame structure for FY27.

Annual Bonus potential is 150% of salary. Annual Bonus targets will

be retrospectively disclosed in the FY27 report. Eighty percent of the

bonus will continue to be weighted on financial metrics with a focus

on Group Adjusted Operating Profit and Cash Conversion.

The Committee has taken considerable time to think carefully about

the profit targets for FY27. The volatility of the economic markets

makes it challenging to accurately forecast potential outcomes.

While the Company has control over its internal strategic changes

and efficiencies, it is hard to predict the external trading situation

given the ever-changing geopolitical landscape. The Committee

considered recent profitability, external consensus, our strategic

direction, market forecasts, competitor performance, and the

impact of any outcome on key stakeholders, when setting the

FY27profit targets.

At the time of writing, the targets that have been determined, reflect

what the Committee believes to be a stretching and challenging

out-turn. However, the Committee always takes into consideration

the underlying performance of the Company and returns to

stakeholders when assessing the outcomes at the end of the

relevant performance period. Given the volatility of the market and the

unknown factors regarding any economic changes, the Committee

will consider whether any discretion (both downwards or upwards)

isrequired at the end of the relevant performance period when

reviewing the formulaic results.

For the FY27 PSP, 50% of the award will continue to be based on

Group EPS, 30% on Group Cash Conversion and the remaining

20%,will be measured against key, measurable, strategic objectives.

For FY27 these will be based on further improving consultant

productivity levels, implementing cost savings that are

sustainableacross future years, and colleague engagement.

The targets are included in the details of the 2026 (FY27) PSP in

section 4.1.

The intention is to grant awards of 200% of salary to the

ExecutiveDirectors.

The 2023 (FY24) Performance Share Plan

(PSP)vesting

The EPS targets were set in the context of a volatile market

environment. While the economic outlook anticipated a positive

growth rate, the geopolitical and macroeconomic backdrop have

become increasingly challenging. This has affected the final EPS

out-turn, which was below threshold. The TSR element has also not

reached the threshold. The Group’s Cash Conversion performance

over the last three years has been strong with good control over cash.

The Committee undertook a careful review of the PSP out-turn and

is satisfied that the overall PSP outcome fairly reflects, and is aligned

with, the performance achieved. No discretion has been exercised.

This resulted in a vesting outcome of 50% of maximum for James

Hilton, CFO. Mark Dearnley, CEO, did not participate as he was not

atHays at the time of grant. Full details of the Executive Directors’

remuneration for FY26 can be found in the Single Figure Table

andin the full Annual Report on Remuneration.

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Role of the Committee

The key responsibilities of the Committee are to:

• Set remuneration policy for the Board Chair, Executive

Directors and senior management in support of the

Company’s strategy and long-term success.

• Determine remuneration outcomes and oversee

incentivearrangements.

• Monitor workforce remuneration and the alignment of

rewardwith culture and performance.

• Oversee share plans, shareholding guidelines and

remuneration disclosures.

For more detail, a copy of the Committee’s Terms of Reference is

available on the Company’s website.

Membership and meetings

Six formal meetings were held during FY26 – one in each of July

and August 2025, and then one in each of January, February,

May and June 2026. In addition, members participated in other

discussions as required. Membership and attendees are shown

insection 5.1.

When setting and implementing the Remuneration Policy

annually, the Committee carefully evaluates relevant factors

including wider workforce considerations.

Our Remuneration Policy and Remuneration Report are

designed to provide clear and transparent disclosure of our

remuneration structure, demonstrating its alignment with

strategic objectives. We consult with shareholders prior to

making any material amendments.

We maintain a straightforward incentive framework, consistent

with standard practice among UK-listed companies, ensuring

that all performance metrics are closely integrated with our

strategic priorities.

The Global Principles of Remuneration outline how our

payment structures support our purpose and values and are

accessible to all employees. We uphold a high-performance

culture, with a significant portion of compensation tied to

variable pay.

Scenario graphs within the Remuneration Policy illustrate

potential remuneration outcomes under various performance

scenarios, including changes in the Company’s share price.

Executive Directors participate in a PSP with a five-year

duration, and are subject to shareholding requirements during

and after employment, reinforcing alignment with shareholder

interests. Variable pay represents a substantial element of

overall remuneration.

The Committee reserves the right to modify formulaic

outcomes if these do not appropriately reflect the Company’s

underlying performance. Both Annual Bonus and PSP are

subject to malus and clawback provisions.

Overall, the Committee is satisfied that the current Policy

operates as intended.

This report is structured as follows:

Section What it includes

Letter from the Remuneration Committee Chair – page 103

Remuneration at a glance – pages 106-107

The Remuneration Policy – pages 108-116

Annual Report on

Remuneration

– page117-132

This report is divided into

sections:

1. Total reward for FY26 –

page 117

2. Long-term value creation

– page 122

3. Remuneration in the

broader context – page 126

4. Statement of

implementation of the Policy

in the following financial year

– page 129

5. Governance – page 131

See the Committee’s Terms of Reference

online athaysplc.com

All-colleague share award

For the wider workforce the Board considered how we can provide

additional emphasis to the execution of our ambitious strategic goals

for the coming year, in light of our aims to reduce voluntary attrition,

stabilise net fees, and drive stretching performance. Given the

transformational nature of the planned changes to our portfolio,

theBoard decided to implement a one-off share award for all

colleagues which is linked to profit outperformance for FY27.

Executive Directors and Executive Leadership Team members will

not participate in this scheme. The award will start to vest when we

start to reach our target level of performance, and pay at maximum

for significant outperformance of target. The Board is of the view

that this one-off share scheme has scope to galvanise the entire

organisation towards the transformation, reinforce our performance

culture and provide direct alignment with the shareholder

experience by encouraging a culture of share ownership.

Clear reporting and transparency

We aim to make the Directors’ Remuneration Report clear, concise

and easy to follow and have included an At a Glance page to help

summarise key areas of interest. The full Remuneration Report

canbe found on pages 117 to 132.

We trust that this report demonstrates how we balance

performance, reward and underlying associated behaviours and that

we place great importance on our duty not only to shareholders but

to our wider workforce and other stakeholders.

Susan Murray

Chair of the Remuneration Committee

19 August 2026

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Business context

How did we perform?

Incentive arrangements

Supporting our key strategic priorities

• Net fees of £905.5 million, representing a 8% like-for-like decline,

set against increasingly challenging market conditions, with

economic and political uncertainty weighing on confidence,

increasing time to hire and reducing placement volumes.

Despitethis, consultant net fee productivity increased.

• Pre-exceptional operating profit of £48.6 million delivered

pre-exceptional EPS of 1.21 pence per share. Operating profit

increased by 3% like for like versus prior year and our ongoing

restructuring programmes (including the multi-year Technology

transformation and Finance transformation programmes)

delivered further structural cost savings in FY26.

• A strong cash performance, with year-end net cash of

£20.1 million and cash conversion of 189%, as Temporary &

Contracting fees and placements, reduced and cash collection

remained strong.

• Financial metrics (80%)

placeemphasis on profit

andmaintain focus

oncashreturns and

businessefficiency.

• Personal objectives (20%)

provide building blocks to

longer-term strategic goals.

• The cash element (50%)

focuses on long-term

business efficiency and

returns to shareholders

through dividend payments.

• The EPS element (30%) is a

key performance measure

aligned with shareholder

interests.

• The TSR element (20%)

directly measures

shareholder returns

relativeto industry peers.

For FY26, incentive arrangements continued to have a short-term

focus on profit and a long-term focus on cash generation.

Thisweighting is unchanged for FY27.

CEO

68%

CEO

65.2% of maximum

CFO

80%

CFO

66.4% of maximum

FY26 Bonus

FY26 Bonus 2023 (FY24) PSP

Remuneration for FY26: What did Executive Directors earn during the year?

Alignment with shareholders

2023 (FY24) PSP

Mark Dearnley did not participate in the 2023 (FY24) PSP that vested in FY26.

Mark Dearnley did not participate in this PSP. Dirk Hahn and James Hilton

were participants- the PSP vested at 50.00%

Both the CEO and CFO were recently appointed to the Board

(inMay 2026 and October 2022 respectively), and are therefore

expected to build up their shareholdings over the course of

theirtenure.

In-employment shareholding requirements

Adjusted operating profit (50%)

Cash Conversion (30%)

Personal

– Mark Dearnley, CEO (20%)

Personal – Dirk Hahn, CEO (20%)

Personal – James Hilton, CFO (20%)

0 20 40 60 80 100

35.8%

100.0%

86.7%

85.0%

92.5%

Cash Conversion (50%)

EPS (30%)

TSR (20%)

0 20 40 60 80 100

100%

0 50 100 150 200 250 300

James Hilton

In-employment shareholding requirements

200% of salary

Mark Dearnley

80%

68% 200%

200%

Dirk Hahn

James Hilton £1,144

Mark Dearnley

Single figure £000s

Fixed pay

Bonus

PSP

£1,159

£430

0 200 400 600 800 1000 1200

Remuneration at a glance

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Performance measures for FY27: How does our reward framework align

with our strategy?

Overview of Remuneration Policy: How will Executive Directors be paid in FY27?

The 2026 Remuneration Policy will be voted on at the 2026 AGM.

Fixed pay

Base salary,

pension and

benefits

• Salaries for FY27 will be: CEO (Mark Dearnley) – £650k; CFO (James Hilton) – £494k.

• 2% salary increase for FY27 for James Hilton in line with the wider eligible workforce.

• Benefits package remains unchanged – includes health insurance and car-related benefits.

• Pension contribution of 4% in line with the wider workforce.

Bonus

Short-term

variable

remuneration

• To align reward to key annual objectives relating to the Group’s financial and operational strength.

• Maximum opportunity unchanged at 150% of salary for all Executive Directors.

• Deferral is expected to remain at 50% while Executive Director shareholdings are being built up.

• Performance measures for FY27 will be based on financial targets (80%) weighted towards profit

withthe balance based on personal/strategic goals (20%).

PSP

Long-term

variable

remuneration

• To incentivise the delivery of sustained long-term performance and align with share price and dividend growth

over the long term.

• Maximum opportunity unchanged at 200% of salary for both Executive Directors.

• Performance measures for the 2026 (FY27) PSP will be EPS (50%), Cash Conversion (30%), Strategic

Objectives(20%).

Shareholding

guidelines

• To ensure that Executive Directors’ interests are aligned with those of shareholders over the longer-term.

• No change to in-employment and post-employment shareholding requirements.

Measure Focus

Bonus – short-term agility

50%

Group Adjusted Operating Profit Short-term focus on profit

30%

Cash Conversion Cash returns and business efficiency

20%

Personal/Strategic Aligned to long-term business goals

PSP – long-term sustainability and focus

50%

EPS Profit growth and strategic direction

30%

Cash Conversion Long-term business efficiency

20%

Strategic Objectives Focus on financial strategic initiatives that will grow sustainable profits through thecycle

50% cash

50% deferred into shares for three years

3-year performance period

2-year Holding Period

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Background to our

Remuneration Policy renewal

The Remuneration Policy

Introduction

The Committee has conducted a review of the Remuneration Policy

(the ‘Policy’) for senior executives with a view to ensuring it continues

to support our strategy, the continuing cyclical nature of our

business, as well as evolving market and best practice.

The current Policy comprises a FTSE conventional bonus plus

performance-based long-term incentive. The Committee is not

proposing any substantial changes to this approach in 2026.

Ourcurrent Policy was approved in 2023 with a strong favourable

vote of93.2%.

Our Momentum strategy now provides a sharper focus to

pioneerthe future of specialist recruitment and workforce solutions.

Nevertheless, the Group is subject to the volatility of the economic

markets which can create sudden changes within the recruitment

market and industry. In this environment, where it is extremely

difficult to give an accurate, robust, long-term prediction of the

economy, the Committee believes it is important that the executives’

reward is consistent with the need to be agile in managing the

business. Under the current incentive structure, outcomes are

basedon the key measures of success.

Subject to shareholder approval, the Policy as set out below

willbecome formally effective at the Annual General Meeting on

18 November 2026. While the Policy is expected to apply for the

period of three years from the date of approval, the Committee will

continue to monitor our approach to pay following the 2026 AGM.

The Committee would consult with shareholders about any future

changes to the Policy that might be required and seek shareholder

approval for a new Policy as necessary.

Only one structural change is proposed to the Policy approved at

the 2023 AGM, which is that once an Executive Director has reached

the shareholding requirement, the portion of the annual bonus

subject to deferral into shares will reduce from 50% to 20%, to align

with evolving market practice. As part of the renewal process, other

minor changes have been made to simplify, clarify and refine the

wording of the Policy to reflect market practice and aid operation.

The Committee held workshops during 2025 and 2026 to review the

evolving business environment and the Group’s strategic priorities.

Although the management team were asked to provide views on

proposals, safeguards were put in place to ensure conflicts of

interest were suitably mitigated. An external perspective was

provided by our independent advisers.

Engagement with shareholders and

shareholderfeedback

The Committee takes the views of shareholders seriously and these

views are considered in shaping and reviewing remuneration policy

and practice. Shareholder views are considered when evaluating

and setting remuneration strategy and the Committee commits to

consulting with key shareholders prior to any significant changes to

the Remuneration Policy.

We value open and transparent dialogue with our shareholders,

andduring the consultation process, we have engaged with major

investors and the main shareholder advisory bodies regarding both

the operation of the 2023 Policy and the renewal in 2026. We also

carried out an extensive shareholder engagement in 2025 on our

proposed changes to the annual bonus and PSP metrics and

weightings. No concerns were raised by shareholders and

theadvisory bodies during the consultation.

Policy summary

The Committee determines the Policy for the Chair, Executive

Directors and other senior executives for current and future years

and this is reviewed on an annual basis. The Policy is designed to

support the strategic objectives of the Company and to allow the

business to attract, motivate and retain the quality of individuals

needed to shape and execute the strategy and deliver

shareholdervalue.

The Policy is designed around the following key principles:

• Ensure a strong link between reward and individual and Company

performance, to align the interests of senior executives with those

of shareholders

• Provide a balanced package with a focus on variable pay

• Consider the associated risks of each aspect of remuneration

• Encourage a material, personal stake in the business and a long-term

focus on sustained growth through long-term shareholding

• Maintain a competitive package against businesses of a

comparable size in the FTSE and comparable peer group

businesses in the recruitment sector with reference to the

breadth of each role and experience the role holder brings to

theCompany

• Encourage the right culture, behaviours and values, and ‘doing

theright thing’

• Operate a consistent performance, reward and recognition

philosophy throughout the business.

The Committee considers that a successful Policy needs to

besufficiently flexible to take account of future changes in the

Company’s business environment and in remuneration practice.

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Remuneration structure (Policy table)

Elements of Executive Director remuneration package

Element Base salary

Objective and link

to the strategy

Base salary recognises individual contribution, changes in responsibilities and competitive market rates.

Provides a base level of remuneration to support recruitment and retention of Directors with the necessary experience

and expertise to deliver the Group’s strategy. Key element of core fixed remuneration.

Operation Base salary is normally set annually on 1 July.

When determining the base salary of the Executive Directors the Committee takes into consideration:

• the levels of base salary for similar positions with comparable status, responsibility and skills in organisations of broadly

similar size and complexity

• comparator groups which currently include the FTSE 250, sector peers and UK companies of a similar size and

complexity. The Committee keeps the comparator groups under review and may add or remove companies from

thegroup as it considers appropriate

• the performance of the individual Executive Director

• the individual Executive Director’s experience and responsibilities, and

• pay and conditions throughout the Company. The Committee has access to pay and conditions of other employees

within the Group when determining remuneration for the Executive Directors and also considers the relationship

between general changes to pay and conditions within the Group as a whole.

Maximum

potential value

Whilst there is no prescribed maximum level of salary, increases will normally be set with reference to the market and the

average base pay increase for other employees in the UK.

Higher increases may be made in certain circumstances, such as where there is a significant change to the individual’s

responsibilities or where there is significant difference to the market, for example in the case of individuals who are

recruited, or promoted, to the Board who may, on occasion, have their salaries set below the targeted policy level until

they become established in their role. In such cases subsequent increases in salary may be higher than the average

untilthe target positioning is achieved.

Details of current salary levels are set out in the Annual Remuneration Report.

Performance

conditions and

assessment

N/A

Element Annual Bonus

Objective and link

to the strategy

To align reward to key annual objectives relating to the Group’s financial performance and operational strength.

The three-year deferral into shares aligns the interests of Executive Directors with those of shareholders and assists

withtheir retention.

Operation Normally, 50% of bonus earned will be paid in cash and 50% deferred into shares for three years under the Deferred Annual

Bonus plan (the ‘DAB’). Once the shareholding requirement has been reached the deferral into shares may be reduced to 20%.

Malus and Clawback provisions may be applied in case of: material misstatement resulting in an adjustment to the

audited accounts; incorrect assessment of any performance conditions or award calculations due to an error or

misleading information; fraud; gross misconduct; severe reputational damage; and corporate failure.

Malus provisions allow the Committee to reduce or eliminate share awards granted under the DAB. Clawback may

beapplied for three years following the payment of cash bonuses.

Discretion may also be exercised in cases where the Committee believes that the bonus outcome is not a fair and

accurate reflection of business or individual performance or is inconsistent with the original intentions of the plan.

The Committee has discretion to reduce the number of shares vesting if the underlying financial performance of the Company

is not satisfactory over the three-year deferral period. Dividends or equivalents may be provided on Deferred Shares.

Maximum

potential value

Maximum of 150% of base salary. There is scaled payout for performance between threshold and maximum which may

vary depending on the nature of the target set. Normally the payout for on-target performance would be 50% of

maximum. Zero payment for below threshold performance.

Performance

conditions and

assessment

Performance is normally assessed over the year based on a combination of financial (usually profit and cash) and

personal/strategic objectives. The Company operates in a rapidly changing sector and therefore the Committee

maychange the balance of the measures, or use different measures for subsequent financial years, as appropriate.

Themajority of the award will normally be assessed against financial measures.

Performance targets for the Annual Bonus are not pre-disclosed as they are commercially sensitive. We normally

disclose actual targets, performance achieved and awards made at the end of the performance periods so shareholders

can fully assess the basis for any pay-outs under the Annual Bonus.

The Company will disclose the nature of the targets and their weightings at the end of each year in the relevant Annual

Report on Remuneration. The performance conditions, targets, weightings and their level of satisfaction for the year

being reported on are contained in the Annual Report on Remuneration.

The Committee retains discretion to change the performance measures and targets and their respective weightings

partway through a performance year if there is a significant and material event which causes the Committee to believe

the original measures, weightings and targets are no longer appropriate.

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Element Performance Share Plan

Objective and link

to the strategy

To incentivise the delivery of sustained long-term performance and align with share price and dividend growth over

thelong-term.

Operation In accordance with plan rules, PSP awards are granted annually and vesting is dependent on the achievement of

performance conditions.

Awards are normally subject to a two-year Holding Period.

Malus provisions may be applied prior to vesting and Clawback provisions may be applied until the fifth anniversary

ofthe award date in case of: material misstatement resulting in an adjustment to the audited accounts; incorrect

assessment of any performance conditions or award calculations due to an error or misleading information; fraud;

grossmisconduct; severe reputational damage; and corporate failure.

Reviewed annually to ensure that grant levels, performance criteria and other features remain appropriate to the

Company’s current circumstances, and to ensure that there are no features of the plan that could inadvertently

motivateirresponsible behaviour.

Dividends or equivalents may be provided on released shares.

Discretion may be exercised in cases where the Committee believes that the vesting outcome is not a fair and

accuratereflection of business or individual performance or is inconsistent with the original intentions of the plan.

Maximum

potential value

Maximum awards will be 200% of base salary for Executive Directors.

Maximum and threshold vesting levels for performance conditions are 100% and 25% respectively.

Performance

conditions and

assessment

Performance period normally three financial years.

For the 2026 (FY27) award, the performance conditions are based on:

• Cumulative Earnings Per Share 50%

• Cash Conversion 30%

• Strategic Objectives 20%

The Committee retains discretion to change the performance measures and targets and their respective weightings part

-way through a performance period if there is a significant and material event which causes the Committee to believe

the original measures, weightings and targets are no longer appropriate. The Committee will seek to suitably engage

with shareholders regarding any material changes to the performance conditions.

Details of the performance conditions for grants made in the year will normally be set out in the Annual Report

onRemuneration.

Element Pension allowance

Objective and link

to the strategy

To provide a competitive retirement benefit.

Operation Company pension contribution and/or salary supplement in lieu of pension contributions.

Maximum

potential value

Pension is currently set at the level of the majority of the UK workforce.

As outlined in the Recruitment section, new Directors will receive the same percentage of salary as the majority of

relevant employees at that time, or reflect employee practices in the jurisdiction in which an Executive Director is based.

The pension contribution for UK-based Executive Directors is currently 4% of salary but may change in the future.

Performance

conditions and

assessment

N/A

Element Other benefits

Objective and link

to the strategy

To provide competitive employment benefits.

Operation Benefits will generally include: car benefit or equivalent; private medical insurance; and life assurance.

The level and types of benefits provided is reviewed every year to ensure it remains market-competitive.

Other role-appropriate benefits may be provided if considered reasonable and appropriate (eg in relation to relocation).

Maximum

potential value

The cost of benefits may vary from year to year. There is no maximum benefit value. The Committee aims to ensure that

the total value of benefits remains appropriate.

Performance

conditions and

assessment

N/A

Background to our Remuneration Policy continued

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Element Shareholding policy

Objective and link

to the Strategy

To ensure that Executive Directors’ interests are aligned with those of shareholders over a longer time horizon.

Operation The Committee expects the Executive Directors to build and maintain a material shareholding in the Company of at

leasttwo-times base salary over the course of their tenure. Only shares which are beneficially owned by the executives

orsubject to a Holding Period count towards this requirement. The Committee has discretion to increase the

shareholding requirement.

Maximum

potential value

N/A

Performance

conditions and

assessment

N/A

Element Post-employment shareholding guideline

Objective and link

to the strategy

To ensure Executive Directors’ actions and interests continue to be aligned with shareholders over a long time horizon,

and after they step down from the Board.

Operation Departing Executive Directors must retain shares normally to the equivalent of 200% of base salary for the first year after

leaving and 100% of base salary for the second year; or actual relevant holding if lower. This guidance applies to all shares

except for shares granted under the PSP and DAB prior to the 2020 Policy.

Maximum

potential value

N/A

Performance

conditions and

assessment

N/A

Element All-employee share plans

Objective and link

to the strategy

To encourage wide employee share ownership and thereby align employees’ interests with shareholders.

Operation The Company operates Sharesave plans in which the Executive Directors are eligible to participate (which in the UK is an

HMRC-approved plan and is open to all eligible staff in the UK).

The Company retains the discretion to introduce additional all-employee plans, and to make Directors eligible for these

as appropriate.

Maximum

potential value

UK plan in line with HMRC limits as amended from time to time. Overseas plans broadly in line with UK values, or subject

to limits based on local legislation.

Performance

conditions and

assessment

There are no performance conditions, in line with HMRC requirements, other than the inherent share price growth

required to receive a benefit.

Notes to the Policy table:

The Committee believes that incentive metrics should be simple and aligned with the delivery of the annual business plan and with long-term sustainable growth. The three main

measures used are EPS, Cash Conversion and Personal/Strategic Objectives, with a clear focus on annual profit growth in the Annual Bonus Plan and EPS in the PSP.

1. EPS is a key performance measure aligned with shareholder interests.

2. Cash promotes sustained free cash flow and is a key indicator of ongoing operational cash efficiency.

3. The Annual Bonus includes an element of Personal Objectives linked to the delivery of key projects designed to enhance the Group’s operational strength and competitiveness in

linewith future strategy. Appropriate ESG targets may be included.

4. The PSP includes an element of Strategic Objectives linked to the delivery of key elements of the strategy. Appropriate ESG targets may be included.

The Committee may adjust or amend any share-based awards only in accordance with the relevant plan rules. Awards under any of the Company’s share plans referred to in this

reportmay:

1. Be granted as conditional share awards or nil-cost options or in such other form that the Committee determines has the same economic effect;

2. Have any performance condition applicable to them amended by the Committee if the Committee determines that it has ceased to be a fair measure of performance provided that

the amended condition is not, in the Committee’s reasonable opinion, materially less difficult to satisfy;

3. Incorporate the right to receive an amount (in cash or additional shares) equal to the value of dividends which would have been paid on the shares under an award that vests until the

award is satisfied. This amount may be calculated assuming that the dividends have been reinvested in the Company’s shares on a cumulative basis;

4. Be settled in cash at the Committee’s discretion; and

5. Be adjusted in the event of any variation of the Company’s share capital or any demerger, capital distribution or other event that may materially impact the Company’s share price.

Malus and Clawback: Severe reputational damage is where a participant is found to have contributed to circumstances which give rise to a sufficiently negative impact on the reputation

of the Company (or would have if such circumstances had been made public), and for the avoidance of doubt, circumstances need not relate to a financial year in which the relevant

individual was a participant in the Plan. Corporate failure is defined as when the Company enters an involuntary administration or insolvency process or the Grant or an administrator

(asapplicable) determines that there has been a ‘corporate failure’ in respect of the Company (which for these purposes shall include a significant reduction or cessation of the

Company’s ability to continue normal operations).

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Element Non-Executive Director fees

Objective and Link

to the Strategy

Competitive fees for Chair and Non-Executive Directors with the necessary skills and experience to advise and assist with

establishing and monitoring the Group’s strategic objectives.

Operation The remuneration of the Non-Executive Directors is normally determined annually.

The responsibility of the role and international nature of the Group are fully considered when setting the fee levels,

alongwith external benchmarking market data on the chairing of, and participation in, Board committees.

The comparator groups used are normally consistent with those used for the Executive Directors.

The Non-Executive Directors’ fees are non-pensionable and Non-Executive Directors are not eligible to participate in

anyincentive plans. Fees may be paid in cash or shares.

Maximum

Potential Value

The fees will be within the Articles of Association limits. Additional fees are paid for additional responsibilities or time

commitment, such as chairing a committee and the Senior Independent Director role. Role-appropriate benefits may

beprovided in certain circumstances. The Chair and Non-Executive Directors will be reimbursed by the Company for all

reasonable expenses incurred in performing their duties. This may include costs associated with travel where required

and any tax liabilities payable.

Performance

Conditions and

Assessment

N/A

Service contracts

The Committee’s policy for setting notice periods is that a maximum 12-month period will apply for Executive Directors. The Committee may,

inexceptional circumstances arising on recruitment, allow a longer period, which would in any event reduce to 12 months following the first

year of employment.

In the event of early termination of a Director’s service contract, the Company would be required to pay compensation reflecting the salary,

pension allowance and benefits to which the Director would have become entitled under the contract during the notice period. Alternatively,

the Company may, at its discretion, pay a predetermined sum in lieu of notice. In the event of early termination, the Committee will consider

what compensation should be paid, considering the circumstances and the responsibility of the individual to mitigate loss.

Current contract

startdate Unexpired term

Notice period due

fromCompany

Notice period due

fromExecutive

Mark Dearnley May 2026 Indefinite One year One year

James Hilton October 2022 Indefinite One year One year

The Non-Executive Directors do not have service contracts with the Company but are appointed to the Board under letters of appointment

foran initial three-year period. They have agreed to annual retirement and reappointment by shareholders at the Company’s Annual General

Meeting and, except for the Chair, appointments can be terminated immediately by the Company. Contracts are available for inspection at

theregistered office.

Non-Executive Director

Date appointed to

theBoard

Date of current letter

ofappointment Notice period

Michael Findlay* 20 January 2025 15 January 2025 Six months

Susan Murray 12 July 2017 12 July 2017 None

Cheryl Millington 17 June 2019 17 June 2019 None

Joe Hurd 1 December 2021 10 November 2021 None

Zarin Patel 1 January 2023 29 September 2022 None

Helen Cunningham 1 March 2024 6 February 2024 None

Anthony Kirby 1 April 2024 19 February 2024 None

* Michael Findlay has been Chair since 1 May 2025.

Background to our Remuneration policy continued

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Payments to departing Directors

The Committee will honour Executive Directors’ contractual entitlements. Service contracts do not contain liquidated damages clauses.

If a contract is to be terminated, the Committee will determine such mitigation as it considers fair and reasonable in each case. There are

nocontractual arrangements that would guarantee a pension with limited or no abatement on severance or early retirement. There is no

agreement between the Company and its Directors providing for compensation for loss of office or employment that occurs because of a

takeover bid. The Committee reserves the right to make any other payments in connection with a Director’s cessation of office or employment

where such payments are made in good faith in discharge of an existing legal obligation (or by way of damages for breach of such an

obligation); or by way of settlement or compromise of any claim arising in connection with the termination of an Executive Director’s office or

employment; or for any fees or outplacement assistance and/or the Director’s legal and/or professional advice fees in connection with his or

her cessation of office or employment. When determining any payment for a departing individual the Committee will always seek to minimise

cost to the Company while seeking to address the circumstances at the time.

The table below shows the approach the Committee will apply in respect of base salary, benefits and pension in respect of departing Directors.

Component Approach

Application of Remuneration

Committee discretion

Base salary, benefits and pension In the event of termination by the Company, there will be

nocompensation for departure due to misconduct. In other

circumstances, Executive Directors may be entitled to receive

payment in lieu of notice. Payment in lieu of notice will be

equivalent to the salary payments, benefit value and pension

contributions that they would have received if still employed

bytheCompany for a maximum of 12 months.

N/A

Other contractual obligations There are no other contractual provisions. N/A

The rules of the Performance Share Plan (PSP) and the Deferred Annual Bonus (DAB) set out the treatment of specific categories of leavers as

set out in the table below. In other cases where an executive leaves employment during the DAB period or during the PSP Performance Period,

the Committee will consider the specific details of each case before determining whether to award Good Leaver status or allow awards to

lapse. The Committee will provide a full explanation to shareholders when it is determined that an Executive Director is a Good Leaver.

TheCommittee is unequivocally against rewards for failure.

Category Cash Annual Bonus DAB PSP

Good Leaver/Injury/Ill-health/

Disability

Bonus paid at normal time,

subject to performance with pro-

rating for time. The Committee

will determine whether share

deferral applies in the year

ofdeparture.

Awards vest in full at normal

vesting date.

To the extent that performance

conditions are met, awards are

pro-rated for service during

thePerformance Period and

normally released at the end

ofthe Holding Period.

Death, or sale of employing entity

out of the Group

Bonus paid immediately based

onestimated performance

withpro-rating for time.

Awards vest in full on cessation of

employment.

To the extent that performance

conditions are met, awards are

pro-rated for service during

thePerformance Period but

released early.

Change of control Bonus payment subject

topro-rating for time

andperformance.

Immediate vesting of awards in

full in accordance with plan rules.

In accordance with the plan rules,

where no replacement awards are

made, there will be early vesting

of awards pro-rated for service

during the Performance Period

and performance subject to the

discretion of the Committee.

Notes:

1. It should be noted that shares vesting under the DAB rules are shares related to previously earned bonus and therefore the performance conditions for the relevant Annual Bonus

hadto be met before the shares were awarded.

2. Under the DAB rules the Committee has the discretion to allow the award to vest early in ‘exceptional circumstances’ following cessation of employment as a Good Leaver.

It is anticipated that this would only apply in the case of death in service.

3. The Committee has discretion under the rules of the PSP to bring forward the date of vesting for a Good Leaver to the date of the cessation of employment subject to the award

beingpro-rated for time during the Performance Period and to the extent that performance is met. It is not the current intention of the Committee to use this discretion.

4. Any shares in the two-year PSP Holding Period remain in place and would be released at the normal time (other than in the case of gross misconduct) and would be subject to any

Clawback provisions prior to release. Clawback provisions would continue to apply after release until the end of the normal Holding Period timeframe.

5. In the event that the Committee determines Good Leaver status to be applicable, it may impose certain conditions for an executive receiving shares under DAB or PSP on cessation

ofemployment.

6. Executives would be treated in accordance with the scheme rules in respect of the HMRC-approved Hays Sharesave.

The Non-Executive Directors do not have service contracts but instead have letters of appointment. On termination, they are only entitled to accrued fees to the date of termination.

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Setting payments for new appointments

The Company’s principle is that the remuneration of any hire will be assessed in line with the principles used for the Executive Directors, as

setout in the Remuneration Policy table above. The Committee’s approach to recruitment remuneration is to pay no more than is necessary

toattract candidates of the appropriate calibre and experience needed for the role from the international market in which the Company

competes. The table below summarises the Company’s key policies with respect to recruitment remuneration for Executive Directors:

Component Policy

Base salary

andbenefits

The salary level will be set considering a number of factors including market practice, the individual’s experience

andresponsibilities and other pay structures within the Company, and will be consistent with the salary policy for

Executive Directors.

The Executive Director shall be eligible to receive benefits in line with the Company’s benefits policy as set out in the

Remuneration Policy table.

Pension A pension allowance equivalent to that of the majority of UK employees at the time (or employees in another relevant

jurisdiction based on the nature of the role). Currently this is 4% of base salary in the UK. The Company may choose to

give part or all as a cash allowance rather than pay into a Group pension fund. Normal payroll deductions (for example

income tax and National Insurance/social security) will be deducted from the gross cash allowance.

Annual Bonus and

Deferred Bonus

(DAB)

An Executive Director will be eligible to participate in the Annual Bonus arrangements as set out in the Remuneration

Policy table.

For the first year only, the Committee retains the discretion to set performance conditions in the context of the business

priorities on joining and the timeframe available to year-end.

Awards may be granted up to the maximum opportunity allowable in the Remuneration Policy table at the

Committee’sdiscretion.

Performance

Share Plan (PSP)

An Executive Director will be eligible to participate in the PSP as set out in the Remuneration Policy table. Awards may be

granted up to the maximum opportunity allowable under plan rules at the Committee’s discretion.

Share buyouts/

replacement

awards

The Committee’s policy is not to provide buyouts as a matter of course.

However, should the Committee determine that the individual circumstances of recruitment justified the provision of a

buyout, the value of any remuneration terms that will be forfeited on joining the Company will be calculated considering:

• the timeline of any award;

• the performance conditions attached to the vesting of these incentives and the likelihood of them being satisfied; and

• any other terms and conditions having a material effect on their value (lapsed value).

The Committee may then grant up to the equivalent value as the lapsed value, where possible, under the Company’s

incentive plans. To the extent that it was not possible or practical to provide the buyout within the terms of the

Company’s existing incentive plans, a bespoke arrangement would be used.

Relocation In instances where the new Executive Director is expected to relocate, the Company may provide one-off/ongoing

payment(s) as part of the relocation benefits compensation.

The level of relocation package will be assessed on a case-by-case basis and will take into consideration any differences

in the cost of living/housing/schooling.

Where an existing employee is promoted to the Board, the Policy set out above would apply from the date of promotion but there would be

noretrospective application of the policy in relation to outstanding incentive awards or remuneration arrangements. Accordingly, prevailing

elements of the remuneration package for an existing employee would be honoured and form part of the ongoing remuneration of the person

concerned. These would be disclosed to shareholders in the Annual Report on Remuneration for the relevant financial year. The annual fees

payable to newly appointed Non-Executive Directors will be in line with the fees payable to existing Non-Executive Directors.

Background to our Remuneration policy continued

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Information

Min Mid (on target) Max Max + 50% share

price growth

4,000 Value of Package

GBP ‘000

3,500

3,000

2,500

2,000

1,500

1,000

500

£537

£1,401

£2,265

CFO - James Hilton

£2,759

100%

26%

35%

38%

33%

44%

24%

27%

18%

36%

19%

Fixed Annual Bonus PSP Change in share price

Min Mid (on target) Max Max + 50% share

price growth

4,000

3,500

3,000

2,500

2,000

1,500

1,000

500

£705

£1,842

£2,980

CEO - Mark Dearnley

£3,630

100%

26%

35%

38%

33%

44%

24%

27%

18%

36%

19%

Fixed Annual Bonus PSP Change in share price

Value of Package

GBP ‘000

Remuneration scenario graph for Executive Directors

The graphs below illustrate the remuneration that would be paid to each Executive Director, based on salaries at the start of FY27 under four

different performance scenarios: (i) Minimum; (ii) Mid (on-target); (iii) Maximum; and (iv) Maximum + 50% share price growth. The elements

ofremuneration have been categorised into four components: (i) Fixed; (ii) Annual Bonus; (iii) PSP; and (iv) change in share price.

Each element of remuneration is defined in the table below:

Description

Fixed Total amount of salary and pension in respect of the FY27 financial year and annualised benefits as disclosed in the FY26

single figure table.

Annual bonus Bonus of up to 150% of base salary.

PSP PSP of up to 200% of salary.

Change in share

price

As PSP awards are granted as shares, the value of the award can vary significantly, depending on the extent to which

theperformance criteria are achieved and the movement of the share price over the relevant Performance Period

andHolding Period. The above chart shows the effect on the maximum value if the share price increased by 50%.

Assumptions used in determining the level of payout under given

scenarios are as follows:

• Min performance scenario assumes fixed pay only and no

variablepayments

• Mid (on-target) performance scenario assumes payment of

Annual Bonus and PSP at 50% of the max

• Max performance scenario assumes outstanding level

ofperformance, resulting in 150% and 200% base salary

payoutinrespect of the Annual Bonus and PSP respectively.

Statement of conditions elsewhere in the Group

Each year, prior to reviewing the remuneration of the Executive

Directors and the members of the Executive Board, the Committee

considers a report prepared by the Global Reward Director detailing

remuneration practice across the Group. The report provides a

regional overview of how employee pay compares to the market,

any material changes during the year, and includes detailed analysis

of basic pay and variable pay changes within the UK – where all the

Executive Directors and most of the Executive Board are based.

While the Company does not directly consult with employees as

partof the process of reviewing executive pay and formulating the

Policy set out in this report, the Company does receive an update

and feedback from the broader employee population on an annual

basis using an engagement survey which includes a number of

questions relating to remuneration.

How the Policy supports good

remunerationgovernance

In formulating the Policy, we actively engaged with all our

top20+shareholders. In addition, we sought views and shared

proposals with the major voting agencies. Our Global Principles

ofRemuneration which explain how executive remuneration aligns

to our purpose and values, and to that of the wider workforce is

available on our intranet for all employees.

We aim to clearly and transparently disclose our remuneration

structure within the Remuneration Policy and Remuneration Report

and clearly explain how it aligns to our strategic goals. Our incentive

plans are based on our key performance metrics which in turn fully

align to our strategy.

We operate a high-performance model, with a high proportion of

remuneration based on variable pay. The key metrics used within

theAnnual Bonus and Performance Share Plan align to our strategy.

The scenario graphs demonstrate the range of potential outcomes

under the Policy. They show how differing performance impacts the

level of reward, including the effect of a change in the Company’s

share price.

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Additional

Information

As stated above, a high proportion of remuneration is based on

variable incentives. Our PSP has a five-year lifespan with a two-year

Holding Period following a three-year Performance Period. Our

Executive Directors are required to hold shares equivalent to 200%

of salary while in office and have a post-employment shareholding

requirement in order that they continue to align with shareholders.

Discretion

The Committee has discretion in several areas of the Policy as set

out in this Report. The Committee may also exercise operational and

administrative discretion under relevant plan rules. In addition, the

Committee has the discretion to amend the Policy regarding minor

or administrative matters (for example regulatory, exchange control,

tax or changes in legislation) where it would be, in the opinion of the

Committee, disproportionate to seek or await shareholder approval.

Prior commitments

The Committee reserves the right to make any remuneration

payments and/or payments for loss of office (including the exercise

of any discretion available to it in connection with such payments)

notwithstanding that they are not in line with the Policy where the

terms of the payment were (i) agreed before 12 November 2014

(when the Company’s first shareholder-approved Directors’

Remuneration Policy came into effect); (ii) before the Policy came

into effect, provided that the terms of the payment were consistent

with the shareholder-approved Directors’ Remuneration Policy

inforce at the time they were agreed; and (iii) at a time when the

individual to whom the payment is made was not a Director of the

Company and, in the opinion of the Committee, the payment was

not in consideration of the individual becoming a Director of the

Company. For these purposes, ‘payments’ include the Committee

satisfying awards of variable remuneration and, in relation to an

award over shares, the terms of the payment are agreed at the

timethe award is granted.

Differences in policy from the wider

employeepopulation

The Group aims to provide a remuneration package for all employees

that is market-competitive and consistent. Employees receive base

salary and benefits and may receive bonus/commission, pension

and share awards, with levels varying depending on the individual’s

location, seniority and responsibilities. Salary increases for Executive

Directors are generally in line with those for UK-based employees.

Background to our Remuneration policy continued

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Section 1 – Total reward for FY26

In this section

1.1 FY26 Single Figure for Executive Directors 1.1.2 Benefits 1.1.5 PSP

1.1.1 Salary 1.1.3 Pension 1.2 FY26 fees for Non-Executive Directors (NEDs)

1.1.4 Annual Bonus

Section 1 – Total reward for FY26

1.1 FY26 Single Figure for Executive Directors (audited)

The following table shows the total Single Figure of Remuneration for each Executive Director in respect of qualifying service for FY26.

Comparative figures for FY25 have also been provided. Details of NED fees are set out in section 1.2.

FY26 FY25

£000s

Mark Dearnley

CEO

Dirk Hahn

CEO

James Hilton

CFO

Dirk Hahn

CEO

James Hilton

CFO

Salary

(1)

(Note 1) 208 436 484 639 470

Benefits (Note 2) 10 81 23 122 13

Pension (Note 3) 8 18 19 26 19

Total Fixed Remuneration 226 535 526 787 502

Annual Bonus (Note 4) 204 425 482 354 268

PSP (Note 5) – 199 136 – 288

Legacy incentives

(2)

– – – 468 –

Total Variable Remuneration 204 624 618 822 556

Total Remuneration 430 1,159 1,144 1,609 1,058

Total (excluding legacy incentives) 430 1,159 1,144 1,141 1,058

1. The FY26 salary for both Mark Dearnley and Dirk Hahn reflects their time on the Board. Dirk Hahn stepped down as CEO on 27 February 2026. Mark Dearnley was appointed CEO,

initially on an interim basis, from 27 February 2026 and permanently from 18 May 2026.

2. Dirk Hahn had a legacy interest in a long-term incentive awarded in respect of his previous role as MD Germany & CEMEA. More details were included in the FY25 Directors’

Remuneration Report.

Components of the Single Figure and how the calculations are worked out

The following tables and commentary explain how the Single Figure has been derived.

1.1.1 Salary – note 1 (audited)

What has happened

For FY26, the pay review budget was 3% for the wider workforce. This was applied to Dirk Hahn, CEO and James Hilton, CFO. Dirk Hahn

stepped down as CEO on 27 February 2026. Mark Dearnley was appointed CEO, initially on an interim basis with a salary of £600,000, from

27 February 2026 and permanently from 18 May 2026 with a salary of £650,000. Their annual salary for FY26 reflects their time on the Board.

Executive Director Annual salary for FY26 Increase over FY25 Annual salary for FY25

Mark Dearnley £208,429 n/a n/a

Dirk Hahn £436,258 3.0% £638,600

James Hilton £484,100 3.0% £470,000

1.1.2 Benefits – note 2 (audited)

What has happened

There were no changes to the Policy in FY26. Where the total is different to the sum of the individual values this is due to rounding.

£000s

Executive Director

Private medical

insurance (PMI)

(1)

Life assurance

(1)

Car/car

allowance

(2)

Housing

allowance

(4)

Tax assistance

(5)

Total

FY26

Mark Dearnley

(3)

1 2 7 – – 10

Dirk Hahn

(3)

3 5 13 53 7 81

James Hilton 4 2 18 – – 23

FY25

Dirk Hahn

(3)

5 7 20 80 10 122

James Hilton 3 2 8 n/a n/a 13

1. PMI and life assurance figures represent the annual premiums. Figures for Mark Dearnley and Dirk Hahn were pro-rated in relation to their service as CEO in FY26.

2. James Hilton is eligible for a car allowance of £18k pa, which is the figure noted in above for FY26. James has the option of taking a company car and any residual car allowance

depending on car choice. He opted for an electric car and received a cash allowance to cover the residual value of his benefit. The figure shown for FY25 is the benefit-in-kind value

ofthe car plus the annual residual car allowance. Mark Dearnley and Dirk Hahn have a car allowance of £20k pa (which has been pro-rated in line with their service as CEO in FY26).

3. Mark Dearnley’s and Dirk Hahn’s benefits were pro-rated in line with their service as CEO in FY26.

4. The amount shown relates to Dirk Hahn’s UK housing allowance as he is normally resident in Germany. This equates to £5k net per calendar month. However, the tax treatment is

different in the UK and Germany. The gross-up for tax purposes varies in each location. The figure shows the total amount taking this into consideration.

5. Dirk Hahn is entitled to tax assistance regarding UK and German tax returns, up to £10k pa. The actual value of this benefit for FY26 was not known at the time of finalising this report

and therefore the actual amount will be disclosed in the FY27 Remuneration Report. For transparency purposes, the maximum he is allowed to claim is reported above.

Annual report on remuneration

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1.1.3 Pension – note 3 (audited)

What has happened

There has been no change to the Policy. Executive Directors receive a pension allowance of 4% of salary, in line with the majority of the relevant

workforce. This has been pro-rated for FY26 for both Mark Dearnley and Dirk Hahn in relation to their time on the Board.

£000s

Executive Director Pension

FY26

Mark Dearnley 8

Dirk Hahn 18

James Hilton 19

FY25

Dirk Hahn 26

James Hilton 19

1.1.4 Annual Bonus – note 4 (audited)

What has happened

The figure shown is the total bonus awarded in relation to performance in the year. The maximum opportunity under the Policy is 150% of

salary. For bonus awarded in relation to FY26 performance, 50% of the figure shown is deferred into shares for three years for Dirk Hahn and

James Hilton. For Mark Dearnley £76,788 will be deferred into shares as his deferral was 30% for his period as interim CEO before increasing

to 50% when he was appointed on a permanent basis. There are no further performance conditions. Leaver terms apply. The cash element

ofthe bonus award is subject to Clawback for three years from award. The deferred element is subject to Malus for the three-year deferral

period. The Malus and Clawback periods are considered to allow an appropriate amount of time for any of the circumstances prescribed in

thePolicy to come to light, and reflect market practice. There has been no requirement to invoke Malus or Clawback provisions this year.

Calculation of actual results (audited)

Annual bonus FY26 outcome

Performance

condition Weight Threshold Maximum

Actual

performance

Payout %

of max

Mark

Dearnley (%

of maximum)

Mark

Dearnley

(Bonus value

£’000)

Dirk Hahn (%

of maximum)

Dirk Hahn

(Bonus value

£’000)

James Hilton

(% of

maximum)

James Hilton

(Bonus value

£’000)

Group Adjusted

Operating Profit

50% £40m £70m £48.6m 35.8% 35.8% 56 35.8% 117 35.8% 130

Cash

Conversion

30% 80% 105% 189% 100.0% 100.0% 94 100.0% 196 100.0% 218

Personal

objectives 20% – – Opposite – 86.7% 54 85.0% 111 92.5% 134

Total 100% 65.2% 204 64.9% 425 66.4% 482

1. Adjusted Group Operating Profit vesting in FY26 was 10% at £40 million and 25% at £45 million.

2. For the Cash Conversion element 20% pays out at 80% and 45% at 85%. Payout is on a straightline basis between those two points.

Use of discretion

The Committee has carefully reviewed the actual results and considered the underlying performance of the Company, as well as the effect

ofmarket and economic circumstances. The Committee has also considered any impact on the Company’s key stakeholders and the input

ofthe executives in achieving the final outcomes. Profit performance was marginally above the budget set at the start of the year, Cash

Conversion outperformed and the Executive Directors made significant cost savings and efficiencies across the business. After careful

reflection, the Committee feels that the formulaic outcome of the FY26 bonus is fair and justified and has therefore exercised no discretion.

Personal objectives (audited)

Personal objectives are weighted at 20% of the Executive Directors’ Annual Bonus potential (a maximum of 30% of base salary). They comprise

specific objectives that should be achieved during the financial year to safeguard the business and contribute to, or form, the essential building

blocks of our future long-term strategic priorities. As a result, some details of the executives’ objectives cannot be fully disclosed due to their

commercial sensitivity. However, the key major themes of the objectives and the executives’ broad achievements are summarised below.

Remuneration continued

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Mark Dearnley – CEO: Overall score 17.4/20 = 86.7% (applicable from promotion to CEO)

Personal objective Outcome

Strategy

Establish and agree a new strategy with the Board. A full five-year strategy has been prepared, presented and agreed

with the Board. The strategy has been launched internally via a

global roadshow.

Score: 6.7/6.7

Digital transformation

Continue the delivery of the digital transformation across

theCompany.

Delivery has continued. Progress has been tempered by the

restructuring of the function and sourcing new leadership.

Score: 4/6.7

Cost reset

Put in place a structural cost reset. Cost reset implemented to ensure FY26 targets achieved and good

entry rate into FY27.

Score: 6.7/6.7

Dirk Hahn – CEO: Overall score 17.0/20 = 85.0%

Personal objective Outcome

Improved net fee productivity

Strategies in place to grow net fee productivity in areas aligned

tothe business strategy that are currently under-represented.

Material shift in resource allocation to Five Levers-aligned business

lines. Drive contribution margin above 50%. Improvement plans/

exit management of non-profitable business lines.

Good execution against our Five Levers strategy. Consultant

netfee productivity increased by 7% YoY and increased for

nineconsecutive quarters, to the half year of FY26.

Score: 4.5/5

Country portfolio focus

Re-evaluated country portfolio. Closure of, or plan to close/divest,

low business-opportunity countries by end of FY26.

Country portfolio reset progressed throughout FY26 with the

disposal of operations in six European countries to Meraki Capital

for net cash proceeds (after transaction costs) of c.£4 million.

Score: 4.5/5

Sustainable cost savings

Annual sustainable cost savings of £30 million realised in FY26. Annual sustainable cost-savings of £30 million in FY26 was

exceeded, with c.£15 million annualised secured in H1 26.

Score: 4/5

Sustainability focus – colleague engagement and emissions

Cultural transformation journey with launch of new values and

leadership framework by end Q1.

Assessment of leadership capability in key roles by end H1

andinvestment in development. Refinement of colleague

engagement survey.

Valued Behaviours and leadership framework successfully

launched and supported by a development programme for

c.700 managers.

Colleague engagement survey questions set, refined and

frequency increased.

Score: 4/5

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1.1.5 PSP – note 5

PSP 2023 (granted in FY24) vesting in 2026 (audited)

The FY23 PSP is applicable to Dirk Hahn and James Hilton.

MarkDearnley did not participate in this award.

The award vested at 50% of maximum.

As stated previously, the Remuneration Committee spent

appropriate time calibrating and reviewing the targets for the FY24

PSP to ensure they were sufficiently robust and stretching taking

into account the current economic circumstances. Following the

completion of that process, the Remuneration Committee published

details of the targets for the FY24 PSP on the Company website, in

advance of the 2023 AGM.

Although the targets were set in a time of uncertainty, the general

view was that there was a positive economic outlook. However,

during the three-year Performance Period, the economy and

geopolitical situation have become increasingly more challenging

and therefore EPS targets have not been met and TSR was below

threshold. However, there has been excellent cash performance.

Considering the above, the Committee concluded that the

outcomerepresents a fair reflection of performance over the period.

No discretion has been exercised.

Awards will be subject to a two-year Holding Period which

willensure that participants remain aligned with longer-term

shareholder experience. The award is also subject to Malus and

Clawback provisions. The Malus and Clawback periods are

considered to allow an appropriate amount of time for any of

thecircumstances prescribed in the Policy to come to light,

andreflect market practice.

There has been no requirement to invoke Malus or Clawback

provisions this year.

Remuneration continued

James Hilton – CFO: Overall score 18.5/20 = 92.5%

Personal objective Outcome

Finance global operating model and transformation

Delivery and completion of the Finance transformation plan and

delivery of programme benefits in line with business plan.

EMEA and Germany completed on track and budget with costs

delivered. Americas optimisation delivered in HBS, now 50%

aheadof original business case.

Score: 3.5/4

Finance succession and talent management plan

Assessment of top finance leaders versus new Valued Behaviours

and leadership framework, and creation of targeted and specific

development plans for key high potential talent.

New global finance structure in place and development and

succession plans in place for all key roles.

Score: 4/4

Cash management

Continued strong cash and debt management, resulting in strong

year end cash position and DSO performance.

Excellent overall cash and balance sheet performance across the

Group. Global DSOs reduced by 1 day to 36 days from 37 days in

FY25. Group 85+ debt reduced by £0.4 million to £5.7 million.

Working capital improved by £25 million across the Group.

Score: 4/4

Sustainable cost savings

Implementation and delivery of Group structured cost reduction

programme in line with target to deliver £45 million per year of

sustainable cost savings by FY29.

We have significantly exceeded the structural cost saving target by

delivering c.£50 million of annualised structural cost savings in

FY26.

Score: 4/4

Corporate governance, risk and ESG

Ensure highly robust internal risk management, mitigation and

controls. Go-live with new Group control framework and second-

line testing team. Drive ELT-level engagement with Group

ERMprocess.

Reduce damaging climate change emissions caused by

businesstravel and non-renewable energy by end of FY26.

Second-line testing team now fully operational and on track

todeliver the requirements of Provision 29 and assurance on

Group wide controls. New Group Risk Committee established

andmeeting regularly to discuss material Group risk matters.

Group risk ERM process delivered.

Group travel ban (essential client-facing travel only) has significantly

reduced business travel and associated CO

. Significant reduction

in Group footprint and impact on Scope 1 and 2.

Score: 3/4

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Additional

Information

2023 PSP (granted in FY24) vesting in 2026, followed by a two-year Holding Period (audited)

Performance period 1 July 2023 to 30 June 2026

Grant date 16 November 2023

Vest date 16 November 2026 followed by a two-year Holding Period

Performance condition Weighting

Threshold

performance

(25% of the element vests)

Interim point

(45% of the element

vests)

Maximum

performance

(100% of the element vests) Actual performance

PSP value achieved as %

of element maximum

Relative TSR

(1)

20% Median – Upper quartile Below median 0%

Cumulative EPS

(2)

30% 24p – 34p 6.55p 0%

Cash Conversion

(3)

50% 80% 85% 110% 167% 100%

Total 100% 50%

1. Relative TSR – the targets are consistent with prior years. TSR is measured against a bespoke comparator group, with vesting subject to satisfactory financial performance as

determined by the Committee. The comparator group for the FY24 award is: Adecco SA, Kelly Services Inc, Manpower Inc, Page Group, Randstad Holdings nv, Robert Half

International Inc, Robert Walters plc and SThree. The median was -54.19% and the upper quartile was -23.86%.

2. EPS – given the inherent cyclicality of the sector, the Committee reviews the EPS targets for each performance period taking into account a range of internal and external

referencepoints.

3. Cash Conversion – the target range for cash conversion remained the same as for the FY23 grant. Consistent with prior years, 45% of this element was payable for cash conversion of

85%, with straight-line vesting for interim levels of performance.

Executive

Director

(1)

% of

FY24

salary

awarded

Face

value at

award

£000s

price at

award

Maximum

number of

excluding

dividends

Maximum

number of

dividend-

equivalent

Number of

shares that

vested

including

dividend-

equivalent

shares Vest date Release date

Value

(figure shown

in Single Figure

Remuneration)

£000s

(2)

2022

(FY23) award

that vested in

2025 as

stated in the

FY25 Single

Figure

£000s

2022

(FY23) award

value restated

using share

price at

vest date

£000s

(3)

Dirk Hahn 200% 1,240 1.083 1,144,967 64,386 604,677

November

2026

November

2028 199 n/a n/a

James Hilton 200% 840 1.083 775,623 47,415 411,519

November

2026

November

2028 136 382 288

1. Mark Dearnley did not participate in either the 2022 (FY23) or 2023 (FY24) PSP.

2. The value of the 2023 (FY24) PSP is based on a share price of £0.3299. which was calculated using an average for the final quarter of the 2026 financial year in accordance with

theRegulations as the vesting will occur after the date of this report. The share price decreased between the grant date and the end of 2026. As such, no portion of the award is

attributable to share price appreciation.

3. In the FY25 Single Figure, the award values were calculated based on a share price of £0.7085, being the average for the final quarter of the FY25 financial year. The share price on

thedate of vesting (21 September 2025) was £0.5340 and the comparator year values have been restated using this price.

Performance conditions

The Committee believes that the performance conditions for all incentives:

• are suitably demanding;

• have regard to business strategy;

• incorporate an understanding of business risk;

• consider shareholder expectations; and

• take into account, to the extent possible, the cyclicality of the recruitment markets in which the Group operates.

To the extent that any performance condition is not met, the relevant part of the award will lapse. There is no re-testing of performance.

1.2 FY26 fees for Non-Executive Directors (audited)

The table below shows the current fee structure and actual fees paid in FY26. The positions held by each NED are set out earlier in this report.

£000s Non-Executive Director

Michael Findlay

Chair

Susan

Murray

Cheryl

Millington

Joe

Hurd

(1)

Zarin

Patel

Helen

Cunningham

Anthony

Kirby

Total fee FY26 240 79 77 79 84 84 71

Taxable expenses FY26 – – – 6 – – –

Total FY26 240 79 77 85 84 84 71

Total fee FY25 57 77 75 74 83 72 64

Taxable expenses FY25 – – – 10 – – –

Total FY25 57 77 75 84 83 72 64

1. The total amount for Joe Hurd also includes expenses incurred in execution of duties which are taxable for reporting purposes.

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Section 2 – Long-term value creation

In this section

2.1 Outstanding Deferred Annual Bonus 2.4 Statement of Directors’

shareholding and share interests

2.6 CEO settlement terms

2.2

2.3

Share options

Outstanding PSP awards

2.5 TSR chart and table 2.7 Payments to past Directors/payment

for loss of office during FY26

Section 2 – Long-term value creation

2.1 Outstanding Deferred Annual Bonus (DAB) (audited)

The table below shows the shares held under the DAB and those that were awarded or vested during FY26. The shares that vested related to

deferred Annual Bonus from previous years. The DAB is granted using conditional shares. Dividend-equivalent shares which accrue under the

DAB have been included in the table below.

There are no further performance conditions.

Executive Director

Awards

outstanding

at 1 July 2025

(1)

Dividend

equivalents

accrued to date

Awards granted

in FY26

Grant price

(market price at

date of award)

Face value of

award granted

in FY26

(at grant price)

Dividend

equivalents

accrued to date

Awards vesting

in FY26

Awards

outstanding as

at 30 June 2026

Mark Dearnley – – – – – – – –

Dirk Hahn 160,697 6,531 289,798 £0.6170 £178,805 2,349 0 459,375

James Hilton 255,790 19,493 219,051 £0.6170 £135,155 2,147 0 496,481

1. The opening balance shows number of shares at award and not any accrued cumulative dividend equivalents.

Note: As per the Policy, 50% of any bonus award is deferred into shares. The shares granted in FY26 relate to the deferred annual bonus for FY25.

2.2 Share options (audited)

The Executive Directors participated in the UK Sharesave plan (approved by HMRC) on the same terms as other eligible employees.

Thefollowing table shows outstanding options over Ordinary shares held by the Executive Directors during the year ended 30 June 2026.

Executive Director

Scheme date of

grant

Balance

1 July

2025

Granted

during

2026 Exercised

Lapsed/

Cancelled

Balance

30 June

2026

Option

price

Exercise

date

Market

price on

date of

exercise

Gain

£000s

Date

from which

exercisable Expiry date

Mark Dearnley – – – – – – – – – – – –

James Hilton 31 March 2022 7,692 – – 7,692 – – – – – 1 May 2025

31 October

2025

2.3 Outstanding PSP awards (audited)

The tables below show the outstanding PSP awards where vesting will be determined according to the achievement of performance

conditions that will be tested in future reporting periods. The awards are granted using conditional shares. All awards are subject to

Malus andClawback.

2024 PSP (granted in FY25) vesting in 2027, followed by a two-year Holding Period

The FY25 PSP targets are noted below.

Performance period 1 July 2024 to 30 June 2027

Grant date 27 September 2024

Vest date 27 September 2027 followed by a two-year Holding Period

Performance condition Weighting

Threshold

(25% of the elementvests)

Interim point

(45% of the element vests)

Maximum

(100% of the elementvests)

Relative TSR

(1)

20% Median of the

comparatorgroup

– Upper quartile of the

comparator group

Cumulative EPS

(2)

30% 13p – 19p

Cash Conversion

(3)

50% 80% 85% 110%

Total 100%

1. Relative TSR – the targets are consistent with prior years. TSR is measured against a bespoke comparator group, with vesting subject to satisfactory financial performance as

determined by the Committee. The comparator group for the FY25 award is: Adecco SA, Kelly Services Inc, Manpower Inc, Page Group, Randstad Holdings nv, Robert Half

International Inc, Robert Walters plc and SThree.

2. EPS – the Committee reviewed the EPS performance targets for the FY25 period and, considering internal financial targets, external market consensus and existing headwinds to

performance, determined targets that align with appropriate levels of pay for performance whilst remaining sufficiently stretching. While the ranges are lower than the FY24 grant,

theCommittee was satisfied that the target range was highly challenging in light of the EPS outcome for FY24 (4.03 pence) and the consensus forecasts for FY25 at the time the

targets were set, recognising that performance is measured on a cumulative basis. EPS growth of c.25% per annum was required at that time in order to achieve full vesting.

3. Cash Conversion – the target range for cash conversion remains the same as for the FY24 grant. Consistent with prior years, 45% of this element is payable for cash conversion of

85%, with straight-line vesting for interim levels of performance.

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The award is subject to Malus for the three-year Performance Period and Clawback during the two-year Holding Period.

Executive Director

% of FY25

salary awarded

Face value

at award £000s

Share price

at award £

Maximum number

of shares

Threshold number

of shares (25%)

Dirk Hahn 200% 1,278 0.923 1,383,748 345,937

James Hilton 200% 940 0.923 1,018,418 254,604

Note:

In line with the Corporate Governance Code, the Remuneration Committee will continue to have discretion to amend the final vesting level should any formulaic assessment of

performance not reflect a balanced view of the business performance during the performance period. The Committee may also adjust targets or outcomes in certain circumstances

(egsignificant unplanned M&A activity).

2025 PSP (granted in FY26) vesting in 2028, followed by a two-year Holding Period (audited)

The FY26 PSP targets are disclosed below.

Performance period 1 July 2025 to 30 June 2028

Grant date 25 September 2025

Vest date 25 September 2028 followed by a two-year Holding Period

Performance condition Weighting Strategic objective

Threshold

(25% of the

element vests)

Interim point

(45% of the

element vests)

Maximum

(100% of the

element vests)

EPS

(1)

50% 4.04p – 6.45p

Cash Conversion

(2)

30% 80% 85% 105%

Strategic Objectives

(3)

20%

Each

objective is

equally

weighted

FY28 Operating Profit of the

8focus countries (a)

£20.4m – £29.8m

Consultant Productivity (b) 1% – 5%

Gross Cost Savings pa (c) £33.75m – £48.75m

Total 100% –

1. EPS targets were set in the context of exceptional market volatility and external factors impacting performance across the sector. The Committee considered various reference points

including internal financial targets, evolving external forecasts, and lead indicators in a volatile trading environment. While the targets differed from prior years, the Committee was

satisfied that they were appropriately stretching given the market context.

2. Cash Conversion – the target range for cash conversion has slightly reduced from 80%-110% to 80%-105%. This reflects the increased working capital outlay required as the business

increases its temporary and contracting business. Consistent with prior years, 45% of this element is payable for cash conversion of 85%, with straight-line vesting for interim levels of

performance.

3. Strategic Objectives:

a. The eight focus countries are: France, Spain, Italy, Poland, Switzerland, Austria, Japan and the USA.

b. Consultant productivity measures cumulative average annual growth calculated on a monthly basis.

c. Cost savings are the total annualised structural cost savings delivered between 1 July 2025 and 30 June 2028 before any reinvestment of savings.

The Committee noted share price movements over the year prior to grant. Given the ongoing market uncertainty, an adjustment was not made to grant levels to reflect potential

windfallgains. However the Committee will review outcomes at the time of any vesting and will exercise discretion as appropriate.

The award is subject to Malus for the three-year Performance Period and Clawback during the two-year Holding Period.

Executive Director

% of FY26

salary awarded

Face value

at award £000s

Share price

at award £

Maximum number

of shares

Threshold number

of shares (25%)

Dirk Hahn 200% 1,317 0.560 2,351,235 587,809

James Hilton 200% 968 0.560 1,730,473 432,618

Note: In line with the Corporate Governance Code, the Remuneration Committee will continue to have discretion to amend the final vesting level should any formulaic assessment of

performance not reflect a balanced view of the business performance during the performance period. The Committee may also adjust targets or outcomes in certain circumstances (eg

significant unplanned M&A activity).

Share awards granted to Mark Dearnley prior to becoming CEO (audited)

Mark Dearnley joined Hays as Chief Digital and Technology Officer (CDTO) on 4 August 2025. On 25 September 2025 he was granted an award under

the 2025 PSP on the same conditions as set out above. In addition, he was granted a one-off joining/buyout award using the closing share priceon the

date he joined Hays. These awards were based on his CDTO remuneration arrangements. The one-off award was set to vest in four annual tranches

from September 2026 to September 2029 based on agreed objectives covering the period through to 30 June 2029. Vesting of each tranche will be

determined by the Remuneration Committee. Both awards are summarised below.

Award Face value at award £000s Share price at award £ Maximum number of shares Threshold number of shares (25%)

2025 PSP 461 0.560 824,396 206,099

One-off 400 0.619 646,724 161,681

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2.4 Statement of Directors’ shareholdings and share interests (audited)

What has happened

The number of shares of the Company in which current Directors had a beneficial interest, and details of long-term incentive interests as at

30 June 2026, are set out in the table below.

Executive Director

Shareholding

requirement

% of salary

Number of shares

owned outright

Share price as

at 30 June 2026

Base salary as

at 1 July 2026

Actual share

ownership as

% of base salary Guidelines met

Mark Dearnley – joined Board on 18 May

2026 and building up shareholding 200% 1,424,000 £0.3118 £650,000 68% No

James Hilton – joined Board on 1 October

2022 and building up shareholding 200% 203,273 £0.3118 £493,782 13% No

Shares used for the above calculation exclude those with performance conditions, i.e. those awarded under the PSP which are still within their

Performance Period, any unexercised options, those shares subject to a period of deferral and any shares held in a private Trust where the

Executive Director is not a Trustee. They include vested shares where the Executive Directors have beneficial ownership, shares independently

acquired in the market and those held by a spouse or civil partner or dependent child under the age of 18 years.

The Executive Directors’ total shareholdings, including shares subject to deferral and including accrued dividend equivalents to 30 June 2026,

but excluding Sharesave options, are shown below. For reference, their Sharesave options are shown in the table in section 2.2.

Executive Director

Number of

owned outright

Value of owned

outright

(1)

Number of

shares subject

to deferral/

Holding Period

Value of

shares subject

to deferral/

Holding Period

(1)

Number of total

vested and

unvested shares

(excludes any

shares with

performance

conditions)

Value of total

vested and

unvested shares

(excludes any

shares with

performance

conditions)

(1)

Share ownership

as % of base

salary using

vested and

unvested

(2)

PSP share

interests

including

dividends subject

to performance

conditions

Mark Dearnley 1,424,000 £444,003 0 £0 1,424,000 £444,003 68% 1,485,487

Dirk Hahn 682,072 £212,670 459,375 £143,233 1,141,447 £355,903 54% 5,020,072

James Hilton 203,273 £63,381 1,040,256 £324,352 1,243,529 £387,732 80% 3,640,675

1. Share price as at 30 June 2026 and used in the above table was £0.3118.

2. Unvested shares will be subject to payroll deductions for tax and social security on vesting. All of Mark Dearnley’s shares are owned outright. Dirk Hahn has 682,072 owned outright

shares and 459,375 unvested. James Hilton has 203,273 owned outright shares and 1,040,256 unvested.

There have been no changes to the above holdings as at the date of this Report.

The table below shows the NEDs’ shareholdings as at 30 June 2026 (audited).

Non-Executive Director

Shares held at

30 June 2026

Shares held at

30 June 2025

Michael Findlay 93,297 34,382

Susan Murray 4,000 4,000

Cheryl Millington 5,000 –

Joe Hurd 26,868 18,654

Zarin Patel 11,763 11,653

Helen Cunningham 6,237 –

Anthony Kirby 10,000 –

There have been no changes to the above holdings for current NEDs as at the date of this Report.

Remuneration continued

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2.5 TSR chart and table

The graph below shows the value of £100 invested in the Company’s shares compared to the FTSE 350 Index. The graph shows the total

shareholder return generated by both the movement in share value and the reinvestment over the same period of dividend income.

TheCommittee considers that the FTSE 350 is the appropriate index because the Company has been a member of this index throughout

theperiod. This graph has been calculated in accordance with the Regulations.

Chief Executive historical remuneration

The table below sets out the total remuneration delivered to the Chief Executive over the last ten years, valued using the methodology applied

to the total Single Figure of Remuneration.

Chief Executive 2017 2018 2019 2020 2021 2022 2023

2024

Alistair

Cox

2024

Dirk

Hahn

2025

Dirk

Hahn

2026

Dirk

Hahn

2026

Mark

Dearnley

Total Single Figure (£000s) 2,993 3,009 2,666 1,468 2,590 2,548 2,449 788 1,372 1,609 1,159 430

Annual Bonus payment level achieved (%

of maximum opportunity) 93% 97% 49% 0% 97% 89% 52% 36% 38% 37% 65% 65%

PSP vesting level achieved

(% of maximum opportunity) 60% 55% 70% 50% 50% 50% 80% 53% n/a n/a 50% n/a

2.6 CEO settlement terms (audited)

As noted elsewhere, Dirk Hahn stepped down as CEO on 27 February 2026. Under his contract, Dirk has a 12 months’ notice period. He will

remain employed until 26 August 2026, during which time he will be on garden leave but will remain available, as required, to allow for a full

handover and orderly transition to Mark Dearnley. While employed, Dirk will receive normal salary, pension and benefits in line with his existing

terms. For the remaining six months of his notice period Dirk will receive a payment in lieu of base salary, pension and benefits, to be paid in

instalments and subject to mitigation.

The Remuneration Committee has agreed Good Leaver status in principle (to be confirmed at the end of employment) for Dirk in relation

tohisFY26 Annual Bonus and outstanding share awards. Malus and Clawback will continue to apply. Subject to performance, Dirk received

apro-rated annual bonus for the period actively employed during FY26, with 50% of any bonus paid in cash and 50% deferred into shares

forthree years. Any outstanding deferred annual bonus awards will be released at their normal time. Dirk’s FY24 PSP vested in line with

theperformance noted above and 604,677 shares will be held for a further two years. Other outstanding PSP shares will vest subject to

performance and time pro-rating. Shares will normally be released at the end of the relevant Holding Period. Dirk will not receive a PSP

grantfor FY27.

In line with his contractual terms, Dirk will receive assistance of up to £10,000 pa to complete his tax returns in Germany and the UK, in respect

of the tax years during his employment. Hays will contribute up to £60,000 (plus VAT) for outplacement support and up to £16,000 (plus VAT)

towards legal fees. Dirk is subject to Hays’ post-employment shareholding requirements as set out in the Remuneration Policy.

2.7 Payments to past Directors/payment for loss of office during FY26 (audited)

There have been no payments to past Directors or for loss of office during FY26.

TSR

250

200

150

100

Source: Bloomberg

Hays plc

30 Jun

2016

30 Jun

2026

30 Jun

2025

30 Jun

2024

30 Jun

2023

30 Jun

2022

30 Jun

2021

30 Jun

2020

30 Jun

2019

30 Jun

2018

30 Jun

2017

FTSE 350

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Section 3 – Remuneration in the broader context

In this section

3.1 Remuneration for employees belowBoard 3.3 External appointments

3.2 CEO to employee payratio 3.4 Relative importance of spend on pay

3.1 Remuneration for employees below Board

Our remuneration philosophy is cascaded throughout the organisation. Members of the Executive Leadership Team (ELT) are deemed

‘specified individuals’ under the Remuneration Committee’s Terms of Reference and therefore have their remuneration set by the Committee.

Our ELT has an Annual Bonus scheme that is measured against Group and regional financial targets and personal and strategic objectives.

Ofany award, 50% is usually deferred into shares for three years and subject to Malus provisions. The cash element is usually subject to

Clawback provisions for three years. Members of the ELT also usually participate in the Performance Share Plan (PSP) with the same

performance conditions as the Executive Directors.

Employees below the ELT receive base salary and benefits which are benchmarked to the local markets and countries in which they work.

These are reviewed regularly. There is a strong tie of reward to performance which is recognised through annual bonuses, commission or

other non-financial recognition.

For FY27 we have updated our PSP for employees who hold key strategic positions or are deemed critical to the business through their

performance. The performance conditions of this plan now mirror those of the ELT and the population has been streamlined.

For FY27 the Board also considered how we can provide additional emphasis to the execution of our ambitious strategic goals for the coming

year, in light of our aims to reduce voluntary attrition, stabilise net fees, and drive stretching performance. Given the transformational nature

ofthe planned changes to our portfolio, the Board decided to implement a one-off share award for all colleagues which is linked to profit

outperformance for FY27. The award will start to vest when we start to accrue our target levels of performance and pay at maximum for

significant outperformance of target. The Board is of the view that this one-off share scheme has scope to galvanise the entire organisation

towards the transformation, reinforce our performance culture and provide direct alignment with the shareholder experience by encouraging

a culture of share ownership.

Nine countries offer a Sharesave plan to employees. There is a US Stock Purchase Plan for employees in the USA.

As stated in our Remuneration Policy, each year, prior to reviewing the remuneration of the Executive Directors and the members of the ELT,

the Committee considers a report prepared by the Global Director of Reward detailing remuneration practice across the Group. The report

provides a regional overview of how employee pay compares to the market, describes any material changes during the year and includes

detailed analysis of basic pay and variable pay changes within the UK, where all of the Executive Directors and most of the ELT are employed.

While the Company does not currently directly consult with employees as part of the process of reviewing executive pay and formulating

theRemuneration Policy, the Company takes account of feedback from the broader employee population on a regular basis using the

engagement survey, which includes a number of questions relating to remuneration.

Helen Cunningham is the Non-Executive Director appointed for workforce engagement. Helen attended various employee events and

projects to learn first-hand about issues or concerns.

Please note that in line with the Companies (Directors’ Remuneration and Audit) (Amendment) Regulations 2025 the previously disclosed table

setting out the change in the remuneration paid to Board Directors compared with the average percentage change for Hays plc employees

has been discontinued.

Remuneration continued

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The table below summarises the narrative above.

Principles Components

Operate a consistent

reward and performance

philosophy throughout

the business.

Provide a balanced

package with a strong

linkbetween reward

and individual and

financial performance.

Encourage a material,

personal stake in the

business to give a

long-term focus on

sustained growth.

Base salary

Based on skill and experience

and benchmarked to

local market.

Annual bonus

Employees who hold positions

that influence the business

strategy and direction, or hold

key roles that have a direct

effect on business results,

have annual bonuses based

ona combination of Group,

Regional and/or local business

targets and personal or

strategic objectives.

For members of the ELT, 50%

of any bonus earned is usually

deferred into shares for three

years and is subject to Malus.

Performance Share Plan (PSP),

Momentum Velocity,

and Sharesave

Members of the ELT usually participate in

the same PSP Plan as Executive Directors,

subject to Remuneration Committee

approval. The PSP is subject to Malus

andClawback provisions.

ELT members are encouraged to

retainshares.

Below the ELT, key employees participate

in the PSP each year with a three-year

Performance Period. Financial targets are

normally based on Group financial results.

Nominations are reviewed and approved

by the Remuneration Committee.

Momentum Velocity is a one-off

performance-based share award

forallcolleagues for FY27 only.

Employees in nine countries can

participate in a Sharesave plan with the

option to purchase shares after three

years. A US Stock Purchase Plan for

employees in the USA was launched

inFY19.

Benefits

Benchmarked to local market

and can include pension, life

assurance, health cover and

discounted voluntary benefits.

In the UK the Executive

Directorsparticipate in

the sameHMRC-approved

plansas other UK employees.

Every employee globally is

givenat least eight hours of

paidvolunteering per year to

allow them to give back to the

communities in which they live

and work.

Commission

Client-facing employees have

annual bonuses based on

personal objectives and/or

commission directly related

to personal business

performance.

Your Voice survey

An annual global employee engagement

survey is conducted across all Hays’

employees in all countries to

ascertain overall engagement.

This includes a number of questions

relating to remuneration.

Timeline

Fixed

Variable

Long-term/Ongoing

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3.2 CEO to employee pay ratio

This is the seventh year that we have been required to disclose the ratio of CEO remuneration to that of our employees at the median, 25

and

percentiles. The table below provides further details:

Year Method 25

percentile pay ratio Median pay ratio 75

percentile pay ratio

FY26 A 38:1 26:1 17:1

FY25 A 46:1 33:1 20:1

FY24 A 65:1 47:1 30:1

FY23 A 83:1 56:1 33:1

FY22 A 84:1 54:1 32:1

FY21 A 92:1 65:1 40:1

FY20 A 53:1 36:1 22:1

The following table provides salary and total remuneration information in respect of the employees at each quartile.

Year Element of pay 25

percentile Median 75

percentile

FY26 Salary £32,500 £42,024 £55,318

Total remuneration £38,960 £56,757 £88,575

We are committed to providing a total reward package for our employees that is competitive. The structure of remuneration for employees is

shown in section 3.1. We anticipate that the ratio may vary significantly year to year as it will be influenced by the level of variable pay earned

such as commission and annual bonus and, in the case of PSP awards, by the level of vesting and share price fluctuation. The changes this

yearreflect ongoing investment in the reward of colleagues across the Group, in particular for entry- to mid-level roles and the consultant

population.

This variation in remuneration will apply to both employees and the CEO.

In FY26, Mark Dearnley succeeded Dirk Hahn as CEO and the pay ratio was calculated using their combined single figure data. This approach

is consistent with the approach used in FY24 when Dirk Hahn succeeded Alistair Cox as CEO.

A greater portion of the package is variable at senior levels. The median pay ratio therefore reflects the pay, reward and progression policies.

In calculating the ratio, we have used methodology A, the same method used for the CEO Single Figure of Remuneration, as this is felt to be

the most accurate calculation and allows like for like comparison. Data is at 30 June 2026.

The UK employees included in the calculation are those who have been employed for the full FY26 and part-time employees have been

pro-rated to full-time equivalents to enable a realistic comparison as required under the legislation. We have excluded leavers and joiners

during the year as it is felt these would not allow an accurate calculation of the figures.

3.3 External appointments

The Company considers that certain external appointments can help to broaden the experience and contribution to the Board of the Executive

Directors. Any such appointments are subject to prior agreement by the Company and must not be with competing companies. Subject to the

Company’s agreement, any fees may be retained by the individual.

Mark Dearnley is a Trustee at The King’s Trust.

James Hilton does not currently hold any external appointments.

3.4 Relative importance of spend on pay

The table below sets out the relative importance of the spend on pay in FY26 and FY25 compared with other disbursements. All figures are

taken from the relevant Hays Annual Report.

Disbursements

from profit in FY26

£m

Disbursements

from profit in FY25

£m % change

Profit distributed by way of dividends and share buybacks £7.0m £19.8m -64.6%

Overall spend on pay including Directors £684.1m £721.2m -5.1%

Remuneration continued

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Section 4 – Statement of implementation of the Policy in the following financial year

In this section

4.1 Executive Directors 4.3 Voting outcomes

4.2 Non-Executive Directors 4.4 Service contracts

Below are the Remuneration Policy decisions for FY27.

4.1 Executive Directors

Summary

Position Name

Base salary from

1 July 2026

Maximum bonus

potential as % of salary

Maximum PSP award

as % of salary Benefits and pension

CEO Mark Dearnley £650,000 150% 200% Pension is 4% of salary in line with the pension

level of the majority of UK employees.

CFO James Hilton £493,782 150% 200% Pension is 4% of salary in line with the pension

level of the majority of UK employees.

Mark Dearnley was appointed to the role of CEO on 18 May 2026 and his base salary has not been adjusted further. James Hilton’s salary was

increased by 2% for FY27 in line with the eligible workforce. There are no changes to any benefits.

FY27 Annual Bonus

The financial metrics and weightings of the performance conditions remain unchanged at 80% financial and 20% personal.

Performance

condition Weighting

Financial

(profit and cash)

80% It should be noted that the Committee views the disclosure of the actual performance targets as

commercially sensitive. The Committee will aim to provide retrospective disclosure of the performance

targets in the FY27 Remuneration Report to allow shareholders to judge the bonus earned in the context of

the performance delivered. In some instances, the detail of certain personal objectives may continue to be

commercially sensitive for an extended period.

Personal 20%

Total 100%

Normally, unless the shareholding requirement has already been met, 50% of any award will be deferred into shares and held for three years

from the date of award. If the shareholding requirement has been met this will be 20%. This award will be subject to Malus conditions for the

three-year Deferral Period.

Any cash award is subject to Clawback conditions for three years from the date of payment.

2026 PSP (Granted in FY27) vesting in 2029, followed by a two-year Holding Period

The PSP metrics and weightings remain unchanged from the 2025 PSP grant. Market volatility and the external factors which are impacting

performance across the sector continue to make forecasting performance over the next three years particularly challenging.

Overall, the Committee is satisfied that the targets are appropriately stretching given the current market context. The Committee will review

both outcomes and the context for performance delivery at the end of the performance period to ensure that outcomes suitably reflect

performance.

The FY27 PSP targets are disclosed below:

Performance period 1 July 2026 to 30 June 2029

Grant date 16 September 2026

Vest date 16 September 2029 followed by a two-year Holding Period

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Performance condition Weighting Strategic objective

Threshold

(25% of the

elementvests)

Interim point

(45% of the

element vests)

Maximum

(100% of the

elementvests)

EPS

(1)

50% 6.6p – 13.5p

Cash Conversion

(2)

30% 80% 85% 105%

Strategic Objectives

(3)

20%

Each

objective is

equally

weighted

Consultant productivity (a) Inflation +1% – Inflation +5%

Gross cost savings (b) £67.5m – £135.0m

Colleague engagement (c) Aligned with

external benchmark

– +3% on external

benchmark

Total 100% –

1. EPS – the Committee reviewed the EPS performance targets for the FY26 period and, considering internal financial targets, external market consensus and existing performance,

determined targets that align with appropriate levels of pay for performance whilst remaining sufficiently stretching.

2. Cash Conversion – the target range for cash conversion has remained unchanged. Consistent with prior years, 45% of this element is payable for cash conversion of 85%, with

straight-line vesting for interim levels of performance.

3. Strategic objectives:

a. Cumulative average annual growth in consultant productivity. Inflation will be considered on a weighted aggregate basis across the country portfolio.

b. Total structural cost saving to be delivered by 30 June 2029.

c. Colleague engagement is considered critical to managing attrition and driving good productivity. The Group uses an external benchmark provided by Culture Amp.

The award is subject to Malus for the three-year performance period and Clawback during the two-year Holding Period. The Committee has noted share price movements over the past

year. Given the ongoing market uncertainty, an adjustment has not been made to grant levels to reflect potential windfall gains. However the Committee will review outcomes at the time

of any vesting and will exercise discretion as appropriate.

Notes: In line with the Corporate Governance Code, the Remuneration Committee will continue to have discretion to amend the final vesting level should any formulaic assessment of

performance not reflect a balanced view of the business performance during the performance period. The Committee may also adjust targets or outcomes in certain circumstances (eg

significant unplanned M&A activity).

4.2 Non-Executive Directors

Base fees for the Chair and other NEDs have been increased by 2% for FY27 in line with the eligible workforce in the UK. There are no changes

to the other fees and therefore the Chair of Committee fee, SID fee, and Committee membership fee will remain the same for FY27. There is

nofee for being the Chair of the Nomination Committee. Fees for FY27 are shown below.

Position

Fee for

FY27

£000s

Fee for

FY26

£000s

Chair 244,800 240,000

Base fee 67,175 65,858

Committee Chair (including fee for NED responsible for workforce engagement) 13,390 13,390

SID 11,330 11,330

Committee fee 5,000 5,000

4.3 Voting outcome for the 2023 Remuneration Policy at the 15 November 2023 AGM and FY25

Directors’ Remuneration Report at the 19 November 2025 AGM

Votes Votes 2023 Policy %

Votes FY25 Remuneration

Report %

Votes for 1,307,126,011 93.20% 1,402,656,174 99.98%

Votes against 95,392,505 6.80% 290,671 0.02%

Votes withheld 291,633 – 3,901,960 –

4.4 Service contracts

Please refer to the Policy section above for full details. Copies of contracts and letters of appointment are available for inspection at the

registered office.

Remuneration continued

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Section 5 – Governance

In this section

5.1 Remuneration Committee

members and attendees

5.3 Meetings in FY26 5.5 Engagement with shareholders

5.2 Terms of Reference 5.4 Advisers to the Remuneration

Committee

5.6 Considering risk

5.7 General governance

5.1 Remuneration Committee members and attendees

The table below shows the members and attendees of the Remuneration Committee during FY26.

Remuneration Committee members Position Comments

Susan Murray

Committee Chair

Member since 12 July 2017 Independent

Helen Cunningham Member from 1 March 2024 Independent

Anthony Kirby Member from 1 April 2024 Independent

Remuneration Committee attendees Position Comments

Michael Findlay Group Chair Attends by invitation

Zarin Patel Non-Executive Director Attends by invitation

Cheryl Millington Non-Executive Director Attends by invitation

Joe Hurd Non-Executive Director Attends by invitation

Dirk Hahn Chief Executive Officer

Attended by invitation until he stepped down on

27 February 2026

Mark Dearnley Chief Executive Officer

Attends by invitation since his appointment as interim

CEO on 27 February 2026

James Hilton Chief Financial Officer Attends by invitation

Other executives Chief People Officer Attends by invitation

Global Director of Reward Attends by invitation

The Company Secretary

The Deputy Company Secretary

Attends by invitation

Acts as Secretary to the Committee

Deloitte Committee’s independent adviser Attends by invitation

No person is present during any discussion relating to their own remuneration.

5.2 Terms of Reference

The Board has delegated to the Committee, under agreed Terms of Reference, responsibility for the Remuneration Policy and for determining

specific packages for the Executive Directors, the Chair and other senior executives. The Company consults with key shareholders in respect

of the Remuneration Policy and the introduction of new incentive arrangements. The Terms of Reference for the Committee are available on

the Company’s website, haysplc.com, and from the Company Secretary at the registered office.

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5.3 Meetings in FY26

The Committee normally meets at least four times per year. During FY26, it formally met six times as well as having ongoing dialogue via email

or online/phone discussion. The meetings principally discussed the following key issues and activities:

• In accordance with the three-year cycle, a review of the overall Remuneration Policy

• A review of the basic salary, bonus, PSP awards, and personal objectives of the Executive Directors and other senior executives

• A review of the short- and long-term incentive plans to ensure they align to the new strategy

• Consideration of the relationship between executive reward and the reward structures in place for other Group employees, including a

one-off share-based incentive for all colleagues

• A review of the Committee’s Terms of Reference

• A review of Gender Pay Gap reporting.

5.4 Advisers to the Remuneration Committee

Deloitte was appointed as the independent adviser to the Committee with effect from November 2016 following a competitive tender process.

During FY26 Deloitte has advised the Committee on all aspects of the Remuneration Policy for Executive Directors and members of the

Executive Leadership Team.

The Committee is satisfied that the advice received was objective and independent. Deloitte is a member of the Remuneration Consultants’ Group

and the voluntary code of conduct of that body is designed to ensure objective and independent advice is given to remuneration committees.

Deloitte’s total fee for FY26 in relation to Committee work was £106,200 excluding VAT. While fee estimates are generally required for each

piece of work and set fees have been agreed for certain regular work, fees are generally calculated based on time, with hourly rates in line with

the level of expertise and seniority of the adviser concerned. During the year, the wider Deloitte firm also provided tax advisory and compliance

services, HR consulting services and transaction support to Hays.

5.5 Engagement with shareholders

The Committee seeks to maintain an active and productive dialogue with investors on developments in the remuneration aspects of corporate

governance generally and any changes to the Company’s executive pay arrangements. As FY26 is our three-year Policy renewal year, the

Committee wrote to its largest shareholders and the main proxy voting agencies to explain proposed minor changes to the Policy.

The Committee would like to thank those shareholders and proxy agencies who responded and appreciated the feedback and support.

5.6 Considering risk

Each year, the Committee considers the executive remuneration structure in the light of the Group’s key areas of risk. The Committee takes

into consideration whether the achievement of objectives and any payment from plans have taken into account the overall risk profile of the

Company when it evaluates the executives’ performance.

5.7 General governance

The Directors’ Remuneration Report has been prepared in accordance with the Companies Act 2006, the Large and Medium-sized

Companies and Groups (Accounts and Reports) Regulations 2008 (as amended, including the 2025 amendments), the UK Corporate

Governance Code and the Listing Rules.

By order of the Board

Susan Murray

Chair of the Remuneration Committee

19 August 2026

Remuneration continued

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Directors’ Report

Hays is incorporated in the UK and registered as a public limited company in England

andWales. Its headquarters are in London and it is listed on the main market of the

LondonStock Exchange.

Information Location in this Annual Report Page(s)

Appointment and retirement of Directors Nomination Committee report 100

Business model and strategy Strategic Report 2-21, 25-30

Governance Report Governance Report 75-132

Directors and their interests Governance Report, Directors’ RemunerationReport 78-80, 124

Cautionary Statement on forward-looking information Shareholder information 185

Dividends/dividend policy Strategic Report, Financial Statements – note 11 24, 159

GHG emissions/SECR disclosures Strategic Report 57

Going concern and viability statement Strategic Report 72-73

Related party transactions Financial Statements – note 27 174

Post Balance Sheet Events Financial Statement – note 31 175

List of subsidiaries Hays plc Company Financial Statements – note 12 182-184

Stakeholder Engagement and Section 172 statement Strategic Report, Governance Report

34-37, 84-86

Share capital and control of the Company and

significantagreements

Financial Statements - note 25

171

Significant Shareholders Shareholder Information

185

The Directors’ Report for the year ended 30 June 2026 comprises

pages 133-136 of this report, together with the sections of the Annual

Report incorporated by reference. In accordance with section

414C(11) of the Companies Act 2006, this Directors’ Report

incorporates by reference the following sections of the Annual

Report:

• Strategic Report

• Financial Statements

• Corporate Governance Report

• Shareholder information

The purpose of this report is to provide information to the members

of the Company, as a body. The Company, its Directors, employees,

agents or advisers do not accept or assume responsibility to any other

person to whom this document is shown or into whose hands it may

come and any such responsibility or liability is expressly disclaimed.

Strategic Report

A description of the Company’s business model and strategy is set

out in the Strategic Report along with the factors likely to affect the

Group’s future development, performance and position. An overview

of the principal risks and uncertainties faced by the Group is also

provided in the Strategic Report. TheCompany’s Section 172

statement can be found on page 37.

The Statement of Compliance with the Code for the reporting period

is contained in the Governance Report on page 77.

Information relating to matters addressed by the Audit & Risk,

Remuneration, Sustainability and Nomination Committees, which

operate within clearly defined Terms of Reference, are set out within

the Audit & Risk, Remuneration, Sustainability and Nomination

Committee Reports. Information relating to dividends and

majorityshareholders can be found on page 185 under Shareholder

information.

Directors

Biographies of the serving Directors are provided on pages 78-80

ofthis report. During the year, Dirk Hahn resigned from his position

as a Director and as Chief Executive Officer with effect 27 February

2026. Mark Dearnley was appointed as a Director and as Interim

Chief Executive Officer with effect from 27 February 2026 and

wassubsequently appointed as Chief Executive Officer on 18 May

2026. All other Directors served on the Board throughout FY26.

CherylMillington is the Senior Independent Director and Helen

Cunningham is the Designated Workforce Engagement Director.

Disclosure of information to the Auditor

So far as the Directors who held office at the date of approval of

thisreport are aware, there is no relevant audit information of which

the External Auditor is unaware and each Director has taken all steps

that he or she ought to have taken as a Director to make himself or

herself aware of any relevant audit information and to establish that

the External Auditor is aware of that information.

This confirmation should be interpreted in accordance with Section

418 of the Companies Act 2006.

Board Oversight of Risk

The Board has overall responsibility for determining the nature and

extent of the significant risks the Group is willing to take in achieving

its strategic objectives, and for maintaining sound risk management

and internal control systems.

Further details on the Company’s risk management and internal

controls procedures are provided at pages 64-65 and page 98.

Hays plc

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133Strategic

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Additional

Information

Disclosures required under the UK

ListingRules

The information required to be disclosed in accordance with the

Financial Conduct Authority’s Listing Rules can be located in the

following pages of the Annual Report:

UK Listing Rule 6.6.1(3) Pages

Details of long-term incentive schemes

124

UK Listing Rule 6.6.6(8) Pages

Climate-related financial disclosures consistent

with TCFD

58-63

UK Listing Rule 6.6.6(9) and (10) Page

Diversity disclosures

The above table sets out only those sections of the UKLRs which are

relevant. Any items not listed are not applicable.

Appointment and retirement of Directors

Shareholders may appoint any person who is willing to act as

aDirector by ordinary resolution and may remove any Director

byordinary resolution. The Board may appoint any person to fill

anyvacancy or as an additional Director, provided that they are

submitted for election by the shareholders at the AGM following

their appointment. Specific conditions apply to the vacation of

office,including cases where a Director becomes prohibited by

lawor regulation from holding office, or is persistently absent from

directors’ meetings, or if all of the other appointed Directors request

his or her resignation or in the case of mental incapacity or bankruptcy.

Annual election and re-election of Directors

In accordance with the 2024 Code, all Directors are subject to

annual re-election by shareholders. Each of the Non-Executive

Directors seeking re-election at this year’s AGM are considered

tobe independent in judgement and character. Having received

advice from the Nomination Committee, the Board is satisfied that

each Director standing is qualified for election/re-election by virtue

of their skills, experience and commitment to the Board.

Non-Executive Director appointments are initially for a period of

three years, and may be renewed for two further three-year terms,

provided the Director continues to meet the independence criteria

and subject to recommendation from the Nomination Committee,

taking into account individual contribution, length of service of the

Board overall and its future needs.

The Executive Directors’ service contracts and the Chair’s and

Non-Executive Directors’ letters of appointment are available for

inspection at the registered office of the Company during normal

business hours, and at the AGM.

Directors’ insurance and indemnities

The Company continues to maintain third-party directors’

andofficers’ liability insurance for the benefit of its Directors.

Thisprovides insurance cover for any claim brought against

Directors or officers for wrongful acts in connection with

theirpositions.

The Directors have also been granted qualifying third-party

indemnities, as permitted under the Companies Act 2006, which

remain in force. Neither the insurance nor the indemnities extend

toclaims arising from fraud or dishonesty and do not provide cover

for civil or criminal fines or penalties provided by law.

Director Independence and Commitment

The Board is currently composed of the Non-Executive Chair,

whowas independent upon appointment, two Executive Directors

andsixindependent Non-Executive Directors. During the year, the

Board considered the independence of each of the Non-Executive

Directors by reviewing their external commitments and tenure.

TheBoard concluded that each of the Non-Executive Directors is

independent in character and judgement in line with the definition

set out in the 2024 Code and there are no business or other

circumstances that are likely to affect the independence of any

Non-Executive Director. Prior to making new appointments, each

prospective Non-Executive Director is asked to confirm they will

have sufficient time to discharge their responsibilities effectively

andthat they had no conflicts of interest.

General powers of the Directors

The powers of the Directors are contained in the Company’s

Articlesof Association (Articles). These powers may be exercised

byany meeting of the Board at which a quorum of three Directors is

present. The power of the Board to manage the business is subject

to any limitations imposed by the Companies Act 2006, the Articles

or any directions given by special resolution of the shareholders

applicable at a relevant time.

The Articles contain an express authority for the appointment of

Executive Directors and provide the directors with the authority

todelegate or confer upon such Directors any of the powers

exercisable by them upon such terms and conditions and with

suchrestrictions as they see fit. The Articles contain additional

authorities to delegate powers and discretions to committees

andsubcommittees.

Directors’ powers to allot and buy

backshares

The Directors have the power to authorise the issue and buyback

ofthe Company’s shares by the Company, subject to shareholder

authority, applicable legislation and the Articles.

At the 2025 AGM held on 19 November 2025, shareholders

authorised the Company to make market purchases of up to

159,815,369 ordinary shares, representing approximately 10% of

theCompany’s issued share capital. Further information on this

authority is set out in Resolution 19 of the 2025 AGM Notice.

The Company utilised this authority during the year to undertake

market purchases of its own shares to be held in treasury for the

purpose of satisfying obligations under its employee share plans.

The following share buyback programmes were undertaken:

• on 22 October 2025, the Company commenced a share buyback

programme to repurchase 2,000,000 ordinary shares with an

aggregate consideration of up to £2 million, which concluded

on5 November 2025 for a total consideration of approximately

£1.19 million; and

• on 1 June 2026, the Company commenced a further share

buyback programme with an aggregate consideration of up

to£5 million, which was subsequently increased to a maximum

of£10 million on 8 June 2026. The programme concluded on

26 June 2026 with the repurchase of approximately 29 million

ordinary shares.

Supplier Payment Practices

The Group is committed to fair and responsible payment practices

and pays suppliers in accordance with agreed terms, subject to

suppliers meeting their contractual obligations. Payment terms are

agreed at the outset of each commercial relationship. The Group

monitors its payment performance and processes to support the

timely settlement of supplier invoices. Details of the Group’s UK

Directors’ report continued

Hays plc

Annual Report & Accounts 2026

134 Strategic

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Financial

Statements

Additional

Information

payment practices reporting submissions are available on the UK

Government’s Payment Practices Reporting portal.

Political donations

The Company made no political donations during the financial year

ended 30 June 2026 (2025: nil) and the Board intends to maintain

itspolicy of not making such payments.

Conflicts of interest

Directors have a duty to avoid a situation where they have, or could

have, a direct or indirect interest that conflicts, or may conflict, with

the interests of the Company. Any conflicts or potential conflicts

identified are considered and, as appropriate, authorised by the

Board in accordance with the Company’s Articles.

The conflicts of interest register is reviewed annually to ensure

itisup to date and that there are no new conflicts to consider.

Nonew conflicts were recorded this year that would impact

theindependence of any of the Directors.

Executive Directors are permitted to hold only one external

non-executive directorship, subject to any possible conflict of

interest. This ensures that Executive Directors retain sufficient

timefor and focus on the Company’s business, whilst allowing

themto gain external board exposure as part of their leadership

development. Executive Directors are permitted to retain any

feespaid for such services.

Non-Executive Directors’ external commitments are reviewed each

year to ensure that additional commitments do not adversely impact

their time commitment to Hays and that they remain compliant with

investor guidance on ‘overboarding’.

Before committing to an additional appointment, Directors confirm

the existence of any potential or actual conflicts; and provide

thenecessary assurance that the appointment will not adversely

impact their ability to continue to fulfil their role at Hays. Directors

arerequired to obtain formal approval from the Board ahead

ofundertaking any new external appointments.

The Board is satisfied that these procedures continue to

operateeffectively.

Share capital and Significant Agreements

Hays has one class of Ordinary shares which carry no right to

fixedincome or control over the Company. These shares may be

held in certificated or uncertificated form. As at 30 June 2026, the

Company had 1,600,433,092 fully paid Ordinary shares in issue,

ofwhich 30,180,866 Ordinary shares were held in treasury.

The rights and obligations attaching to the Company’s Ordinary

shares are contained in the Articles. In brief, the Ordinary shares

allow holders to receive dividends and to exercise one vote on a

pollper Ordinary share for every holder present in person or by

proxy at general meetings of the Company. They also have the

rightto a return of capital on the winding-up of the Company.

There are no restrictions on the size of holding or the transfer of

shares, which are both governed by the general provisions of the

Company’s Articles and legislation. Under the Articles, the Directors

have the power to suspend voting rights and the right to receive

dividends in respect of Ordinary shares and to refuse to register a

transfer of Ordinary shares in circumstances where the holder of

those shares fails to comply with a notice issued under Section 793

of the Companies Act 2006.

The Directors also have the power to refuse to register any transfer

of treasury shares. The Company is not aware of any agreements

between shareholders that might result in the restriction of transfer

of voting rights in relation to the shares held by such shareholders.

The Company is not party to any significant agreements that

wouldtake effect, alter or terminate following a change of control

ofthe Company. The Company does not have agreements with any

Director or officer that would provide compensation for loss of office

or employment resulting from a takeover, except that provisions of

the Company’s share plans may cause options and awards granted

under such plans to vest on a takeover.

Shares held by the Employee Benefit Trust

The Hays plc Employee Share Trust (the Trust) is an employee

benefit trust which is permitted to hold Ordinary shares in the

Company for employee share schemes purposes. As at 30 June

2026, 47,126 Ordinary shares were held by the Trust as at the year

end. Shares held in the Trust may be transferred to participants of

the various Group share schemes. No voting rights are exercisable

inrelation to shares unallocated to individual beneficiaries.

Treasury shares

As Hays has only one class of share in issue, it may hold a maximum

of 10% of its issued share capital in treasury. As at 30 June 2026,

1.9% of the Company’s shares were held in treasury. Legislation

restricts the exercise of rights on Ordinary shares held in treasury.

The Company is not allowed to exercise voting rights conferred by

the shares while they are held in treasury. It is prohibited from paying

any dividend or making any distribution of assets on treasury shares.

Once in treasury, shares can only be sold for cash, transferred to an

employee share scheme or cancelled. The shares are held in treasury

and will be utilised to satisfy employee share-based award obligations.

Result of 2025 AGM

At the Company’s 2025 AGM, Resolution 16 (Authority to allot

shares) and 18 (Disapplication of pre-emption rights) received a vote

of just over 20% against the Board’s recommendations. The Board

engaged with our major institutional shareholders to explain the

Board’s rationale in proposing these resolutions and to ensure that

its views were understood. The votes cast against these resolutions

reflect a shareholder’s established voting policy, which is not aligned

with the Company’s approach. As this is a policy-driven position

thathas remained unchanged over time, further engagement is

notexpected to alter the shareholder’s voting stance. While the

Directors have no present intention to exercise the share capital

authorities reflected in these resolutions, it is intended to propose

the resolutions again at the 2026 AGM as they provide appropriate

flexibility in line with investor body guidelines.

2026 Annual Report & Accounts

On the recommendation of the Audit & Risk Committee and having

considered all matters brought to the attention of the Board during

the financial year, the Board is satisfied that the Annual Report &

Accounts, taken as a whole, is fair, balanced and understandable.

The Board believes that the disclosures set out in the Annual Report

provide the information necessary for shareholders to assess the

Company’s performance, business model and strategy.

2026 Annual General Meeting

The Company’s 2026 AGM will be held at the Company’s registered

office, 4

Floor, 107 Cheapside, London, EC2V 6DN. Full details on

how to attend and the resolutions being proposed for shareholder

approval will be set out in the Notice of Meeting issued ahead of

themeeting.

By order of the Board

James Hilton

Director

19 August 2026

Hays plc

Annual Report & Accounts 2026

135Strategic

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Governance

Report

Financial

Statements

Additional

Information

Statement of Directors’

Responsibilities

The Directors are responsible for preparing the Annual Report and the Accounts in

accordance with applicable law and regulation.

Company law requires the Directors to prepare Financial Statements

for each financial year. Under that law, the Directors have prepared

the Group Financial Statements in accordance with UK-adopted

international accounting standards and the Company Financial

Statements in accordance with United Kingdom Generally Accepted

Accounting Practice (United Kingdom Accounting Standards,

comprising FRS 101, ‘Reduced Disclosure Framework’, and

applicablelaw).

Under company law, Directors must not approve the Financial

Statements unless they are satisfied that they give a true and fair

view of the state of affairs of the Group and Company and of the

profit or loss of the Group for that period. In preparing the Financial

Statements, the Directors are required to:

• select suitable accounting policies and then apply

themconsistently

• state whether applicable UK-adopted international accounting

standards have been followed for the Group Financial Statements,

and United Kingdom Accounting Standards, comprising FRS 101,

have been followed for the Company Financial Statements,

subject to any material departures disclosed and explained

intheFinancial Statements

• make judgements and accounting estimates that are reasonable

and prudent

• prepare the Financial Statements on the going concern basis

unless it is inappropriate to presume that the Group and

Companywill continue in business.

The Directors are responsible for safeguarding the assets of the

Group and Company and hence for taking reasonable steps for

theprevention and detection of fraud and other irregularities.

The Directors are also responsible for keeping adequate accounting

records that are sufficient to show and explain the Group’s and

Company’s transactions and disclose with reasonable accuracy

atany time the financial position of the Group and Company

andenable them to ensure that the Financial Statements

andtheDirectors’ Remuneration Report comply with the

CompaniesAct2006.

The Directors are responsible for the maintenance and integrity

ofthe Company’s website. Legislation in the United Kingdom

governing the preparation and dissemination of Financial

Statements may differ from legislation in other jurisdictions.

Directors’ confirmations

The Directors consider that the Annual Report and Accounts, taken

as a whole, is fair, balanced and understandable and provides the

information necessary for shareholders to assess the group’s and

company’s position and performance, business model and strategy.

Each of the Directors, whose names and functions are listed in the

Governance Report, confirm that, to the best of their knowledge:

• the Group Financial Statements, which have been prepared in

accordance with UK-adopted international accounting standards,

give a true and fair view of the assets, liabilities, financial position

and profit of the Group

• the Company Financial Statements, which have been prepared

inaccordance with United Kingdom Accounting Standards,

comprising FRS 101, give a true and fair view of the assets,

liabilitiesand financial position of the Company

• the Annual Report and Accounts, taken as a whole, is fair,

balanced and understandable and provides the information

necessary for shareholders to assess the Company’s position,

performance, business model and strategy.

This responsibility statement was approved by the Board of

Directors on 19 August 2026 and signed on its behalf by order

oftheBoard

Mark Dearnley

Chief Executive Officer

James Hilton

Chief Financial Officer

19 August 2026

Hays plc

Company Registered No. 02150950

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Financial Statements

138 Independent Auditors’ Report

144 Consolidated Group Financial Statements

176 Hays plc Company Financial Statements

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Report on the audit of the

financialstatements

Opinion

In our opinion:

• Hays plc’s Group financial statements and Company financial

statements (the “financial statements”) give a true and fair view

ofthe state of the Group’s and of the Company’s affairs as at

30 June 2026 and of the Group’s loss and the Group’s cash

flowsfor the year then ended;

• the Group financial statements have been properly prepared in

accordance with UK-adopted international accounting standards

as applied in accordance with the provisions of the Companies

Act 2006;

• the Company financial statements have been properly prepared

in accordance with United Kingdom Generally Accepted

Accounting Practice (United Kingdom Accounting Standards,

including FRS 101 “Reduced Disclosure Framework”, and

applicable law); and

• the financial statements have been prepared in accordance with

the requirements of the Companies Act 2006.

We have audited the financial statements, included within the

Annual Report & Accounts (the “Annual Report”), which comprise:

• the Consolidated Balance Sheet as at 30 June 2026;

• the Hays plc Company Balance Sheet as at 30 June 2026;

• the Consolidated Income Statement for the year then ended;

• the Consolidated Statement of Comprehensive Income for the

year then ended;

• the Consolidated Statement of Changes in Equity for the year

then ended;

• the Consolidated Cash Flow Statement for the year then ended;

• the Hays plc Company Statement of Changes in Equity for the

year then ended; and

• the notes to the financial statements, comprising material

accounting policy information and other explanatory information.

Our opinion is consistent with our reporting to the Audit and

RiskCommittee.

Basis for opinion

We conducted our audit in accordance with International Standards

on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities

under ISAs (UK) are further described in the Auditors’ responsibilities

for the audit of the financial statements section of our report.

Webelieve that the audit evidence we have obtained is sufficient

and appropriate to provide a basis for our opinion.

Independence

We identified that certain PwC network firms had performed

accounts preparation activities to support local statutory reporting

during the current and prior periods. These are prohibited non-audit

services under paragraph 5.40 of the FRC’s Ethical Standard 2019

and 2024. The services were provided to immaterial subsidiaries that

did not form part of our evidence in respect of the Group audit, or to

a material subsidiary where the work did not form part of our

evidence in respect of the Group audit. Based on our assessment

ofthis breach, the nature and scope of the services and the

subsequent actions taken, we confirm that the provision of these

services has not compromised our professional judgement or

integrity in connection with the audit report.

Other than the matter referred to above, to the best of our

knowledge and belief, we declare that no non-audit services

prohibited by the FRC’s Ethical Standard 2019 and 2024 were

provided to the Group or the Company.

Other than those disclosed in Note 7 to the Consolidated Financial

Statements, we have provided no non-audit services to the

Company or its controlled undertakings in the period under audit.

Our audit approach

Overview

Audit scope

• We performed full scope audits of 15 components;

• In addition, for a further four components, we performed specific

procedures on certain account balances or classes of transactions

within each component based on the relative contribution to the

Group balances;

• Specific audit procedures in relation to various Group activities,

including the consolidation, going concern, share based

payments, taxation, pensions, certain costs classified as

exceptional items, the Group’s revolving credit facility and

associated interest charges and the carrying value of goodwill

were performed by the Group team centrally; and

• We performed a statutory audit of the Company.

Key audit matters

• Classification of exceptional costs (Group)

• Carrying value of the Company’s investment in Hays Specialist

Recruitment Holdings Limited (Company)

• Accounting for office closures and lease exits (Group)

Materiality

• Overall Group materiality: £6.8 million (2025: £7.6 million) based

on 0.75% of net fees (2025: 0.78%).

• Overall Company materiality: £7.8 million (2025: £7.8 million)

based on 1% of total assets (2025: 1% of total assets). Where

balances were in scope for the Group consolidated results,

wehave restricted the materiality used in our testing of the

balances to the amount of materiality available for allocation.

• Performance materiality: £5.1 million (2025: £5.7 million) (Group)

and £5.9 million (2025: £5.9 million) (Company).

The scope of our audit

As part of designing our audit, we determined materiality and assessed

the risks of material misstatement in the financial statements.

Key audit matters

Key audit matters are those matters that, in the auditors’ professional

judgement, were of most significance in the audit of the financial

statements of the current period and include the most significant

assessed risks of material misstatement (whether or not due to

fraud) identified by the auditors, including those which had the

greatest effect on: the overall audit strategy; the allocation of

resources in the audit; and directing the efforts of the engagement

team. These matters, and any comments we make on the results of

our procedures thereon, were addressed in the context of our audit

of the financial statements as a whole, and in forming our opinion

thereon, and we do not provide a separate opinion on these matters.

This is not a complete list of all risks identified by our audit.

Accounting for office closures and lease exits is a new key audit

matter this year. Otherwise, the key audit matters below are

consistent with last year.

Independent auditors’ report

to the members of Hays plc

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Key audit matter How our audit addressed the key audit matter

Classification of exceptional costs (Group)

Refer to Audit and Risk Committee Report, Notes 2 (f), 3, 5 and 24

to the Consolidated Financial Statements for the Directors’

disclosures of the related accounting judgements and details of

theexceptional items.

The Group recorded exceptional items of £89.6 million

(2025: £30.7 million) in the Consolidated Income Statement.

The presentation of these items as exceptional is judgemental and

has a significant impact on the reader’s interpretation of the results

of the Group as detailed in the financial statements.

Management has classified costs relating to the group-wide

restructuring, including office closures and lease exits and

impairment losses arising from the disposal of operations, as

exceptional due to their significance on the Group’s reported

results and their one-off nature.

In order to test the appropriateness of the presentation of items

considered to be exceptional in line with the Group’s accounting policy,

we performed the following procedures:

• Obtained an understanding of management’s process for identifying

and approving costs recognised as exceptional in nature;

• Audited the appropriateness of the amount recorded as restructuring

costs by substantiating a sample of exceptional items to

corroborating evidence. This was performed by a combination of

local component teams and the central Group team;

• Obtained an understanding of the nature of the activities linked to

these costs and management’s rationale for classification as

exceptional in accordance with the Group’s accounting policy on

such items; and

• Reviewed the disclosures relating to these exceptional items for

appropriateness and completeness and assessed whether there

wasequal prominence of GAAP and non-GAAP measures within

theAnnual Report and Accounts.

Based on our work, we are satisfied that the treatment of exceptional

items is materially consistent with the Group’s policy and we consider

the presentation and disclosure in the Strategic Report as well as in the

notes to the financial statements to be appropriate.

Accounting for office closures and lease exits (Group)

Refer to the Audit and Risk Committee Report; Notes 2(t), 5, 16

and24.

In the year, the Group has recognised a total charge of

£26.6 million in relation to the exercise undertaken to consolidate

operations or exit a number of properties as part of its

restructuring programme.

For those properties that management do not expect to sublet,

accelerated depreciation of £14.0 million was recognised along

with a write-off of £2.0 million of related leasehold improvements

and other fixed assets no longer in use.

Where management expects properties to be sublet, it assessed

the related right-of-use assets for impairment and recognised an

impairment charge of £0.9 million.

Additionally, onerous contract provisions of £9.7 million relating to

unavoidable property costs have been recognised.

Thehigh volume of office closures and planned lease exits meant

that additional audit effort was spent on this area of accounting.

This included the existence and value of potential sublease

arrangements and the estimation of unavoidable future

propertycosts.

To test whether the office closures and lease exits were accounted for

appropriately, we performed the following audit procedures, either

centrally or through our component teams in scope for the Group audit:

• Obtained an understanding of management’s process in determining

the accounting treatment of exited leases and subsequent planned

sublets, where applicable;

• Obtained management’s schedule of exited offices and assessed

whether the related leases meet the criteria for accelerated

depreciation, impairment or onerous provision under applicable

accounting standards;

• For a sample of office exits where there is no planned sublet, we

obtained the necessary communications evidencing the decision to

exit, and reviewed the lease agreements and other related contracts

to assess the revised useful life, and recalculated the resulting

accelerated depreciation and onerous contract provision;

• For a sample of office exits where there are planned sublets,

ourcomponent audit team, including relevant experts, reviewed

management’s value in use (“ViU”) model and challenged the key

assumptions therein, including the assumed length of the sub-lease

and expected rental values; and

• Assessed the mathematical accuracy of the underlying calculations

supporting the office exit accounting for a sample of properties.

Based on the work performed, we are satisfied that the accounting

treatment for office closures and lease exits, including key judgements

over impairment, onerous provisions and sublet assumptions, has been

appropriately supported and classified.

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Independent auditors’ report continued

Key audit matter How our audit addressed the key audit matter

Carrying value of the Company’s investment in Hays Specialist Recruitment Holdings Limited (Company)

Refer to Audit and Risk Committee Report, Note 1 and Note 5 of the

Company Financial Statements.

At 30 June 2026, the Parent Company held investments in its

subsidiaries with a carrying value of £678.2m (2025: £678.2 million).

One of its investments is in Hays Specialist Recruitment Holdings

Limited (“HSRH”) which in turn holds the UK operations.

In accordance with IAS 36, the Company’s investments

(the“investment”) balance should be carried at no more than its

recoverable amount, being the higher of fair value less costs to

selland its value in use (“ViU”). IAS 36 requires an entity to

determine whether there are indications that an impairment

lossmay have occurred and if so, make a formal estimate of

therecoverable amount.

Management identified an impairment indicator as the Group’s

market capitalisation at 30 June 2026 was lower than the

aggregate carrying value of the investments.

Management determined that the risk of impairment related to

theinvestment in HSRH and consequently prepared a detailed

impairment assessment, determining the higher value to be based

on its ViU model.

Based on its assessment, and the challenge provided during our

audit, management concluded that no impairment charge was

required in respect of HSRH (2025: £65.7m impairment) in the

Company financial statements.

To address the risk of impairment of the carrying value of the investment

in HSRH, the holding company for the UK operations, we performed the

following audit procedures:

• Performed a walkthrough to obtain an understanding of the

impairment and annual budgeting processes, and evaluated the

design effectiveness of key controls;

• Evaluated management’s accounting policies and gained an

understanding of the methodology and assumptions applied as part

of the impairment assessment, in accordance with IAS 36;

• Performed a lookback of historical performance of the UK operations

to assess forecasting accuracy;

• Verified the mathematical accuracy of the calculations used to

estimate the ViU;

• Assessed internal and external market evidence to evaluate the

achievability of certain assumptions in the ViU model, particularly

inrelation to assumed net fee growth and the impact of planned

costsavings;

• Engaged our valuation specialists to independently assess

management’s discount rate and long-term growth rate; and

• Evaluated the disclosures in Note 1, Accounting Policies, and Note 5,

Investments, in the Company financial statements, including sensitivity

disclosures, to verify compliance with accounting standards.

Based on our work performed, we are satisfied that the carrying value of

the Company’s investment in HSRH is appropriate.

How we tailored the audit scope

We tailored the scope of our audit to ensure that we performed

enough work to be able to give an opinion on the financial

statements as a whole, taking into account the structure of the

Group and the Company, the accounting processes and controls,

and the industry in which they operate.

The Group’s 21 trading countries are structured across four

reporting segments, Australia & New Zealand (‘ANZ’), Germany, UK &

Ireland (‘UK&I’) and Rest of World (‘ROW’). Of the 21 trading countries,

four components across the UK, Germany and Australia are subject

to full scope audits and together represent 61% of the Group’s

netfees. We considered these four components to be significant

due to their relative size within the Group.

A further 11 components were also subject to full scope audits by

PwC teams which represented a further 18% of Group net fees.

Three additional components were subject to testing of specific

financial statement line items only, covering a further 9% of net fees.

In total, our procedures covered 88% of the Group’s net fees.

One holding company was subject to a limited scope audit of tax

balances, prepayments and other debtors.

Central review procedures, including targeted analytical reviews,

were performed by the Group audit team on the remaining entities

that were not subject to full scope or specific procedures. These

countries represented the remaining 12% of net fees.

We ensured that we maintained appropriate oversight of our

component auditors through issuing detailed instructions and

maintaining regular communication with all teams. Specifically for

the significant components in Germany and Australia this included

regular video conferences and remote working paper reviews to

direct and supervise the work of these teams to satisfy ourselves as

to the appropriateness of the audit work performed. The audit of the

other significant component in the UK is conducted by members of

the Group team.

The Group audit team also attended the closing meetings for each

of the full scope component audits.

The Parent Company is comprised of one component, included in

those detailed above, which was subject to a full scope audit by the

Group engagement team.

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Additional

Information

The impact of climate risk on our audit

As part of the audit, we made enquiries of management to understand and evaluate the Group’s risk assessment process in relation to climate

change. We reviewed management’s disclosure which sets out its assessment of climate change risk to the Group and the impact on the

financial statements. In evaluating the completeness of the risks identified, we reviewed management’s assessment and challenged

management on how it considered the potential financial impacts of the Group’s commitment to halving its Scope 3 emissions from

purchased goods and services by 2030 (vs 2020 baseline) and transitioning to 100% renewable energy in all offices. Management concluded

there are no significant financial reporting risks arising. Based on our evaluation of this assessment, we concluded this was appropriate.

Wealso read the disclosures in relation to climate change made in the Strategic Report section of the Annual Report to ascertain whether the

disclosures are materially consistent with the financial statements and our knowledge from our audit. Our responsibility over other information

is further described in the ”Reporting on Other Information” section of this report.

Materiality

The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together

with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the

individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and in aggregate on

the financial statements as a whole.

Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:

For each component in the scope of our Group audit, we allocated

amateriality that is less than our overall Group materiality. The range

of materiality allocated across components was between

£0.6 million and £6.5 million. Certain components were audited to

alocal statutory audit materiality that was also less than our overall

Groupmateriality.

We use performance materiality to reduce to an appropriately low

level the probability that the aggregate of uncorrected and

undetected misstatements exceeds overall materiality. Specifically,

we use performance materiality in determining the scope of our

audit and the nature and extent of our testing of account balances,

classes of transactions and disclosures, for example in determining

sample sizes. Our performance materiality was 75% (2025: 75%) of

overall materiality, amounting to £5.1 million (2025: £5.7 million) for

the Group financial statements and £5.9 million (2025: £5.9 million)

for the Company financial statements.

In determining the performance materiality, we considered a

number of factors – the history of misstatements, risk assessment

and aggregation risk and the effectiveness of controls – and

concluded that an amount at the upper end of our normal range

wasappropriate.

We agreed with the Audit and Risk Committee that we would report

to them misstatements identified during our audit above £340,000

(Group audit) (2025: £380,000) and £340,000 (Company audit)

(2025: £380,000) as well as misstatements below those amounts

that, in our view, warranted reporting for qualitative reasons.

Conclusions relating to going concern

Our evaluation of the directors’ assessment of the Group’s and the

Company’s ability to continue to adopt the going concern basis of

accounting included:

• Performing a walkthrough of the Group’s financial statement

close process, budgeting and forecasting process and

confirmingour understanding of management’s going concern

assessment process;

• Obtaining management’s going concern model which included

abase case, a severe but plausible downside and reverse stress

case scenario covering the going concern assessment period;

• Critically assessing the assumptions within the models including:

assessing the historical accuracy of management’s forecast and

obtaining corroborating, and considering both confirmatory and

contradictory evidence for the assumptions used;

• Reviewing management’s sensitivity analysis on the severe but

plausible downside case to assess the impact on the liquidity

andcovenant headroom;

• Testing the mathematical accuracy of the cash flow forecast and

validating the opening cash position; and

• Assessing the adequacy of the disclosure provided in Note 2 of

the Consolidated and Company financial statements.

Based on the work we have performed, we have not identified

anymaterial uncertainties relating to events or conditions that,

individually or collectively, may cast significant doubt on the Group’s

and the Company’s ability to continue as a going concern for a

period of at least twelve months from when the financial statements

are authorised for issue.

Financial Statements – Group Financial Statements – Company

Overall

materiality

£6.8 million (2025: £7.6 million). £7.8 million (2025: £7.8 million).

How we

determined it

0.75% of net fees (2025: 0.78%) 1% of total assets (2025: 1% of total assets). Where

balances were in scope for the Group consolidated

results, we have restricted the materiality used in our

testing of the balances to the amount of materiality

available for allocation.

Rationale for

benchmark

applied

We consider net fees to be a key performance

measure that appropriately reflects the size and scale

of the Group and is less prone to volatility in the current

environment. We consider the benchmark and the

percentage applied to result in a materiality level

appropriately reflecting the decrease in overall

activityyear on year.

We believe that total assets is the most appropriate

measure to assess a holding company, and is a

generally accepted auditing benchmark.

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Additional

Information

In auditing the financial statements, we have concluded that the

directors’ use of the going concern basis of accounting in the

preparation of the financial statements is appropriate.

However, because not all future events or conditions can be

predicted, this conclusion is not a guarantee as to the Group’s and

the Company’s ability to continue as a going concern.

In relation to the directors’ reporting on how they have applied the

UK Corporate Governance Code, we have nothing material to add

ordraw attention to in relation to the directors’ statement in the

financial statements about whether the directors considered it

appropriate to adopt the going concern basis of accounting.

Our responsibilities and the responsibilities of the directors with

respect to going concern are described in the relevant sections of

this report.

Reporting on other information

The other information comprises all of the information in the Annual

Report other than the financial statements and our auditors’ report

thereon. The directors are responsible for the other information.

Ouropinion on the financial statements does not cover the other

information and, accordingly, we do not express an audit opinion

or,except to the extent otherwise explicitly stated in this report,

anyform of assurance thereon.

In connection with our audit of the financial statements,

ourresponsibility is to read the other information and, in doing so,

consider whether the other information is materially inconsistent

with the financial statements or our knowledge obtained in the audit,

or otherwise appears to be materially misstated. If we identify an

apparent material inconsistency or material misstatement, we are

required to perform procedures to conclude whether there is a

material misstatement of the financial statements or a material

misstatement of the other information. If, based on the work we have

performed, we conclude that there is a material misstatement of this

other information, we are required to report that fact. We have

nothing to report based on these responsibilities.

With respect to the Strategic Report and Directors’ Report, we also

considered whether the disclosures required by the UK Companies

Act 2006 have been included.

Based on our work undertaken in the course of the audit, the

Companies Act 2006 requires us also to report certain opinions and

matters as described below.

Strategic Report and Directors’ Report

In our opinion, based on the work undertaken in the course of the

audit, the information given in the Strategic Report and Directors’

Report for the year ended 30 June 2026 is consistent with the

financial statements and has been prepared in accordance with

applicable legal requirements.

In light of the knowledge and understanding of the Group and

Company and their environment obtained in the course of the audit,

we did not identify any material misstatements in the Strategic

Report and Directors’ Report.

Directors’ Remuneration

In our opinion, the part of the Annual Report on Remuneration to be

audited has been properly prepared in accordance with the

Companies Act 2006.

Corporate governance statement

The Listing Rules require us to review the directors’ statements in

relation to going concern, longer-term viability and that part of the

corporate governance statement relating to the company’s

compliance with the provisions of the UK Corporate Governance

Code specified for our review. Our additional responsibilities with

respect to the corporate governance statement as other information

are described in the Reporting on other information section of

thisreport.

Based on the work undertaken as part of our audit, we have

concluded that each of the following elements of the corporate

governance statement is materially consistent with the financial

statements and our knowledge obtained during the audit, and we

have nothing material to add or draw attention to in relation to:

• The directors’ confirmation that they have carried out a robust

assessment of the emerging and principal risks;

• The disclosures in the Annual Report that describe those principal

risks, what procedures are in place to identify emerging risks and

an explanation of how these are being managed or mitigated;

• The directors’ statement in the financial statements about whether

they considered it appropriate to adopt the going concern basis of

accounting in preparing them, and their identification of any

material uncertainties to the Group’s and Company’s ability to

continue to do so over a period of at least twelve months from the

date of approval of the financial statements;

• The directors’ explanation as to their assessment of the Group’s

and Company’s prospects, the period this assessment covers and

why the period is appropriate; and

• The directors’ statement as to whether they have a reasonable

expectation that the Company will be able to continue in

operation and meet its liabilities as they fall due over the period

ofits assessment, including any related disclosures drawing

attention to any necessary qualifications or assumptions.

Our review of the directors’ statement regarding the longer-term

viability of the Group and Company was substantially less in scope

than an audit and only consisted of making inquiries and considering

the directors’ process supporting their statement; checking that the

statement is in alignment with the relevant provisions of the UK

Corporate Governance Code; and considering whether the

statement is consistent with the financial statements and our

knowledge and understanding of the Group and Company and

theirenvironment obtained in the course of the audit.

In addition, based on the work undertaken as part of our audit,

wehave concluded that each of the following elements of the

corporate governance statement is materially consistent with the

financial statements and our knowledge obtained during the audit:

• The directors’ statement that they consider the Annual Report,

taken as a whole, is fair, balanced and understandable, and

provides the information necessary for the members to assess the

Group’s and Company’s position, performance, business model

and strategy;

• The section of the Annual Report that describes the review of

effectiveness of risk management and internal control systems; and

• The section of the Annual Report describing the work of the Audit

and Risk Committee.

We have nothing to report in respect of our responsibility to report

when the directors’ statement relating to the Company’s compliance

with the Code does not properly disclose a departure from a

relevant provision of the Code specified under the Listing Rules for

review by the auditors.

Responsibilities for the financial statements and

the audit

Responsibilities of the directors for the

financialstatements

As explained more fully in the Statement of Directors’

Responsibilities, the directors are responsible for the preparation of

the financial statements in accordance with the applicable

framework and for being satisfied that they give a true and fair view.

The directors are also responsible for such internal control as they

determine is necessary to enable the preparation of financial

statements that are free from material misstatement, whether due

to fraud or error.

Independent auditors’ report continued

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Information

In preparing the financial statements, the directors are responsible

for assessing the Group’s and the Company’s ability to continue as a

going concern, disclosing, as applicable, matters related to going

concern and using the going concern basis of accounting unless the

directors either intend to liquidate the Group or the Company or to

cease operations, or have no realistic alternative but to do so.

Auditors’ responsibilities for the audit of the

financialstatements

Our objectives are to obtain reasonable assurance about whether

the financial statements as a whole are free from material

misstatement, whether due to fraud or error, and to issue an

auditors’ report that includes our opinion. Reasonable assurance is

ahigh level of assurance, but is not a guarantee that an audit

conducted in accordance with ISAs (UK) will always detect a material

misstatement when it exists. Misstatements can arise from fraud or

error and are considered material if, individually or in the aggregate,

they could reasonably be expected to influence the economic

decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with

laws and regulations. We design procedures in line with our

responsibilities, outlined above, to detect material misstatements

inrespect of irregularities, including fraud. The extent to which our

procedures are capable of detecting irregularities, including fraud,

isdetailed below.

Based on our understanding of the Group and industry, we identified

that the principal risks of non-compliance with laws and regulations

related to employment legislation and data protection regulations,

and we considered the extent to which non-compliance might have

a material effect on the financial statements. We also considered

those laws and regulations that have a direct impact on the financial

statements such as the Companies Act 2006, UK Listing Rules and

tax regulations. We evaluated management’s incentives and

opportunities for fraudulent manipulation of the financial statements

(including the risk of override of controls), and determined that the

principal risks were related to the posting of unusual journals to

increase revenue and/or decrease costs and therefore increase

profits, and management bias in determining accounting estimates

and judgements. The Group engagement team shared this risk

assessment with the component auditors so that they could include

appropriate audit procedures in response to such risks in their work.

Audit procedures performed by the Group engagement team and/

or component auditors included:

• Discussions with senior management, Group Legal Counsel,

Internal Audit, and the Audit and Risk Committee, including

consideration of known or suspected instances of non-

compliance with laws and regulation and fraud;

• Challenging assumptions and judgements made by management

in its significant accounting estimates;

• Reviewing Executive management’s incentives and bonus

schemes to understand and review drivers that could lead to

higher fraud risks;

• Performing unpredictable procedures; and

• Identifying and testing journal entries, in particular, certain journal

entries which have unexpected account combinations.

There are inherent limitations in the audit procedures described

above. We are less likely to become aware of instances of non-

compliance with laws and regulations that are not closely related

toevents and transactions reflected in the financial statements.

Also,the risk of not detecting a material misstatement due to fraud

ishigher than the risk of not detecting one resulting from error,

asfraud may involve deliberate concealment by, for example,

forgery or intentional misrepresentations, or through collusion.

Our audit testing might include testing complete populations of

certain transactions and balances, possibly using data auditing

techniques. However, it typically involves selecting a limited number

of items for testing, rather than testing complete populations. Wewill

often seek to target particular items for testing based on their size or

risk characteristics. In other cases, we will use audit sampling to

enable us to draw a conclusion about the population from which the

sample is selected.

A further description of our responsibilities for the audit of

thefinancial statements is located on the FRC’s website at:

www.frc.org.uk/auditorsresponsibilities. This description forms

partof our auditors’ report.

Use of this report

This report, including the opinions, has been prepared for and only

for the Company’s members as a body in accordance with Chapter

3 of Part 16 of the Companies Act 2006 and for no other purpose.

We do not, in giving these opinions, accept or assume responsibility

for any other purpose or to any other person to whom this report is

shown or into whose hands it may come save where expressly

agreed by our prior consent in writing.

Other required reporting

Companies Act 2006 exception reporting

Under the Companies Act 2006 we are required to report to you if,

in our opinion:

• we have not obtained all the information and explanations we

require for our audit; or

• adequate accounting records have not been kept by the

Company, or returns adequate for our audit have not been

received from branches not visited by us; or

• certain disclosures of directors’ remuneration specified by law are

not made; or

• the Company financial statements and the part of the Annual

Report on Remuneration to be audited are not in agreement with

the accounting records and returns.

We have no exceptions to report arising from this responsibility.

Appointment

We were first appointed by the Company for the financial year

ended 30 June 2017. Our uninterrupted engagement covers 10

financial years.

Other matter

The Company is required by the Financial Conduct Authority

Disclosure Guidance and Transparency Rules to include these

financial statements in an annual financial report prepared under

thestructured digital format required by DTR 4.1.15R – 4.1.18R and

filed on the National Storage Mechanism of the Financial Conduct

Authority. This auditors’ report provides no assurance over whether

the structured digital format annual financial report has been

prepared in accordance with those requirements.

Jonathan Sturges

(Senior Statutory Auditor)

for and on behalf of PricewaterhouseCoopers LLP

Chartered Accountants and Statutory Auditors

London

19 August 2026

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Consolidated Income Statement

For the year ended 30 June

		2026	2026		2025	2025
		Before	Exceptional		Before	Exceptional
		exceptional	items		exceptional	items
(In £s million)	Note	items	(note 5)	2026	items	(note 5)	2025
Turnover	4, 6	6,421.2	–	6,421.2	6,607.0	–	6,607.0
Net fees (1)	4, 6	905.5	–	905.5	972.4	–	972.4
Administrative expenses (2)	6	(856.9)	(89.6)	(946.5)	(926.8)	(30.7)	(957.5)
Operating profit	4	48.6	(89.6)	(41.0)	45.6	(30.7)	14.9
Net finance charge (3)	9	(13.5)	–	(13.5)	(13.4)	–	(13.4)
Profit before tax		35.1	(89.6)	(54.5)	32.2	(30.7)	1.5
Tax	10	(15.8)	12.1	(3.7)	(11.3)	2.0	(9.3)
Profit/(loss) after tax		19.3	(77.5)	(58.2)	20.9	(28.7)	(7.8)
Profit/(loss) attributable to equity holders of the parent company		19.3	(77.5)	(58.2)	20.9	(28.7)	(7.8)
Earnings per share (pence)
• Basic	12	1.21p	(4.85p)	(3.64p)	1.31p	(1.80p)	(0.49p)
• Diluted	12	1.21p	(4.85p)	(3.64p)	1.31p	(1.80p)	(0.49p)

1. Net fees comprise turnover less remuneration of temporary workers and other recruitment agencies.

2. Administrative expenses include an impairment credit in trade receivables of £0.4 million (2025: an impairment loss of £0.5 million).

3. Net finance charge is stated net of interest received on bank deposits of £1.7 million (2025: £2.2 million).

Consolidated Statement of Comprehensive Income

For the year ended 30 June

(In £s million)	2026	2025
Loss for the year	(58.2)	(7.8)
Items that will not be reclassified subsequently to profit or loss:
Actuarial remeasurement of defined benefit pension schemes	–	(45.9)
Tax relating to components of other comprehensive income	(1.1)	12.2
	(1.1)	(33.7)
Items that may be reclassified subsequently to profit or loss:
Currency translation adjustments	6.2	(9.4)
Other comprehensive income/(loss) for the year net of tax	5.1	(43.1)
Total comprehensive loss for the year	(53.1)	(50.9)
Attributable to equity shareholders of the parent company	(53.1)	(50.9)

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Consolidated Balance Sheet

At 30 June 2026

(In £s million)	Note	2026	2025
Non-current assets
Goodwill	13	174.6	182.0
Other intangible assets	14	59.7	45.8
Property, plant and equipment	15	18.1	21.6
Right-of-use assets	16	130.7	166.6
Deferred tax assets	17	50.5	44.6
		433.6	460.6
Current assets
Trade and other receivables	18	1,082.6	1,134.1
Corporation tax debtor		8.1	5.9
Cash and cash equivalents	19	111.8	168.5
		1,202.5	1,308.5
Total assets		1,636.1	1,769.1
Current liabilities
Trade and other payables	22	(922.5)	(931.9)
Bank overdrafts	19	(26.7)	(36.5)
Lease liabilities	16	(24.2)	(39.8)
Corporation tax liabilities		(7.2)	(14.8)
Derivative financial instruments	20	(0.1)	–
Provisions	24	(40.3)	(25.6)
		(1,021.0)	(1,048.6)
Non-current liabilities
Bank loans	21	(65.0)	(95.0)
Lease liabilities	16	(129.0)	(140.9)
Provisions	24	(17.5)	(17.9)
		(211.5)	(253.8)
Total liabilities		(1,232.5)	(1,302.4)
Net assets		403.6	466.7
Equity
Called up share capital	25	16.0	16.0
Share premium		369.6	369.6
Capital redemption reserve		3.4	3.4
Retained earnings		(54.7)	12.1
Cumulative translation reserve		50.8	44.5
Equity reserve		18.5	21.1
Total equity		403.6	466.7

The Consolidated Financial Statements of Hays plc, registered number 2150950, as set out on pages 144 to 184 were approved by the Board

of Directors and authorised for issue on 19 August 2026.

Signed on behalf of the Board of Directors

M Dearnley J Hilton

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Consolidated Statement of Changes in Equity

For the year ended 30 June 2026

				Capital		Cumulative
	Called up	Share	Merger	redemption	Retained	translation	Equity
(In £s million)	share capital	premium	reserve (1)	reserve	earnings	reserve	reserve (2)	Total equity
At 1 July 2025	16.0	369.6	–	3.4	12.1	44.5	21.1	466.7
Currency translation adjustments	–	–	–	–	–	6.2	–	6.2
Tax relating to components of other comprehensive income	–	–	–	–	(1.1)	–	–	(1.1)
Net income recognised in other comprehensive income	–	–	–	–	(1.1)	6.2	–	5.1
Loss for the year	–	–	–	–	(58.2)	–	–	(58.2)
Total comprehensive income for the year	–	–	–	–	(59.3)	6.2	–	(53.1)
Dividends paid	–	–	–	–	(7.0)	–	–	(7.0)
Purchase of own shares	–	–	–	–	(11.7)	–	–	(11.7)
Share-based payments charged to the income statement	–	–	–	–	–	–	8.2	8.2
Share-based payments settled on vesting	–	–	–	–	10.8	–	(10.8)	–
Other share movements	–	–	–	–	0.4	0.1	–	0.5
At 30 June 2026	16.0	369.6	–	3.4	(54.7)	50.8	18.5	403.6

For the year ended 30 June 2025

				Capital		Cumulative
	Called up	Share	Merger	redemption	Retained	translation	Equity
(In £s million)	share capital	premium	reserve (1)	reserve	earnings	reserve	reserve (2)	Total equity
At 1 July 2024	16.0	369.6	28.8	3.4	62.0	53.9	23.9	557.6
Currency translation adjustments	–	–	–	–	–	(9.4)	–	(9.4)
Remeasurement of defined benefit pension
schemes	–	–	–	–	(45.9)	–	–	(45.9)
Tax relating to components of other comprehensive income	–	–	–	–	12.2	–	–	12.2
Net expense recognised in other comprehensive income	–	–	–	–	(33.7)	(9.4)	–	(43.1)
Loss for the year	–	–	–	–	(7.8)	–	–	(7.8)
Total comprehensive income for the year	–	–	–	–	(41.5)	(9.4)	–	(50.9)
Dividends paid	–	–	(28.8)	–	(19.0)	–	–	(47.8)
Share-based payments charged to the income statement	–	–	–	–	–	–	7.8	7.8
Share-based payments settled on vesting	–	–	–	–	10.6	–	(10.6)	–
At 30 June 2025	16.0	369.6	–	3.4	12.1	44.5	21.1	466.7

1. The Merger reserve was generated under Section 612 of the Companies Act 2006, as a result of the cash box structure used in the equity placing of new shares issued during the year

ended 30 June 2020.

2. The Equity reserve is generated as a result of IFRS 2 ‘Share-based payments’.

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Consolidated Cash Flow Statement

For the year ended 30 June 2026

(In £s million)	2026	2025
Operating profit	(41.0)	14.9
Adjustments for:
Exceptional items (note 5)	89.6	30.7
Depreciation of property, plant and equipment	7.2	10.2
Depreciation of right-of-use assets	39.5	44.7
Amortisation of other intangible assets	8.2	7.7
Loss on disposal of property, plant and equipment	0.2	0.3
Net movements in provisions (excluding exceptional items)	(1.3)	1.5
Share-based payments (excluding exceptional items)	8.5	7.7
	151.9	102.8
Operating cash flow before movement in working capital	110.9	117.7
Movement in working capital:
Decrease in trade and other receivables	56.0	51.3
(Decrease)/increase in trade and other payables	(31.1)	6.8
Movement in working capital	24.9	58.1
Cash generated by operations	135.8	175.8
Cash paid in respect of exceptional items	(42.0)	(29.9)
Pension scheme deficit funding (1)	–	(23.1)
Income taxes paid	(19.8)	(12.9)
Net cash inflow from operating activities	74.0	109.9
Investing activities
Purchase of property, plant and equipment	(6.1)	(7.0)
Purchase of intangible assets	(18.0)	(15.7)
Cash received on disposal of subsidiaries	0.8	–
Interest received	1.7	2.2
Net cash used in investing activities	(21.6)	(20.5)
Financing activities
Interest paid	(9.9)	(9.5)
Lease liability principal repayment (2)	(43.8)	(47.5)
Purchase of own shares	(11.7)	–
Equity dividends paid	(7.0)	(47.8)
(Decrease)/increase in bank loans and overdrafts	(30.0)	30.0
Repayment on refinancing of credit facility (3)	–	(135.0)
Drawdown on refinancing of credit facility (3)	–	135.0
Net cash used in financing activities	(102.4)	(74.8)
Net (decrease)/increase in cash, cash equivalents and bank overdrafts	(50.0)	14.6
Cash, cash equivalents and bank overdrafts at beginning of year (4)	132.0	121.8
Effect of foreign exchange rate movements	3.1	(4.4)
Cash, cash equivalents and bank overdrafts at end of year (4)	85.1	132.0

1. In the prior year pension contributions comprised £8.4 million in respect of pension deficit contribution, £12.6 million related to the full pension buy-in completed in December 2024,

and a further £2.1 million of expenses and true-ups.

2. Included within lease liability principal repayments is £4.9 million (2025: £4.6 million) relating to the interest of lease liabilities.

3. Under IAS 7 ‘Statement of Cash Flows’, upon refinancing the revolving credit facility in October 2024, the repayment of the old facility and drawdown under the new facility are

required to be disclosed separately on the face of the Consolidated Cash Flow Statement.

4. Cash, cash equivalents and bank overdrafts comprises cash and cash equivalents of £111.8 million (2025: £168.5 million) net of bank overdrafts of £26.7 million (2025: 36.5 million).

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Notes to the consolidated

FinancialStatements

1 General Information

Hays plc is a Company limited by shares, incorporated and domiciled

in the United Kingdom and registered in England and Wales and its

registered office and principal place of business is 4

Floor, 107

Cheapside, London EC2V 6DN.

The Consolidated Financial Statements have been prepared in

accordance with UK-adopted International Accounting Standards

and with the requirements of the Companies Act 2006 as applicable

to companies reporting under those standards. The Consolidated

Financial Statements are presented in sterling, the functional

currency of Hays plc.

New standards and interpretations

The Consolidated Financial Statements have been prepared on the

basis of the accounting policies and methods of computation

applicable for the year ended 30 June 2026. These accounting

policies are consistent with those applied in the preparation of the

Consolidated Financial Statements for the year ended 30 June 2025.

There are no new standards that are mandatory for the first time in

the Group’s accounting period beginning on 1 July 2025 and no new

standards have been early adopted.

The Group has not yet adopted certain new standards, amendments

and interpretations to existing standards, which have been published

but which are only effective for the Group accounting periods

beginning on or after 1 July 2026. These new pronouncements are

listed as follows:

• IFRS 18 ‘Presentation and Disclosure in Financial Statements’

(effective 1 January 2027).

The Directors are currently evaluating the impact of the adoption of

the standard, amendments and interpretations effective year ending

30 June 2028.

The Group’s principal accounting policies adopted in the presentation

of these Consolidated Financial Statements are set out below and

have been consistently applied to all the periods presented.

2 Material Accounting Policies

a Basis of preparation

The Consolidated Financial Statements have been prepared on the

historical cost basis with the exception of financial instruments,

pension assets and share-based payments. Financial instruments

have been recorded initially on a fair value basis and then at

amortised cost. Pension assets and share-based payments have

been measured at fair value.

b Going Concern

The Group’s business activities, together with the factors likely to

affect its future development, performance and position are set out

in the Strategic Report. The financial position of the Group, its cash

flows and liquidity position are described in the Chief Financial

Officer’s Review, with details of the Group’s treasury activities,

long-term funding arrangements and exposure to financial risk

included in notes 19 to 21 to the Consolidated Financial Statements.

As in prior years, the Board undertook a strategic business review

in the current year which took into account the Group’s current

financial position and the potential impact of the principal risks set

out in the Annual Report.

In addition, and in making this statement, the Board carried out a

robust assessment of the principal risks facing the Group, including

those that would threaten the Group’s business model, future

performance and liquidity, as well as the Group’s enterprise risk

management framework. This assessment also included an

evidence-based, external assessment of competitive market

environment, research on client needs and how evolving AI could

impact the sector. While the review has considered all the principal

risks identified by the Group, the resilience of the Group to the

occurrence of these risks in severe yet plausible scenarios has

been evaluated.

Financial position

The Group has in place a £240 million revolving facility which expires

in October 2029, with options to extend by a further two years by

agreement. At 30 June 2026, £175 million of the facility was

undrawn, with the Group at an overall net cash position of

£20.1 million, compared to net cash of £37.0 million at 30 June 2025.

The Group had a good working capital performance, with significant

management focus on cash collection and average trade debtor days

remaining below pre-pandemic levels at 36 days (2025: 37 days).

The Group has a history of strong cash generation, tight cost control

and flexible workforce management.

Assessment of Going Concern

The Board approves the annual budget at the start of the financial

year, which is based on submissions from the Group’s divisions,

following a thorough review process. The Board also reviews

monthly management reports and quarterly forecasts. The output

of the planning and budgeting processes has been used to

perform base case projections for going concern purposes,

under prudent assumptions:

• FY27 net fees and operating profit in-line with the approved

budget, which assumes subdued but benign market conditions

• modest, single digit net fee growth in FY28

• some improvements in overall liquidity, driven by ongoing

initiatives and by cash repatriation

• future dividends are in-line with current policy

• ongoing focus on structurally reducing the Group’s cost base and

careful management of all third-party spend

A sensitivity analysis of the Group’s cash flow was performed to

model the potential effects should the principal risks occur either

individually or in unison. The sensitivity analysis modelled a range of

severe, but plausible, downside scenarios against the base case

projections, incorporating the Group’s assessment of its principal

risks including a worsening of the macroeconomic environment

and intensified competition, AI and technology-enabled disruption,

the potential disruption from a major cyber event and the potential

impact of climate change, with a range of recovery scenarios

considered. The Board recognises that advances in AI and

technology platforms have accelerated over the last year and may

influence both the recruitment industry and the mix of roles for

which recruitment services are required. The Stress Case scenario

assumes that the Group experiences a severe further deterioration

in market conditions in H2 FY27.

The Directors are satisfied that the Group would be able to respond to

such scenarios with a range of measures including, but not limited to:

• Quickly decreasing headcount through natural attrition

• Reductions in discretionary spend

• Deferral of capital expenditure

• Further rationalisation or restructuring of business operations

• Reduction and elimination of cash distributions to shareholders

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Given the nature of the Temporary and Contract recruitment

business, periods of weaker trading are typically accompanied by

working capital inflows, providing additional liquidity resilience.

The Group’s increased exposure to Temporary & Contracting, which

represented 64% of Group net fees in FY26, provides additional

resilience relative to more cyclical Permanent recruitment markets.

Set against these downside trading scenarios, the Board also

considered key mitigating factors including the geographic and

sectoral diversity of the Group, its balanced business model across

Temporary, Permanent and Contract recruitment services, and the

benefits expected from the Momentum strategy. Momentum

sharpens the Group’s focus on market leadership in a narrower

portfolio of countries and specialisms, reinforces the Group’s

competitive advantage through proprietary data, technology,

specialist consultants and operational excellence, and targets

improved productivity and structural cost efficiency. Furthermore,

whilst our key markets remained challenging throughout FY26, skill

and talent shortages are widespread across our major markets and

are expected to remain so for the foreseeable future; the Directors

are therefore satisfied that the demand for recruitment services will

continue, supporting the resilience of our business model.

The actions taken to better position the business for the long-term,

including the exit from a number of non-core country businesses,

our resolute focus on driving improved consultant productivity

through better resource allocation and our actions to structurally

reduce the Group’s cost base drove a return to pre-exceptional

operating profit growth in the second half of FY26. The Directors

believe that these actions place the Group in a stronger position

moving forwards.

The Directors also considered a reverse stress test scenario to

understand the reduction required to cause a breach of financial

covenants or loss of solvency. The conclusion from the reverse

stress test is that the likelihood of the scenarios occurring is remote

and therefore does not represent a realistic threat to the going

concern assumption of the Group.

The Group has sufficient financial resources which, together with

internally generated cash flows, will continue to provide sufficient

sources of liquidity to fund its current operations, including its

contractual and commercial commitments and any proposed

dividends, and will remain within its banking covenants, with clear

headroom. The Group is therefore well placed to manage its

business risks.

After making enquiries and in consideration of the above, the

Directors have formed the judgement, at the time of approving the

financial statements, that there is a reasonable expectation that the

Group has adequate resources to continue in operational existence

throughout the going concern period, being at least 12 months from

the date of approval of the Consolidated Financial Statements.

For this reason, they continue to adopt the going concern basis of

accounting in preparing the Consolidated Financial Statements.

c Basis of consolidation

Subsidiaries are fully consolidated from the date on which power to

control is transferred to the Group. They are deconsolidated from

the date on which control ceases.

The acquisition method of accounting is used to account for the

acquisition of subsidiaries by the Group whereby the identifiable

assets, liabilities and contingent liabilities are measured at their fair

values at the date of acquisition. The excess of the cost of acquisition

over the fair value of the Group’s share of the identifiable net assets

acquired is recorded as goodwill. The Consolidated Financial

Statements consolidate the accounts of Hays plc and all of its

subsidiaries. The results of subsidiaries acquired or disposed during

the year are included from the effective date of acquisition or up to

the effective date of disposal, as appropriate.

All intra-Group transactions, balances, income and expenses are

eliminated on consolidation.

d Turnover

Turnover is measured at the fair value of the consideration received

or receivable at the point in time and represents amounts receivable

for services provided in the normal course of business, net of

discounts, including rebates VAT and other sales-related taxes.

Turnover arising from the placement of permanent candidates,

including turnover arising from Recruitment Process Outsourcing

(RPO) services, is recognised at the point in time the candidate

commences full-time employment. Where a permanent candidate

starts employment but does not work for the specified contractual

period, an adjustment is made based on experience in respect of

the expected required refund or credit note due to the client.

The revenue recognised from a permanent placement is typically

based on a percentage of the candidate’s remuneration package.

Turnover arising from temporary placements, including turnover

arising from Managed Service Programme (MSP) services,

is recognised starting at the point in time that temporary workers

are provided and continues through the duration of the placement.

In nearly all contract arrangements the Group acts as principal.

Where the Group is acting as a principal, turnover represents the

amounts billable for the services of the temporary workers, including

the remuneration costs of the temporary workers. The commission

included within the revenue recognised arising from temporary

placements is typically based on a percentage of the placement’s

hourly rate.

Where Hays acts as principal in arrangements that invoice on the

costs incurred with other recruitment agencies as part of the MSP

service provided, and in which Hays manages the recruitment

supply chain, turnover represents amounts billable on from other

recruitment agencies, including arrangements where no

commission is directly receivable by the Group.

In some limited instances where the Group is acting as an agent in

arrangements that invoice on behalf of other recruitment agencies

as part of the MSP service provided, turnover represents

commission receivable relating to the supply of temporary workers

and does not include the remuneration costs of the other agency

temporary workers.

Revenue recognition

Revenue is recognised for permanent placements on the day a

candidate starts work. Revenue is recognised for temporary

placements at the point in time that temporary workers are provided

and continues through the duration of the placement.

The factors considered by management on a contract by contract

basis when concluding the Company is acting as principal (gross

basis) rather than agent (net basis) are as follows:

• The client has a direct relationship with Hays;

• Hays has the primary responsibility for providing the services to

the client, and engages and contracts directly with the temporary

worker and other recruitment companies;

• Hays has latitude in establishing the rates directly or indirectly with

all parties; and

• Hays bears the credit risk on the receivable due from the client.

e Net fees

Net fees represent turnover less the remuneration costs of

temporary workers for temporary assignments and remuneration of

other recruitment agencies. For the placement of permanent

candidates, net fees are equal to turnover.

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2 Material Accounting Policies continued

f Exceptional items

Exceptional items, as disclosed on the face of the Consolidated

Income Statement, are items which due to their material non-

recurring nature have been classified separately and are highlighted

separately in the notes to the Consolidated Financial Statements. The

Group considers this provides additional useful information and

assists in understanding the financial performance achieved by the

Group. Separate presentation of these items is intended to enhance

understanding of the financial performance of the Group in the year

and the extent to which results are influenced by material non-

recurring items. These may include items such as a major restructure

of the business operations, multi-year transformation projects, net

gains or losses on subsidiary disposals or country closures, or a

material impairment of goodwill, impairment of right of use assets or

other intangible assets. Items described as “before exceptional items”

are alternative performance measures which we reconcile to

reporting measures in the notes to the financial statements.

g Foreign currencies

On consolidation, the tangible and intangible assets and liabilities of

subsidiaries denominated in foreign currencies are translated into

sterling at the rates ruling at the balance sheet date. Income and

expense items are translated into sterling at average rates of

exchange for the period. Any exchange differences which have

arisen from an entity’s investment in a foreign subsidiary, including

long-term loans, are recognised as a separate component of equity

and are included in the Group’s cumulative translation reserve.

On disposal of a subsidiary, any amounts transferred to the

cumulative translation reserve are included in the calculation of

profit and loss on disposal. All other translation differences are dealt

with in the Consolidated Income Statement.

Goodwill and fair value adjustments arising on the acquisition of a

foreign entity are treated as assets and liabilities of the foreign entity

and translated at the closing rate.

h Retirement benefit costs

The expense of defined benefit pension schemes and other

post-retirement employee benefits is determined using the

projected-unit credit method and charged to the Consolidated

Income Statement as an expense, based on actuarial assumptions

reflecting market conditions at the beginning of the financial year.

All remeasurement gains and losses are recognised immediately in

reserves and reported in the Consolidated Statement of

Comprehensive Income in the period in which they occur.

Past service costs, curtailments and settlements are recognised

immediately in the Consolidated Income Statement.

The Group chose under IFRS 1 to recognise in retained earnings all

cumulative remeasurement gains and losses as at 1 July 2004,

the date of transition to IFRS. The Group has chosen to recognise all

remeasurement gains and losses arising subsequent to 1 July 2004

in reserves and reported in the Consolidated Statement of

Comprehensive Income.

The Hays Pension Scheme Definitive Deed and Rules is considered

to provide Hays with an unconditional right to a refund of surplus

assets and therefore the recognition of a net defined benefit scheme

asset is not restricted and agreements to make funding

contributions do not give rise to any additional liabilities in respect of

the Scheme.

Payments to defined contribution schemes are charged as an

expense in the Consolidated Income Statement as they fall due.

i Share-based payments

The fair value of all share-based remuneration that is assessed upon

market-based performance criteria is determined at the date of

grant and recognised as an expense in the Consolidated Income

Statement on a straight-line basis over the vesting period, taking

account of the estimated number of shares that will vest.

The fair value of all share-based remuneration that is assessed upon

non-market-based performance criteria is determined at the date of

the grant and recognised as an expense in the Consolidated Income

Statement over the vesting period, based on the number of shares

that are expected to vest. The number of shares that are expected to

vest is adjusted accordingly, based on the satisfaction of the

performance criteria at each year-end.

The fair values are determined by use of the relevant valuation

models. All share-based remuneration is equity-settled.

j Borrowing costs

Interest costs are recognised as an expense in the Consolidated

Income Statement in the period in which they are incurred.

Arrangement fees incurred in respect of borrowings are amortised

over the term of the agreement.

k Taxation

The tax expense is recognised in the Consolidated Income

Statement, the Consolidated Statement of Comprehensive Income

or directly to retained earnings, according to the accounting

treatment of the related transaction giving rise to the tax. The tax

expense comprises both current and deferred tax.

Current tax is the tax payable based on taxable profit for the year.

Taxable profit differs from profit as reported in the Consolidated

Income Statement because it excludes items of income or expense

that are taxable or deductible in other years and it further excludes

items that are never taxable or deductible. Current tax is calculated

using tax rates that have been enacted or substantively enacted by

the balance sheet date.

Deferred tax is provided on temporary differences arising between

the tax bases of assets and liabilities and their carrying amounts in

the Consolidated Financial Statements.

Deferred tax liabilities are generally recognised on all temporary

differences and deferred tax assets are recognised to the extent that

it is probable that taxable profits will be available against which the

temporary differences can be utilised.

Deferred tax is not recognised for temporary differences arising

from the initial recognition of goodwill or initial recognition of other

assets or liabilities in a transaction (other than a business

combination) that affects neither accounting profit nor taxable

profit and does not give rise to equal taxable and deductible

temporary differences. Deferred tax liabilities are recognised for

taxable temporary differences arising on investments in subsidiaries

and associates except where the Group is able to control the

reversal of the temporary differences and it is probable that the

temporary difference will not reverse in the foreseeable future.

The carrying amounts of deferred tax assets are reviewed at each

balance sheet date and reduced to the extent that it is no longer

probable that sufficient taxable profits will be available to allow all

or part of the deferred tax assets to be recovered. Unrecognised

deferred tax assets are also reassessed each balance sheet date and

recognised where it has become probable that future taxable profits

are available against which the asset can be recovered.

Deferred tax is provided using tax rates that have been enacted or

substantively enacted by the balance sheet date.

Deferred tax assets and liabilities are offset when there is a legally

enforceable right to set-off current tax assets against current tax

liabilities and when they relate to income taxes levied by the same

taxation authority and the Group intends to settle its current tax

assets and liabilities on a net basis.

Notes to the Consolidated FinancialStatements continued

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Uncertain tax positions

The Group operates in many countries and is therefore subject to

tax laws in a number of different tax jurisdictions. The amount of tax

payable or receivable on profits or losses for any period is subject to

the agreement of the tax authority in each respective jurisdiction and

the tax liability or asset position is open to review for several years

after the relevant accounting period ends. In determining the

provisions for income taxes, management is required to make

judgments and estimates based on interpretations of tax statute and

case law, which it does after taking account of professional advice

and prior experience.

Uncertainties in respect of enquiries and additional tax assessments

raised by tax authorities are measured in accordance with IFRIC 23

using the method that in management’s view, best predicts the

resolution of the uncertainty. The amounts ultimately payable or

receivable may differ from the amounts of any provisions recognised

in the Consolidated Financial Statements as a result of the estimates

and assumptions used.

l Goodwill

Goodwill arising on consolidation represents the excess of purchase

consideration less the fair value of the identifiable tangible and

intangible assets and liabilities acquired.

Goodwill is recognised as an asset and reviewed for impairment at

least annually. For the purpose of impairment testing, assets are

grouped at the lowest level for which there are separately

identifiable cash flows, known as cash-generating units (CGUs).

Any impairment is recognised immediately in the Consolidated

Income Statement and is not subsequently reversed.

On disposal of a business the attributable amount of goodwill is

included in the determination of the profit or loss on disposal.

Goodwill arising on acquisitions before the date of transition to IFRS

(1 July 2004) has been retained at the previous UK GAAP amounts,

subject to being tested for impairment at that date. Goodwill arising

on acquisitions prior to 1 July 1998 was written off direct to reserves

under UK GAAP. This goodwill has not been reinstated and is not

included in determining any subsequent profit or loss on disposal.

m Intangible assets

Intangible assets acquired as part of a business combination are

stated in the Consolidated Balance Sheet at their fair value as at the

date of acquisition less accumulated amortisation and any provision

for impairment. The Directors review intangible assets for indications

of impairment annually. There are no significant intangible assets

other than computer software. The amortisation of intangible

assets is included in Administrative expenses in the Consolidated

Income Statement.

Costs associated with maintaining software programmes are

recognised as an expense as incurred. Development costs that are

directly attributable to the design and testing of identifiable and

unique software controlled by the Group are recognised as

intangible assets. Directly attributable costs that are capitalised as

part of the software include employee costs and appropriate

overheads. Capitalised development costs are recorded as

intangible assets and amortised from the point at which the asset

is ready for use.

Internally generated intangible assets are stated in the Consolidated

Balance Sheet at the directly attributable cost of creation of the

asset, less accumulated amortisation. Intangible assets are

amortised on a straight-line basis over their estimated useful lives up

to a maximum of 10 years. Software incorporated into major

Enterprise Resource Planning (ERP) implementations that support

the recruitment process and financial reporting process is amortised

over a life of up to seven years. Other software is amortised between

three and five years.

n Property, plant and equipment

Property, plant and equipment is recorded at cost, net of

depreciation and any provision for impairment. Depreciation is

provided on a straight-line basis over the anticipated useful working

lives of the assets, after they have been brought into use, at the

following rates:

Leasehold properties	– The cost is written off over the unexpired
	term of the lease
Plant and machinery	– At rates varying between 5% and 33%
Fixtures and fittings	– At rates varying between 10% and 25%

o Trade and other receivables

Trade and other receivables are initially measured at the transaction

price and then at amortised cost after appropriate allowances for

estimated irrecoverable amounts have been recognised in the

Consolidated Income Statement. An allowance for impairment is

made to both trade receivables and accrued income based on

historical credit loss experience adjusted for forward-looking factors

specific to the debtors and economic environment, as evidence of a

likely reduction in the recoverability of the cash flows.

The Group makes use of invoice discounting facilities, primarily

customer supply chain financing arrangements. The arrangements

are assessed to ensure whether the Group has transferred

substantially all the risks and rewards of ownership of the trade

receivables, allowing the derecognition of the trade receivables in

their entirety.

p Cash and cash equivalents

Cash and cash equivalents comprise cash-in-hand and current

balances with banks and similar institutions, which are readily

convertible to known amounts of cash and which are subject to

insignificant risk of changes in value. Cash and cash equivalents

exclude any overdraft positions which are part of the cash pool

arrangement that has been showed separately on the face of the

Consolidated Balance Sheet. However, for the purpose of the cash

flow statement, cash and bank overdrafts are included as

components of cash and cash equivalents, as these bank overdrafts

are repayable on demand and form an integral part of the entity’s

cash management.

Also, the Group has chosen an accounting policy to present cash

flows from interest income and interest expense as cash flows from

investing and financing activities, respectively.

As part of the Group’s day to day treasury management, the Group

has in place a cash pooling arrangement in the UK. Under this

arrangement, the Group chooses to maintain certain bank accounts

in an overdraft position for reasons of operating efficiency.

The Group has a legal right of offset within the cash pool

arrangement and does not pay interest on overdrafts, with the

overall cash pool arrangement being in a cash positive position.

q Trade payables

Trade payables are measured initially at transaction price and then

at amortised cost.

r Bank borrowings

Interest-bearing bank loans and overdrafts are recorded initially at

fair value and subsequently measured at amortised cost.

Finance charges, including premiums payable on settlement or

redemption and direct-issue costs, are accounted for on an accrual

basis in the Consolidated Income Statement using the effective

interest rate method and are added to the carrying amount of the

instrument to the extent that they are not settled in the period in

which they arise.

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2 Material Accounting Policies continued

s Derivative financial instruments

The Group may use certain derivative financial instruments to

reduce its exposure to foreign exchange movements. The Group

held seven foreign exchange contracts at the end of the current

year (2025: six) to facilitate cash management within the Group.

The Group does not hold or use derivative financial instruments for

speculative purposes.

The fair values of foreign exchange swaps are measured using

inputs other than quoted prices that are observable for the asset or

liability, either directly or indirectly. It is the Group’s policy not to seek

to designate these derivatives as hedges. All derivative financial

instruments not in a hedge relationship are classified as derivatives

at fair value in the Consolidated Income Statement.

Fair value measurements

The information below sets out how the Group determines fair value

of various financial assets and financial liabilities.

The following provides an analysis of financial instruments that are

measured subsequent to initial recognition at fair value, grouped into

Levels 1 to 3 based on the degree to which the fair value is observable.

• Level 1 fair value measurements are those derived from quoted

prices (unadjusted) in active markets for identical assets or liabilities;

• Level 2 fair value measurements are those derived from inputs

other than quoted prices included within Level 1 that are

observable for the asset or liability either directly (i.e. as prices) or

indirectly (i.e. derived from prices); and

• Level 3 fair value measurements are those derived from valuation

techniques that include inputs for the asset or liability that are not

based on observable market data (unobservable inputs).

t Leases

Set out below are the accounting policies of the Group upon adoption

of IFRS 16, which have been applied from the date of initial application:

Right-of-use assets

The Group recognises right-of-use assets at the commencement

date of the lease and they are measured at cost, less any

accumulated depreciation and impairment losses, and adjusted for

any remeasurement of lease liabilities. The cost of right-of-use assets

includes the amount of lease liabilities recognised, initial direct costs

incurred, and lease payments made at or before the commencement

date less any lease incentives received. Unless the Group is

reasonably certain to obtain ownership of the leased asset at the end

of the lease term, the recognised right-of-use assets are depreciated

on a straight-line basis over the shorter of its estimated useful life and

the lease term. Right-of-use assets are subject to impairment.

Management takes into account the length of the lease and any

available extension options where the lessee is reasonably certain to

exercise, and periods covered by options to terminate the lease that

the lessee is reasonably certain not to exercise.

Lease liabilities

At the commencement date of the lease, the Group recognises lease

liabilities measured at the present value of lease payments to be

made over the lease term. The lease payments include fixed

payments less any lease incentives receivable, variable lease

payments that depend on an index or a rate, and amounts expected

to be paid under residual value guarantees. The lease payments also

include the exercise price of a purchase option reasonably certain to

be exercised by the Group and payments of penalties for terminating

a lease, if the lease term reflects the Group exercising the option to

terminate. The variable lease payments that do not depend on an

index or a rate are recognised as an expense in the period in which

the event or condition that triggers the payment occurs.

In calculating the present value of lease payments, the Group uses

the incremental borrowing rate at the lease commencement date if

the interest rate implicit in the lease is not readily determinable.

After the commencement date, the amount of lease liabilities is

increased to reflect the accretion of interest and reduced for the

lease payments made. In addition, the carrying amount of lease

liabilities is remeasured if there is a modification, a change in the

lease term, a change in the in-substance fixed lease payments or a

change in the assessment to purchase the underlying asset.

Short-term leases and leases of low-value assets

The Group applies the short-term lease recognition exemption to its

leases of property, motor vehicles and equipment where leases have

a lease term of 12 months or less from the commencement date and

do not contain a purchase option. It also applies the lease of

low-value assets recognition exemption to leases of office

equipment that are considered of low value. Lease payments on

short-term leases and leases of low-value assets are recognised as

an expense on a straight-line basis over the lease term.

The Group determines the lease term as the non-cancellable term of

the lease, together with any periods covered by an option to extend

the lease if it is reasonably certain to be exercised, or any periods

covered by an option to terminate the lease, if it is reasonably certain

not to be exercised.

u Provisions

A provision is recognised when the Group has a present legal or

constructive obligation as a result of a past event for which it is

probable that an outflow of resources will be required to settle the

obligation and when the amount can be reliably estimated. If the

effect is material, provisions are determined by discounting the

expected future cash flows at a pre-tax rate that reflects the current

market assessment of the time value of money and the risks specific

to the liability.

v Government grants

A government grant is recognised only when there is reasonable

assurance that the Group will comply with any conditions attached

to the grant and that the grant will be received. The grant is

recognised net against the related costs for the period in which they

are intended to compensate.

w Discontinued operations

A discontinued operation is a component that has been disposed

and represents a separate major line of business or geographical

area. The Group exercises judgment in determining whether a

component qualifies as a discontinued operation, considering the

significance of the component to the Group’s operations and

financial results. Where the impact is immaterial, the results are not

presented separately but disclosed in the notes for transparency.

Notes to the Consolidated FinancialStatements continued

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3 Critical accounting judgements and key

sources of estimation uncertainty

The preparation of the Consolidated Financial Statements requires

judgment, estimations and assumptions to be made that affect the

reported value of assets, liabilities, revenues and expenses.

Judgments, estimates and assumptions are reviewed on an ongoing

basis. Revisions to accounting estimates are recognised in the year

in which the estimate is revised and in any future years affected.

In preparing the Consolidated Financial Statements, the Directors

have considered the impact of climate change on the Group and

have concluded that there is no material impact on financial

reporting judgments and estimates (further information is provided

in the Strategic Report on page 58). This is consistent with the

assertion that risks associated with climate change are not expected

to have a material impact on the longer term viability of the Group.

Furthermore, there is not considered to be a material impact on the

carrying value of goodwill, other intangibles or on property, plant and

equipment.

Whilst the Directors have concluded that there is no material impact

of climate change on the financial reporting judgments and

estimates, they are mindful of the changing nature of the risks of

climate change. The Directors will therefore continue to monitor

these risks and their potential impact on the judgments and

estimates used in the Consolidated Financial Statements.

In applying the Group’s accounting policies, the Directors have

identified that the following areas are the critical accounting

judgments and key sources of estimation uncertainty:

Profit before exceptional items

Management consider that this alternative performance measure

provides useful information for shareholders on the Group’s

underlying performance and is consistent with how the business

performance is measured internally by the chief operating decision

maker. Profit before exceptional items and earnings per share before

exceptionals are not recognised measures under UK-adopted

International Accounting Standards and may not be directly

comparable with adjusted measures used by other companies.

The classification of items excluded from profit before exceptionals

requires judgment, including considering the nature, circumstances,

scale and impact of a transaction upon the Group’s results,

particularly as costs are truly one-off. Their exclusion provides a

genuine representation of the Group’s ongoing cost base.

The details of items treated as exceptional items are disclosed in

note 5 to the Consolidated Financial Statements.

Estimation uncertainty

Goodwill impairment

Goodwill is tested for impairment at least annually. In performing

these tests assumptions are made in respect of future growth rates

and the discount rate to be applied to the future cash flows of

cash-generating units (CGUs). These assumptions are set out in note

13 to the Consolidated Financial Statements.

There was an impairment of £6.9 million (2025: £nil) recognised as

an exceptional item, comprising Belgium (£4.7 million) and

Netherlands (£2.2 million). Management has determined that there

has been no impairment required to any of the other CGUs.

Provisions in respect of recoverability of

trade receivables

As described in note 18 to the Consolidated Financial Statements,

provision of expected credit loss of trade receivables and accrued

income have been made. In reviewing the appropriateness of these

provisions, consideration has been given to the ageing of the debt

and the potential likelihood of default, taking into account current

and future economic conditions.

Discontinued operations and assets held for sale

On 17 June 2026, the Group announced that it had completed the

disposal of its operations in the Czech Republic, Denmark, Hungary,

Luxembourg, Romania and Sweden and announced that it was

exploring strategic options in relation to Belgium, Brazil,

Greater China, Malaysia, the Netherlands, Singapore and the UAE.

The Directors considered whether these operations should be

presented as discontinued operations under IFRS 5. The Directors

concluded that these operations do not represent a separate major

line of business or major geographical area of operations. In reaching

this conclusion, the Directors considered both quantitative and

qualitative factors, including that the countries are geographically

dispersed across a number of regions, are not managed as a

separate operating segment or business unit, do not have separate

segment-level management, and do not represent a single

coordinated plan to dispose of a major geographical area of

operations. Collectively, the countries represented approximately 9.1%

of Group net fees, less than 1% of Group operating profit and

approximately 4.0% of Group net assets in FY26. Accordingly, the

results of these operations continue to be presented within continuing

operations and are not reported as discontinued operations.

The Directors also concluded that the operations subject to the

ongoing strategic review did not meet the IFRS 5 criteria for

classification as held for sale at 30 June 2026. While the Group had

announced its intention to explore strategic options for these

markets, the criteria for held-for-sale classification had not been met

at the reporting date. In reaching this conclusion, the Directors

considered the status of disposal plans in each market and whether

a sale was highly probable at 30 June 2026, including whether the

businesses were available for immediate sale in their present

condition and whether active disposal processes had progressed

sufficiently to satisfy the IFRS 5 requirements. Accordingly, no assets

or liabilities have been classified as held for sale at the reporting date.

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4 Segmental information

IFRS 8 ‘Operating Segments’

IFRS 8 requires operating segments to be identified on the basis of internal reports about components of the Group that are regularly

reviewed by the chief operating decision maker to allocate resources to the segment and to assess their performance.

As a result, the Group segments the business into four regions, Germany, United Kingdom & Ireland, Australia & New Zealand and Rest of

World. There is no material difference between the segmentation of the Group’s turnover by geographic origin and destination.

The Group’s operations comprise one class of business, that of qualified, professional and skilled recruitment.

Turnover, net fees and operating profit

The Group’s Executive Leadership Team, which is regarded as the chief operating decision maker, uses net fees by segment as its measure of

revenue in internal reports, rather than turnover. This is because net fees exclude the remuneration of temporary workers, and payments to other

recruitment agencies where the Group acts as principal, which are not considered relevant in allocating resources to segments. The Group’s

Executive Leadership Team considers net fees for the purpose of making decisions about allocating resources. The Group does not report items

below operating profit by segment in its internal management reporting. The full detail of these items can be seen in the Group Consolidated

Income Statement on page 144. The reconciliation of turnover to net fees can be found in note 6 to the Consolidated Financial Statements.

(In £s million)	Note	2026	2025
Turnover
Germany		1,668.7	1,751.1
United Kingdom & Ireland		1,442.3	1,516.2
Australia & New Zealand		1,053.5	1,110.2
Rest of World		2,256.7	2,229.5
Group	6	6,421.2	6,607.0

(In £s million)	Note	2026	2025
Net fees
Germany		289.5	308.9
United Kingdom & Ireland		174.0	192.2
Australia & New Zealand		113.0	116.2
Rest of World		329.0	355.1
Group	6	905.5	972.4

(In £s million)	Note	2026	2025
Operating costs
Germany		248.3	256.8
United Kingdom & Ireland		170.0	198.0
Australia & New Zealand		104.5	112.6
Rest of World		334.1	359.4
Group		856.9	926.8

	2026			2025
	Before	2026		Before	2025
	exceptional	Exceptional		exceptional	Exceptional
(In £s million)	items	items	2026	items	items	2025
Operating profit
Germany	41.2	(44.2)	(3.0)	52.1	(9.0)	43.1
United Kingdom & Ireland	4.0	(13.9)	(9.9)	(5.8)	(6.3)	(12.1)
Australia & New Zealand	8.5	(5.9)	2.6	3.6	(1.3)	2.3
Rest of World	(5.1)	(25.6)	(30.7)	(4.3)	(14.1)	(18.4)
Group	48.6	(89.6)	(41.0)	45.6	(30.7)	14.9

The US business, which is in the Rest of World operating segment, represents more than 10% of Group turnover. In the current year it delivered

turnover of £911.0 million (2025: £887.3 million), net fees of £43.3 million (2025: £47.7 million), an operating profit before exceptional items of

£1.3 million (2025: £2.0 million) and operating loss after exceptional items of £2.6 million (2025: an operating profit of £2.2 million).

During the year ended 30 June 2026, an impairment loss of £6.9 million (2025: £1.0 million) was recognised in the Consolidated Income

Statement as exceptional charge in respect of partial impairment of goodwill within the Rest of the World segment.

Notes to the Consolidated FinancialStatements continued

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Net trade receivables

For the purpose of monitoring performance and allocating resources from a balance sheet perspective, the Group’s Executive Leadership Team

monitors trade receivables net of provisions for impairment only on a segmental basis. These are monitored on a constant currency basis for

comparability through the year. These are shown below and reconciled to the totals as shown in note 18 to the Consolidated Financial Statements.

	As reported	Exchange		As reported	Exchange
(In £s million)	internally	adjustments	2026	internally	adjustments	2025
Germany	191.5	0.8	192.3	205.7	2.5	208.2
United Kingdom & Ireland	106.2	–	106.2	156.8	–	156.8
Australia & New Zealand	51.8	5.0	56.8	78.5	(7.3)	71.2
Rest of World	184.4	2.1	186.5	254.6	(8.3)	246.3
Group	533.9	7.9	541.8	695.6	(13.1)	682.5

Major customers

In the current year, one customer represented more than 10% of the Group’s total turnover (2025: no customers). The turnover related to the

customer was £733.0 million, with the majority of spend being on other recruitment agencies, on a pay-when-paid basis.

5 Exceptional items

During the year, the Group incurred an exceptional charge of £89.6 million (2025: £30.7 million) as we undertook significant restructurings of

the Group’s operations through the implementation of our Momentum strategy, which is our response to changes in the recruitment market.

£45.1 million of the exceptional charge relates to operational restructurings (2025: £30.7 million), £26.6 million relates to rationalisation of the

global property portfolio which led to the exit or consolidation of 74 offices globally, and £8.0 million relates to the disposal of the operations in

six European countries. The remaining £9.9 million comprises a £6.9 million charge relating to the partial impairment of goodwill in Belgium

and the Netherlands and a net £3.0 million charge relating to impairment of intangible assets.

The Group undertook the restructure of several country business operations. In Germany, the United Kingdom & Ireland, ANZ, Europe and

Asia, we restructured our sales operations and back-office functions, including the multi-year Technology and Finance Transformation

programmes. In the Americas we closed our operations in Mexico and in Asia we closed our operations in Thailand. The restructuring

exercises were undertaken as part of the Group’s ongoing transformation to align business operations with the Group’s strategy, and led to

the redundancy of a number of employees, including senior management and back-office positions at a combined cost of £45.1 million.

These costs have been classified as exceptional due to the scale of the programme, their strategic nature and impact on business operations.

As part of the restructuring programme, management consolidated or exited 74 offices globally, optimising office utilisation and simplifying

the Group’s property footprint. The consolidation resulted in an exceptional charge of £26.6 million, comprising accelerated depreciation of

right-of-use assets of £14.0 million following changes in the estimated useful lives of leased properties affected by the programme, £0.9 million

of impairments of right-of-use assets, £9.7 million of property exit and closure costs and £2.0 million relating to the write-off of furniture and

fittings. The charge has been classified as exceptional due to the scale of the consolidation exercise, its direct connection to the restructuring

of the Group’s operations and the one-off nature of the costs incurred.

On 17 June 2026, the Group announced that it had completed the sale of its operations in the Czech Republic, Denmark, Hungary,

Luxembourg, Romania and Sweden to Meraki Capital. The disposal resulted in an exceptional loss of £8.0 million (including £1.0 million of costs

directly attributable to the disposal) , comprising net assets disposed of £11.6 million offset by total consideration receivable of £4.6 million.

The consideration includes £0.8 million received in cash on completion, with the remaining balance receivable in accordance with the terms of

the transaction.

As described in note 13, a £4.7 million charge and a £2.2 million charge resulted from the partial impairment of the carrying value of goodwill in

Belgium and the Netherlands respectively. The combined goodwill impairment charge of £6.9 million is a material non-cash item that based on

its size and nature is considered to be exceptional. At 30 June 2026, the remaining goodwill balance in Belgium is £3.4m and in the

Netherlands is £2.9 million.

During the year, the Group accelerated the digitalisation of its business and the deployment of new technology solutions. As a result,

management determined that certain existing intangible assets would no longer be used in the Group’s operations and therefore concluded

that their carrying values were no longer fully recoverable. This resulted in a net impairment charge of £3.0 million. The charge has been

classified as exceptional given its size and its direct connection to the strategic transformation of the Group’s operations.

The cash impact of the exceptional charge in the current year was £31.2 million, with an additional £10.8 million of cash payments in respect of

the prior year exceptional charge, including £2.8 million of lease liability repayments relating to right-of-use assets that were previously impaired.

The exceptional charge generated a net £12.1 million tax credit (2025: tax credit of £2.0 million).

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6 Operating profit

The following costs are deducted from turnover to determine net fees:

(In £s million)	2026	2025
Turnover	6,421.2	6,607.0
Remuneration of temporary workers	(4,524.4)	(4,619.6)
Remuneration of other recruitment agencies	(991.3)	(1,015.0)
Net fees	905.5	972.4

Operating profit is stated after charging/(crediting) the following items to net fees of £905.5 million (2025: £972.4 million):

	2026			2025
	Before	2026		Before	2025
	exceptional	Exceptional		exceptional	Exceptional
(In £s million)	items	items	2026	items	items	2025
Staff costs (note 8)	648.9	35.2	684.1	702.7	18.5	721.2
Amortisation of other intangible assets (note 14)	8.2	–	8.2	7.7	–	7.7
Depreciation of property, plant and equipment (note 15)	7.2	–	7.2	10.2	–	10.2
Depreciation of right-of-use assets (note 16)	39.5	–	39.5	44.7	–	44.7
Accelerated depreciation of right-of-use assets (note 16)	–	14.0	14.0	–	–	–
Loss on disposal of property, plant and equipment (note 15)	0.2	2.0	2.2	0.3	–	0.3
Impairment loss on goodwill (note 13)	–	6.9	6.9	1.0	–	1.0
Impairment of right-of-use assets (note 16)	–	0.9	0.9	–	1.7	1.7
Impairment of intangible assets (note 14)	–	3.0	3.0	–	–	–
Short-term leases and leases of low-value assets	3.6	–	3.6	3.4	–	3.4
Impairment loss on trade receivables (note 18)	(0.4)	–	(0.4)	0.5	–	0.5
Loss on disposal of subsidiaries (including cost of disposal)	–	8.0	8.0	–	–	–
Auditor's remuneration (note 7):
• for statutory audit services	2.8	–	2.8	2.6	–	2.6
• for other services	0.4	–	0.4	0.3	–	0.3
Other external charges	146.5	19.6	166.1	153.4	10.5	163.9
Administrative expenses	856.9	89.6	946.5	926.8	30.7	957.5

Within exceptional items in the table above, £45.1 million relates to a restructuring charge, £26.6m relates to the consolidation of 74 offices

globally and £8.0 million relates to the disposal of the operations in six European countries. The remaining £9.9 million comprises a £6.9 million

charge relating to the partial impairment of goodwill in Belgium and the Netherlands and a net £3.0 million charge relating to impairment of

intangible assets.

In the prior year, within exceptional items in the table above, staff costs (£18.5 million), impairment of right-of-use assets (£1.7 million) and

other external charges (£10.5 million) total £30.7 million and represent the restructuring charge as disclosed in note 5 to the Consolidated

Financial Statements.

7 Auditors’ remuneration

(In £s million)	2026	2025
Fees payable to the Company's Auditors for the audit of the Company's annual Financial Statements	0.7	0.7
Fees payable to the Company's Auditors and their associates for other services to the Group:
The audit of the Company's subsidiaries pursuant to legislation	2.1	1.9
Total audit fees	2.8	2.6
Audit-related assurance services	0.4	0.3
Total non-audit fees	0.4	0.3

Notes to the Consolidated FinancialStatements continued

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8 Staff costs

The aggregate staff remuneration (including Executive Directors) was as follows:

	2026			2025
	Before	2026		Before	2025
	exceptional	Exceptional		exceptional	Exceptional
(In £s million)	items	items	2026	items	items	2025
Wages and salaries	542.0	31.0	573.0	591.1	16.3	607.4
Social security costs	79.7	3.8	83.5	84.4	2.0	86.4
Other pension costs	18.7	0.4	19.1	19.5	0.2	19.7
Share-based payments	8.5	–	8.5	7.7	–	7.7
Staff costs	648.9	35.2	684.1	702.7	18.5	721.2

Average number of persons employed during the year (including Executive Directors) was as follows:

(Number)	2026	2025
Germany	2,246	2,605
United Kingdom & Ireland	2,301	2,808
Australia & New Zealand	963	1,087
Rest of World	3,427	3,893
Group	8,937	10,393

Closing number of persons employed at the end of the year (including Executive Directors) was as follows:

(Number)	2026	2025
Germany	2,030	2,389
United Kingdom & Ireland	2,095	2,517
Australia & New Zealand	918	1,025
Rest of World	3,082	3,592
Group	8,125	9,523

9 Net finance charge

(In £s million)	2026	2025
Interest received on bank deposits	1.7	2.2
Interest payable on bank loans and overdrafts	(9.9)	(9.5)
Unwinding of discount on pension provision	(0.4)	–
Interest on lease liabilities (note 16)	(4.9)	(4.6)
Net interest expense on defined benefit pension schemes (note 23)	–	(1.5)
Net finance charge	(13.5)	(13.4)

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10 Tax

The tax expense for the year is comprised of the following:

(In £s million)	2026	2025
Current tax
Current tax expense in respect of the current year	(7.8)	(19.4)
Adjustments to current tax in relation to prior years	(1.9)	2.7
	(9.7)	(16.7)
Deferred tax
Deferred tax credit in respect of the current year	3.9	7.3
Adjustments to deferred tax in relation to prior years	2.1	0.1
	6.0	7.4
Total income tax expense recognised in the current year	(3.7)	(9.3)

Current tax expense for the year is comprised of the following:

(In £s million)	2026	2025
United Kingdom	0.7	(3.4)
Overseas	(8.5)	(16.0)
Group	(7.8)	(19.4)

The income tax expense for the year can be reconciled to the accounting profit as follows:

	2026			2025
	Before	2026		Before	2025
	exceptional	Exceptional		exceptional	Exceptional
(In £s million)	items	items	2026	items	items	2025
Profit before tax	35.1	(89.6)	(54.5)	32.2	(30.7)	1.5
Income tax expense calculated at 25.0% (2025: 25.0%)	(8.8)	22.4	13.6	(8.1)	7.7	(0.4)
Items not taxable or non-deductible for tax	1.3	(5.1)	(3.8)	(1.5)	–	(1.5)
Changes in recognition of deferred tax in relation to losses	(4.2)	(6.9)	(11.1)	(3.1)	(5.4)	(8.5)
Changes in recognition of deferred tax in relation to temporary differences	(0.2)	(0.6)	(0.8)	1.1	(0.5)	0.6
Effect of different tax rates of subsidiaries operating in other jurisdictions	(2.8)	2.3	(0.5)	(1.1)	0.2	(0.9)
Current tax related to Pillar Two income taxes	–	–	–	(1.0)	–	(1.0)
Effect of share-based payment charges and share options	(1.3)	–	(1.3)	(0.4)	–	(0.4)
Income tax recognised in the current year	(16.0)	12.1	(3.9)	(14.1)	2.0	(12.1)
Adjustments recognised in the current year in relation to the current tax of prior years	(1.9)	–	(1.9)	2.7	–	2.7
Adjustments to deferred tax in relation to prior years	2.1	–	2.1	0.1	–	0.1
Income tax expense recognised in the Consolidated
Income Statement	(15.8)	12.1	(3.7)	(11.3)	2.0	(9.3)
Effective tax rate for the year	45.0%	13.5%	(6.8)%	35.1%	6.5%	620.0%

The tax rate used for the reconciliation above for the year ended 30 June 2026 is the corporation tax rate of 25.0% (2025: 25.0%), payable by

corporate entities in the United Kingdom on taxable profits under tax law in that jurisdiction. The Group operates in jurisdictions which have tax

rates higher than the UK statutory tax rate, the most significant being Germany and Australia with statutory rates of 31.5% and 30% respectively,

the impact of which is shown in the above reconciliation under effect of different tax rates of subsidiaries operating in other jurisdictions.

The Group’s pre-exceptional ETR continues to be impacted by higher concentration of profits in jurisdictions with higher tax rates, such as

Germany, together with the impact of losses arising in countries where no tax benefit has been recognised. In addition, the prior year rate

benefited from a number of credits primarily following the settlement of tax audits resulting in a lower pre-exceptional ETR versus this year.

On 20 June 2023, Finance (No.2) Act 2023 (“The Pillar Two legislation”) was substantively enacted in the UK, introducing a global minimum

effective tax rate of 15% for each jurisdiction in which the Group operates. The legislation was subsequently enacted on 11 July 2023 and

implements a domestic top-up tax and a multinational top-up tax, effective for accounting periods starting on or after 31 December 2023.

The Group has applied the exemption under the IAS 12 amendment to recognising and disclosing information about deferred tax assets and

liabilities related to top-up income taxes.

The Pillar Two legislation implementing the global minimum effective tax regime became effective for the Group’s financial year starting 1 July

2024. Any global minimum tax has been disclosed separately in the income tax expense reconciliation.

Notes to the Consolidated FinancialStatements continued

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Income tax recognised in other comprehensive income

(In £s million)	2026	2025
Current tax
Tax on foreign exchange movements	(1.1)	0.8
Adjustments recognised in relation to prior years	–	(1.5)
Deferred tax
Actuarial loss in respect of defined benefit pension scheme	–	11.5
Contributions in respect of defined benefit pension scheme	–	(5.4)
Adjustments recognised in relation to prior years	–	1.4
Effect of tax losses recognised for deferred tax	–	5.4
Total income tax credit recognised in other comprehensive income	(1.1)	12.2

11 Dividends

The following dividends were paid by the Group and have been recognised as distributions to equity shareholders in the year:

	2026		2025
	(pence per	2026	(pence per	2025
	share)	(£s million)	share)	(£s million)
Prior year final dividend	0.29	4.6	2.05	32.6
Current year interim dividend	0.15	2.4	0.95	15.2
Total	0.44	7.0	3.00	47.8

The following dividends have been proposed by the Group in respect of the accounting year presented:

	2026		2025
	(pence per	2026	(pence per	2025
	share)	(£s million)	share)	(£s million)
Interim dividend (paid)	0.15	2.4	0.95	15.2
Final dividend (proposed)	0.29	4.6	0.29	4.6
Total	0.44	7.0	1.24	19.8

The final dividend for 2026 of 0.29 pence per share (£4.6 million) will be proposed at the Annual General Meeting on 18 November 2026 and

has not been included as a liability. If approved, the final dividend will be paid on 26 November 2026 to shareholders on the register at the

close of business on 16 October 2026.

12 Earnings per share

		Weighted
		average
		number of	Per share
	Earnings	shares	amount
For the year ended 30 June 2026	(£s million)	(million)	(pence)
Before exceptional items:
Basic earnings per share	19.3	1,596.2	1.21
Dilution effect of share options	–	4.1	–
Diluted earnings per share	19.3	1,600.3	1.21
After exceptional items:
Basic earnings per share	(58.2)	1,596.2	(3.64)
Dilution effect of share options	–	4.1	–
Diluted earnings per share	(58.2)	1,600.3	(3.64)

		Weighted
		average
		number of	Per share
	Earnings	shares	amount
For the year ended 30 June 2025	(£s million)	(million)	(pence)
Before exceptional items:
Basic earnings per share	20.9	1,590.2	1.31
Dilution effect of share options	–	10.8	–
Diluted earnings per share	20.9	1,601.0	1.31
After exceptional items:
Basic earnings per share	(7.8)	1,590.2	(0.49)
Dilution effect of share options	–	10.8	–
Diluted earnings per share	(7.8)	1,601.0	(0.49)

The weighted average number of shares in issue for the current and prior years exclude shares held in treasury.

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12 Earnings per share continued

Reconciliation of earnings

(In £s million)	2026	2025
Earnings before exceptional items	19.3	20.9
Exceptional items (note 5)	(89.6)	(30.7)
Tax credit on exceptional items (note 10)	12.1	2.0
Total earnings	(58.2)	(7.8)

13 Goodwill

(In £s million)	2026	2025
At 1 July	182.0	182.9
Exchange adjustments	(0.5)	0.1
Impairment loss for the year	(6.9)	(1.0)
At 30 June	174.6	182.0

Goodwill arising on business combinations is reviewed and tested on an annual basis or more frequently if there is an indication that goodwill

might be impaired. Goodwill has been tested for impairment by comparing the carrying amount of each cash-generating unit (CGU), including

goodwill, with the recoverable amount. The recoverable amounts of the CGUs are determined from value-in-use calculations.

The key assumptions for the value-in-use calculations are as follows:

Assumption How determined
Operating	The operating profit is based on the latest one-year forecasts for the CGUs approved by the Group’s Executive Leadership
profit	Team, and medium-term forecasts over a two to five year period which are compiled using expectations of fee growth,
	consultant productivity and operating costs, from past experience. The Group prepares cash flow forecasts derived from
	the most recent one-year financial forecasts approved by the Group’s Executive Leadership Team, and extrapolates cash
	flows in perpetuity based on the long-term growth rates and expected cash conversion rates.
	Cash flow projections used to measure value-in-use do not include any cash inflows or outflows expected from any future
	restructurings or asset enhancements.
Discount rates	The pre-tax rates used to discount the forecast cash flows range between 10.9% and 13.1% (2025: 11.8% and 13.9%)
	reflecting current market assessments of the time value of money and the country risks specific to the relevant CGUs.
	The discount rate applied to the cash flows of each of the Group’s operations is based on the weighted average cost of
	capital (WACC), taking into account adjustments to the risk-free rate for 20-year bonds issued by the government in the
	respective market. Where government bond rates contain a material component of credit risk, high-quality local corporate
	bond rates may be used.
	These rates are adjusted for a risk premium to reflect the increased risk of investing in equities and, where appropriate,
	the systematic risk of the specific Group operating company. In making this adjustment, inputs required are the equity
	market risk premium (that is the increased return required over and above a risk-free rate by an investor who is investing
	in the market as a whole) and the risk adjustment beta, applied to reflect the risk of the specific Group operating company
	relative to the market as a whole.
Growth rates	The medium-term growth rates are based on management’s current forecasts for a period of two to five years. The growth
	rate is 5% (2025: 5% to 14%) across various CGUs. The growth estimates reflect a combination of both past experience and
	the macroeconomic environment, including GDP expectations driving fee growth.
	The long-term growth rates are based on management forecasts, which are consistent with external sources of an
	average estimated growth rate of 2.0% (2025: 2.0%), reflecting a combination of GDP expectations and long-term wage
	inflation driving fee growth.
	GDP growth is a key driver of our business, and is therefore a key consideration in developing long-term forecasts.
	Wage inflation is also an important driver of net fees, as net fees are derived directly from the salary level of candidates
	placed into employment. Based on past experience a combination of these two factors is considered to be an appropriate
	basis for assessing long-term growth rates.

Impairment reviews were performed at the year-end by comparing the carrying value of goodwill with the recoverable amounts of the CGUs

to which goodwill has been allocated. Management performed a sensitivity analysis in assessing recoverable amounts of goodwill as at

30 June 2026. This has been based on changes in key assumptions considered to be reasonably possible by management. This included a

change in the pre-tax discount rate of up to 3% and changes in the long-term growth rate of between 0% and 2% in absolute terms, both of

which gave a clear headroom and there was no impairment. The impact of sensitivities is disclosed below for the specific CGUs that were

impaired during the year. Management has also considered the potential impact of climate change on future growth rates, and where

appropriate, has incorporated the risks and opportunities as disclosed in the TCFD Report on pages 58 to 63, into cash flow forecasts.

The Group recognised a total impairment charge of £6.9 million (recorded under exceptional items) during year in respect of Belgium of £4.7m

and of the Netherlands of £2.2m, which are part of the Rest of World operating segment. Before impairment testing, the carrying value in

Notes to the Consolidated FinancialStatements continued

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respect of the goodwill in Belgium and Netherlands was £8.1 million and £5.1 million respectively. The recoverable amount was considered to

be in line with its value-in-use which is considered higher than its fair value less cost of disposal. The key assumptions that were applied to the

Belgium and Netherlands CGUs as at 30 June 2026 were as follows: A pre-tax WACC of 11.5% and 10.9% respectively, an average medium-

term growth rate of 2.0% and a long-term growth rate of 2.0%. The sensitivity of an adverse 1.0% change in absolute terms to each of these

assumptions in isolation would result in a reduction in the value-in-use of Belgium and Netherlands by £0.5m and £0.4 million, respectively.

The sensitivity of a favourable 1.0% change in absolute terms to each of these assumptions in isolation would result in an increase in value-in-

use of Belgium and Netherlands of approximately £0.6 million each. Aside from Belgium and Netherlands, no other impairment was required.

Goodwill is allocated to CGUs for the purpose of impairment testing. The allocation is made to those CGUs or groups of CGUs that are

expected to benefit from the business combination in which the goodwill arose. This is not necessarily the same level at which management

monitors internal performance, which is at the operating segment level, as disclosed in note 4. The carrying amount of goodwill is allocated to

operating segment as follows:

(In £s million)	2026	2025
Germany	50.0	49.7
United Kingdom & Ireland	93.1	93.1
Rest of World	31.5	39.2
Group	174.6	182.0

Information about the performance of the operating segments is provided in the Divisional Operating Reviews, within the Strategic Report on

pages 38 to 41.

14 Other intangible assets

(In £s million)	2026	2025
Cost
At 1 July	206.9	195.2
Exchange adjustments	1.3	(0.8)
Additions	25.1	15.7
Disposals	(2.0)	(3.2)
Disposal of subsidiaries	(0.4)	–
At 30 June	230.9	206.9
Accumulated amortisation
At 1 July	161.1	157.5
Exchange adjustments	1.1	(1.0)
Charge for the year	8.2	7.7
Impairment charge (note 5)	3.0	–
Disposals	(1.9)	(3.1)
Disposal of subsidiaries	(0.3)	–
At 30 June	171.2	161.1
Net book value
At 30 June	59.7	45.8
At 1 July	45.8	37.7

In the current year, £13.6 million (2025: £4.0 million) of additions relate to internally generated software development costs that met the

capitalisation criteria of IAS 38.

The estimated average useful life of the computer software related intangible assets is seven years (2025: seven years). Software incorporated

into major Enterprise Resource Planning (ERP) implementations is amortised on a straight-line basis over a life of up to seven years. Other software

is amortised on a straight-line basis between three and five years.

Capital commitments were £7.1 million (2025: £1.9 million).

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15 Property, plant and equipment

	Leasehold	Plant and	Fixtures and
(In £s million)	improvements	machinery	fittings	Total
Cost
At 1 July 2025	28.1	47.3	31.1	106.5
Exchange adjustments	1.0	1.0	0.1	2.1
Additions	3.5	1.8	0.8	6.1
Disposals	(2.5)	(3.8)	(4.5)	(10.8)
Disposal of subsidiaries	–	(0.6)	(0.6)	(1.2)
At 30 June 2026	30.1	45.7	26.9	102.7
Accumulated depreciation
At 1 July 2025	21.5	41.2	22.2	84.9
Exchange adjustments	0.9	0.9	0.1	1.9
Charge for the year	2.2	3.1	1.9	7.2
Disposals	(2.4)	(3.5)	(2.7)	(8.6)
Disposal of subsidiaries	–	(0.5)	(0.3)	(0.8)
At 30 June 2026	22.2	41.2	21.2	84.6
Net book value
At 30 June 2026	7.9	4.5	5.7	18.1
At 1 July 2025	6.6	6.1	8.9	21.6

	Leasehold	Plant and	Fixtures and
(In £s million)	improvements	machinery	fittings	Total
Cost
At 1 July 2024	28.5	53.4	31.7	113.6
Exchange adjustments	(1.2)	(1.0)	(0.1)	(2.3)
Additions	1.5	3.2	2.3	7.0
Disposals	(0.7)	(8.3)	(2.8)	(11.8)
At 30 June 2025	28.1	47.3	31.1	106.5
Accumulated depreciation
At 1 July 2024	21.3	44.0	23.1	88.4
Exchange adjustments	(1.2)	(0.9)	(0.1)	(2.2)
Charge for the year	2.0	6.1	2.1	10.2
Disposals	(0.6)	(8.0)	(2.9)	(11.5)
At 30 June 2025	21.5	41.2	22.2	84.9
Net book value
At 30 June 2025	6.6	6.1	8.9	21.6
At 30 June 2024	7.2	9.4	8.6	25.2

Notes to the Consolidated FinancialStatements continued

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16 Lease accounting

		Right-of-use assets
		Motor	Other	Total lease	Lease
(In £s million)	Property	vehicles	assets	assets	liabilities
At 1 July 2025	154.2	12.4	–	166.6	(180.7)
Exchange adjustments	1.8	0.1	–	1.9	0.8
Lease additions	22.9	5.9	–	28.8	(28.8)
Lease disposals	(10.6)	(0.5)	–	(11.1)	11.1
Disposals of subsidiaries	(0.9)	(0.2)	–	(1.1)	2.7
Impairment of right-of-use assets	(0.9)	–	–	(0.9)	–
Depreciation of right-of-use assets	(32.5)	(7.0)	–	(39.5)	–
Accelerated depreciation of right-of-use assets	(14.0)	–	–	(14.0)	–
Lease liability principal repayments	–	–	–	–	43.8
Lease liability repayments on previously impaired right-of-use assets	–	–	–	–	2.8
Interest on lease liabilities	–	–	–	–	(4.9)
At 30 June 2026	120.0	10.7	–	130.7	(153.2)

		Right-of-use assets
		Motor	Other	Total lease	Lease
(In £s million)	Property	vehicles	assets	assets	liabilities
At 1 July 2024	147.8	14.3	0.1	162.2	(179.3)
Exchange adjustments	1.9	0.2	(0.1)	2.0	3.2
Lease additions	46.6	5.9	–	52.5	(52.5)
Lease disposals	(3.4)	(0.3)	–	(3.7)	3.7
Impairment of right-of-use assets	(1.7)	–	–	(1.7)	–
Depreciation of right-of-use assets	(37.0)	(7.7)	–	(44.7)	–
Lease liability principal repayments	–	–	–	–	47.5
Lease liability repayments on previously impaired right-of-use assets	–	–	–	–	1.3
Interest on lease liabilities	–	–	–	–	(4.6)
At 30 June 2025	154.2	12.4	–	166.6	(180.7)

Maturity analysis

(In £s million)	2026	2025
Less than one year	(24.2)	(39.8)
One to two years	(30.5)	(34.2)
Two to three years	(22.8)	(26.9)
Three to four years	(19.0)	(20.0)
Four to five years	(15.9)	(16.5)
More than five years	(40.8)	(43.3)
Total lease liabilities	(153.2)	(180.7)

(In £s million)	2026	2025
Current	(24.2)	(39.8)
Non-current	(129.0)	(140.9)
Total lease liabilities	(153.2)	(180.7)

As at 30 June 2026 the undiscounted lease liability commitments total £183.2 million, of which £44.8 million are due within one year,

£108.3 million is due between two and five years, and £30.1 million is due in over five years.

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17 Deferred tax

Deferred tax assets and liabilities in relation to:

			(Charge)/	(Charge)/
			credit to	credit to
			Consolidated	other
	1 July		Income	comprehensive	Exchange	30 June
(In £s million)	2025	Disposals	Statement	income	adjustments	2026
Accelerated tax depreciation	8.8	–	(5.5)	–	0.3	3.6
Retirement benefit surplus	1.2	–	–	–	–	1.2
Share-based payments	1.8	–	(1.0)	–	–	0.8
Provisions	8.2	–	5.5	–	–	13.7
Tax losses	18.8	(0.8)	7.4	–	–	25.4
Other short-term timing differences	5.8		(0.4)	–	0.4	5.8
Net deferred tax	44.6	(0.8)	6.0	–	0.7	50.5

		(Charge)/	(Charge)/
		credit to	credit to
		Consolidated	other
	1 July	Income	comprehensive	Exchange	30 June
(In £s million)	2024	Statement	income	adjustments	2025
Accelerated tax depreciation	5.6	3.4	–	(0.2)	8.8
Retirement benefit surplus	(4.9)	–	6.1	–	1.2
Share-based payments	2.0	(0.2)	–	–	1.8
Provisions	7.0	1.4	–	(0.2)	8.2
Tax losses	8.5	3.5	6.8	–	18.8
Other short-term timing differences	7.2	(0.8)	–	(0.6)	5.8
Net deferred tax	25.4	7.3	12.9	(1.0)	44.6

Deferred tax assets and liabilities are offset where the Group has a legal enforceable right to do so. The analysis of the deferred tax balances

(after offset) for financial reporting purposes are as follows:

(In £s million)	2026	2025
Deferred tax assets	50.5	44.6
Deferred tax liabilities	–	–
Net deferred tax	50.5	44.6

The deferred tax asset of £50.5 million (2025: £44.6 million) as at 30 June 2026 primarily arises from our Australian and UK businesses.

The overall deferred tax asset has moderately increased in the year primarily in Germany and UK. The Group realised an overall net loss of

£(54.5)m loss in the year, mainly driven by exceptional costs incurred in relation to restructuring activities. As a result, the UK has realised losses

in the year and an additional £6.2m deferred tax asset for losses was recognised. Following significant restructuring and reorganisation in the

Group, the UK is forecasting a return to profitability. The latest forecasts indicate the losses can be utilised to reduce forecast taxable profits

over the next four years.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the periods in which they reverse - being the rates

enacted or substantively enacted for those relevant periods applicable for each jurisdiction.

Unrecognised deductible temporary differences, unused tax losses and unused tax credits

Deductible temporary differences, unused tax losses and unused tax credits for which no deferred tax assets have been recognised are

attributable to the following:

	Gross	Tax	Gross	Tax
(In £s million)	2026	2026	2025	2025
Tax losses (revenue in nature)	247.4	65.8	207.0	52.5
Tax losses (capital in nature)	22.1	5.5	22.1	5.5
Total tax losses	269.5	71.3	229.1	58.0

	Gross	Tax	Gross	Tax
(In £s million)	2026	2026	2025	2025
Unrecognised deductible temporary differences	66.6	18.1	72.0	18.1

In tax losses (revenue in nature) £5.0 million is due to expire within twenty years and £5.4 million within five years. The remaining tax losses have

no fixed expiry date. The capital losses can also be carried forward indefinitely but can only be offset against capital gains.

Unrecognised taxable temporary differences associated with investments and interests

Taxable temporary differences in relation to investments in subsidiaries, for which deferred tax liabilities have not been recognised are

attributable to the following:

(In £s million)	2026	2025
Foreign subsidiaries	32.0	32.3
Tax thereon	2.3	2.4

Notes to the Consolidated FinancialStatements continued

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18 Trade and other receivables

(In £s million)	2026	2025
Net trade receivables	541.8	664.9
Net accrued income	477.0	408.5
Prepayments and other receivables	63.8	60.7
Trade and other receivables	1,082.6	1,134.1

Due to their short-term nature, the Directors consider that the carrying amount of trade receivables approximates to their fair value.

The average credit period taken is 36 days (2025: 37 days).

Accrued income primarily arises where temporary workers have provided their services but the amount incurred and margin earned thereon

has yet to be invoiced on to the client due to timing.

The Group’s exposure to foreign currency translation is primarily in respect of the euro and the Australian dollar. The sensitivity of a 1 cent

change in the year-end closing exchange rates in respect of the Euro and Australian dollar would result in a £2.5 million and £0.3 million

movement in trade receivables respectively.

Credit risk

The Group’s credit risk is primarily attributable to its trade receivables and the risk of customer default, although the Group is also subject to

credit risk on its accrued income. The amounts presented in the Consolidated Balance Sheet for both trade receivables and accrued income

are net of expected credit loss. An impairment analysis is performed centrally using a provision matrix to measure the expected credit losses,

in which the allowance for impairment increases as balances age. Expected credit losses are measured using historical losses for the past five

years, adjusted for forward-looking factors impacting the economic environment, such as the GDP growth outlook (based on the IMF’s World

Economic Outlook data), and commercial factors deemed to have a significant impact on expected credit loss rates. The provision matrix used

to measure the expected credit losses is:

As at 30 June 2026

		Expected
(In £s million)	Gross	Credit Loss	Provision	Net
Not yet due	487.5	0.3%	(1.3)	486.2
Up to one month past due	46.9	10.0%	(4.7)	42.2
One to three months past due	12.6	13.4%	(1.7)	10.9
Greater than three months past due	8.8	71.6%	(6.3)	2.5
Trade receivables	555.8	2.5%	(14.0)	541.8
Accrued income	478.4	0.3%	(1.4)	477.0

As at 30 June 2025

		Expected
(In £s million)	Gross	Credit Loss	Provision	Net
Not yet due	605.2	0.3%	(1.6)	603.6
Up to one month past due	51.6	10.3%	(5.3)	46.3
One to three months past due	14.5	24.1%	(3.5)	11.0
Greater than three months past due	10.1	60.4%	(6.1)	4.0
Trade receivables	681.4	2.4%	(16.5)	664.9
Accrued income	409.9	0.3%	(1.4)	408.5

The Group reduces risk through its credit control process and by contractual arrangements with other recruitment agencies in situations

where the Group invoices on their behalf. The Group’s exposure is spread over a large number of customers.

The movement on the provision for impairment of trade receivables is as follows:

(In £s million)	2026	2025
At 1 July	16.5	18.5
Exchange movement	0.2	(0.2)
(Credit)/Charge for the year	(0.4)	0.5
Disposal of subsidiaries	(0.3)	–
Uncollectable amounts written off	(2.0)	(2.3)
At 30 June	14.0	16.5

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18 Trade and other receivables continued

Sensitivity

The key sensitivity for credit risk is the movement in recoverability of trade receivables, measured by Days Sales Outstanding (‘DSO’).

Sensitivity analysis is performed for both an increase and decrease of one DSO, based on actual DSO of 36 days at 30 June 2026 (30 June

2025: 37 days). The sensitivity analysis show that an increase of one DSO will result in an additional £0.9 million impairment allowance,

whereas a decrease of one DSO will result in a £0.8 million decrease in impairment allowance. The impact of applying reasonable changes to

the forward-looking factors on the required provision is immaterial at 30 June 2026, including the impact on the required provision on accrued

income. The results of the sensitivity analysis of DSO is shown below:

One additional DSO

	Adjusted	Expected	Required
(In £s million)	Gross	Credit Loss	Provision
Not yet due	549.3	0.3%	(1.4)
Up to one month past due	50.3	10.0%	(5.0)
One to three months past due	13.5	13.4%	(1.8)
Greater than three months past due	9.4	71.6%	(6.7)
Trade receivables	622.5	2.4%	(14.9)

One fewer DSO

	Adjusted	Expected	Required
(In £s million)	Gross	Credit Loss	Provision
Not yet due	484.0	0.3%	(1.3)
Up to one month past due	44.3	10.0%	(4.4)
One to three months past due	11.9	13.4%	(1.6)
Greater than three months past due	8.3	71.6%	(5.9)
Trade receivables	548.5	2.4%	(13.2)

The risk disclosures contained on pages 64 to 73 within the Strategic Report form part of these Consolidated Financial Statements.

19 Cash, cash equivalents and bank overdrafts

(In £s million)	2026	2025
Cash and cash equivalents	111.8	168.5
Bank overdrafts	(26.7)	(36.5)
Cash, cash equivalents and bank overdrafts	85.1	132.0

No short-term deposits were placed in the year ended 30 June 2026.

Capital management

The Group’s business model remains highly cash generative. The Board’s free cash flow priorities are to fund the Group’s investment and

development, maintain a strong balance sheet, deliver a sustainable and appropriate core dividend and to return surplus capital to

shareholders via special dividends and share buybacks.

The Group’s proposed core full year dividend of 0.44 pence per share represents a dividend cover of 2.8x earnings, within the Group’s core full

year cover range of 2.0 to 3.0x earnings.

The capital structure of the Group consists of net cash/(debt), which is represented by cash and cash equivalents, bank loans and overdrafts

(note 21) and equity attributable to equity holders of the parent, comprising issued share capital, reserves and retained earnings.

The Group is not restricted to any externally imposed capital requirements.

Risk management

A description of the Group’s treasury policy and controls is included in the Chief Financial Officer’s Review on pages 22 to 24.

Cash management and foreign exchange risk

The Group’s cash management policy is to minimise interest payments by closely managing Group cash balances and external borrowings.

Euro-denominated cash positions are managed centrally using a cash concentration arrangement which provides visibility over participating

country bank balances on a daily basis. Any Group surplus balance is used to repay any maturing loans under the Group’s revolving credit

facility or invested in money market funds. As the Group holds a sterling-denominated debt facility and generates significant foreign currency

cash flows, the Board considers it appropriate in certain cases to use derivative financial instruments as part of its day-to-day cash

management to reduce the Group’s exposure to foreign exchange risk.

During the year, the Group entered into limited supply chain financing arrangements to better manage working capital, under which certain

trade receivables were sold on a non-recourse basis. The Group has assessed that substantially all of the risks and rewards of ownership

associated with these receivables have been transferred. Accordingly, the related receivables have been derecognised from the Group’s

balance sheet and are excluded from the trade receivables balance disclosed in Note 18.

The Group’s operating profit exposure to foreign currency translation is primarily in respect of the Euro and the Australian dollar. The sensitivity

of a 1 cent change in the average exchange rates for the year in respect of the Euro and Australian dollar would result in a £0.6 million and

£0.1 million change in operating profit respectively.

The Group does not use derivatives to hedge balance sheet and income statement translation exposure.

Notes to the Consolidated FinancialStatements continued

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19 Cash, cash equivalents and bank overdrafts continued

Interest rate risk

The Group is exposed to interest rate risk on floating rate bank loans and overdrafts. It is the Group’s policy to limit its exposure to fluctuating

interest rates by selectively hedging interest rate risk using derivative financial instruments, however there were no interest rate swaps held by

the Group during the current or prior year. Cash and cash equivalents carry interest at floating rates based on local money market rates.

Counterparty credit risk

Counterparty credit risk arises primarily from the investment of surplus funds. Risks are closely monitored using credit ratings assigned to

financial institutions by international credit rating agencies. The Group restricts transactions to banks and money market funds that have an

acceptable credit profile and limits its exposure to each institution accordingly.

20 Derivative financial instruments

(In £s million)	2026	2025
Net derivative liability	(0.1)	–

As set out in note 19 to the Consolidated Financial Statements and in the treasury management section of the Chief Financial Officer’s Review

on pages 22 to 24, in certain cases the Group uses derivative financial instruments to manage its foreign exchange exposures as part of its

day-to-day cash management.

As at 30 June 2026, the Group had entered into seven forward exchange contract arrangements with a counterparty bank (2025: six forward

contracts). There was no net gain or loss resulting from fair market value of the contracts as at 30 June 2026 (2025: nil) in the Consolidated

Balance Sheet.

The Group does not use derivatives for speculative purposes and all transactions are undertaken to manage the risks arising from underlying

business activities. These instruments are classified as Level 2 in the IFRS 7 fair value hierarchy.

Categories of financial assets and liabilities held by the Group are as follows:

(In £s million)	2026	2025
Financial assets
Net trade receivables	541.8	664.9
Net accrued income	477.0	408.5
Cash and cash equivalents	111.8	168.5
Total financial assets	1,130.6	1,241.9

(In £s million)	2026	2025
Financial liabilities
Trade payables	233.6	309.0
Other payables	51.2	85.0
Accruals	564.4	459.6
Bank loans	65.0	95.0
Bank overdrafts	26.7	36.5
Lease liabilities	153.2	180.7
Total financial liabilities	1,094.1	1,165.8

21 Bank loans

(In £s million)	2026	2025
Bank loans	65.0	95.0

Risk management

A description of the Group’s treasury policy and controls is included in the Chief Financial Officer’s Review on pages 22 to 24.

Committed facilities

At 30 June 2026, £175 million of the committed facility was undrawn (2025: £145 million undrawn).

Interest rates

The weighted average interest rates paid were as follows:

	2026	2025
Bank borrowings	5.0%	5.7%

For every 25 basis points fall or rise in the average SONIA rate in the year, there would be a reduction or increase in profit before tax by

approximately £0.3 million.

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22 Trade and other payables

(In £s million)	2026	2025
Trade payables	233.6	309.0
Other tax and social security	73.3	78.3
Other payables	51.2	85.0
Accruals	564.4	459.6
Trade and other payables	922.5	931.9

The Directors consider that the carrying amount of trade payables approximates to their fair value. The average credit period taken for trade

purchases is 36 days (2025: 43 days).

Accruals primarily relate to the remuneration costs for temporary workers and other agencies that have provided their services but

remuneration has yet to be made due to timing.

23 Retirement benefit

The Group operates a number of retirement benefit schemes in the UK and in other countries. The Group’s principal schemes are within the

UK where the Group operates one defined contribution scheme and two defined benefit schemes. The majority of overseas arrangements are

either defined contribution or government-sponsored schemes and these arrangements are not material in the context of the Group results.

The total cost charged to the Consolidated Income Statement in relation to these overseas arrangements was £13.3 million

(2025: £13.7 million).

UK Defined Contribution Scheme

The Group’s principal defined contribution benefit scheme is the Hays Group Personal Pension Plan which is operated for all qualifying

employees and is funded via an employee salary sacrifice arrangement, and for qualifying employees additional employer contributions.

Employer contributions are in the range of 3% to 12% of pensionable salary depending on the level of employee contribution and seniority.

The total cost charged to the Consolidated Income Statement of £5.4 million (2025: £5.8 million) represents employer’s contributions payable

to the money purchase arrangements. There were no contributions outstanding at the end of the current or prior year. The assets of the

money purchase arrangements are held separately from those of the Group.

UK Defined Benefit Schemes

The Group’s principal defined benefit schemes are the Hays Pension Scheme and the Hays Supplementary Pension Scheme both in the UK. The

Hays Pension Scheme is a funded final salary defined benefit scheme providing pensions and death benefits to members. The Hays

Supplementary Scheme is an unfunded unapproved retirement benefit scheme for employees who were subject to HMRC’s earnings cap on

pensionable salary. The Schemes were closed to future accrual from 30 June 2012 with pensions calculated up until the point of closure.

The Schemes are governed by a Trustee Board, which is independent of the Group and are subject to full actuarial valuation on a triennial basis.

Hays Pension Trustee Limited, in agreement with Hays plc, entered into a £370 million bulk purchase annuity (buy-in) contract with Pension

Insurance Corporation plc (“PIC”) as part of its ongoing strategy to de-risk the Hays Pension Scheme. This transaction builds upon the previous

buy-in policy secured with Canada Life on 6 August 2018 for a premium of £270.6 million.

In respect of IFRIC 14, The Hays Pension Scheme Definitive Deed and Rules is considered to provide Hays with an unconditional right to a

refund of surplus assets and therefore the recognition of a net defined benefit scheme asset is not restricted and agreements to make funding

contributions do not give rise to any additional liabilities in respect of the Scheme.

The defined benefit schemes expose the Group to actuarial risks, such as longevity risk, inflation risk, interest rate risk and market (investment)

risk. The Group is not exposed to any unusual, entity-specific or scheme-specific risks.

The net amount arising from the Group’s obligations in respect of its defined benefit pension schemes is as follows:

(In £s million)	2026	2025
Present value of defined benefit obligations	(438.4)	(451.3)
Less fair value of defined benefit scheme assets:
Buy-in policy and other insurance policies	436.7	449.8
Cash	1.7	1.5
Total fair value of defined benefit scheme assets	438.4	451.3

Notes to the Consolidated FinancialStatements continued

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Total fair value of the scheme assets as at year ended 30 June 2026 was £438.4 million of which £1.7 million was quoted and the rest

was unquoted.

The change in the present value of defined benefit obligations is as follows:

(In £s million)	2026	2025
Opening defined benefit obligation at 1 July	(451.3)	(489.7)
Administration costs	–	(3.0)
Interest on defined benefit scheme liabilities	(24.5)	(24.4)
Net remeasurement (losses)/gains – change in experience assumptions	(1.1)	8.7
Net remeasurement losses – change in demographic assumptions	(2.9)	(1.4)
Net remeasurement gains – change in financial assumptions	16.4	28.3
Transfer of unfunded supplementary scheme to provisions (note 24)	–	4.9
Benefits and expenses paid	25.0	25.3
Closing defined benefit obligation at 30 June	(438.4)	(451.3)

All pension scheme assets and liabilities are funded given the PIC policy in place.

The defined benefit schemes’ liability comprises 52% (2025: 52%) in respect of deferred benefit scheme participants and 48% (2025: 48%)

in respect of retirees.

The change in the fair value of defined benefit scheme assets is as follows:

(In £s million)	2026	2025
Fair value of plan assets at 1 July	451.3	509.1
Interest income on defined benefit scheme assets	24.5	25.9
Return on scheme assets	(12.4)	(81.5)
Employer contributions (towards funded and unfunded schemes)	–	23.1
Benefits and expenses paid	(25.0)	(25.3)
Fair value of plan assets at 30 June	438.4	451.3

During the year the Company made funding contributions of £nil (2025: £22.6 million) into the funded Hays Pension Scheme, and made

pension payments amounting to £nil (2025: £0.5 million) in respect of the unfunded Hays Supplementary Pension Scheme. Following the full

buy-in of the Scheme’s remaining obligations, the annual deficit funding contributions ceased from the transaction date.

The net (expense)/credit recognised in the Consolidated Income Statement comprised:

(In £s million)	2026	2025
Net interest (expense)/income	–	1.5
Administration costs	–	(3.0)
Net expense recognised in the Consolidated Income Statement	–	(1.5)

The net interest (expense)/income and administration costs in the current year and prior year were recognised within finance costs.

The amounts recognised in the Consolidated Statement of Comprehensive Income are as follows:

(In £s million)	2026	2025
Return on plan assets (excluding amounts included in net interest expense)	(12.4)	(81.5)
Actuarial remeasurement:
Net remeasurement (losses)/gains – change in experience assumptions	(1.1)	8.7
Net remeasurement losses – change in demographic assumptions	(2.9)	(1.4)
Net remeasurement gains – change in financial assumptions	16.4	28.3
Remeasurement of the net defined benefit	–	(45.9)

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23 Retirement benefit continued

A roll-forward of the actuarial valuation of the Hays Pension Scheme to 30 June 2026 and the valuation of the Hays Supplementary Pension

Scheme has been performed by an independent actuary, who is an employee of ISIO Group Limited.

The key assumptions used at 30 June are as follows:

	2026	2025
Discount rate	5.85%	5.50%
RPI inflation	3.05%	3.00%
CPI inflation	2.65%	2.50%
Rate of increase of pensions in payment	2.43%	2.85%
Rate of increase of pensions in deferment	2.65%	2.50%

The discount rate has been constructed to reference the AA corporate bond curve (which fits a curve to iBoxx sterling AA corporate data).

The corporate bond yield curve has been used to discount the Scheme cash flows using the rates available at each future duration and this

had been converted into a single flat rate assumption to give equivalent liabilities to the Scheme's cash flows. The duration of the Scheme's

liabilities using this approach is c.13 years.

The RPI inflation assumption has been set as gilt market implied RPI appropriate to the duration of the liabilities (c.13 years) less a 0.2% per

annum inflation risk premium. The CPI inflation assumption has been determined as 0.4% per annum below the RPI assumption (2025: 0.5%).

The life expectancy assumptions have been updated and calculated using bespoke 2024 Club Vita base tables along with CMI 2023

projections (smoothing factor of 7 and assuming improvements have peaked) and a long-term improvement rate of 1.25% per annum. On this

basis a 65-year-old current pensioner has a life expectancy of 22.6 years for males (2025: 22.1 years) and 24.0 years for females (2025: 23.8

years). Also on the same basis, the life expectancy from age 65 years of a current 45-year-old deferred member is 23.5 years for males

(2025: 23.0 years) and 25.9 years for females (2025: 25.7 years).

A sensitivity analysis on the principal assumptions used to measure the Scheme’s liabilities at the year-end is:

	Change in	Impact on
	assumption	Scheme's liabilities
Discount rate	+/–0.5%	–£27m/+£29m
Inflation and pension increases (allowing for caps and collars)	+/–0.5%	+£16m/–£15m
Assumed life expectancy at age 65	+/– 1 year	+£12m/–£12m

The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation; it is unlikely that the

change in assumptions would occur in isolation to one another as some of the assumptions may be correlated. Furthermore, as a result of the

full buy-in of the Scheme’s remaining benefit obligations during the year, any changes in assumptions would result in equal and opposite

movement in the Scheme’s assets.

In presenting the above sensitivity analysis the present value of the defined benefit obligation has been calculated using the projected unit

credit method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability

recognised in the Consolidated Balance Sheet.

Notes to the Consolidated FinancialStatements continued

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24 Provisions

	Retirement			Legal, tax and
(In £s million)	benefits	Property	Restructuring	other matters	Total
At 1 July 2025	4.9	6.1	13.3	19.2	43.5
Charged to income statement	0.4	0.2	54.8	0.6	56.0
Utilised	(0.4)	(0.7)	(39.2)	(1.4)	(41.7)
At 30 June 2026	4.9	5.6	28.9	18.4	57.8

	Retirement			Legal, tax and
(In £s million)	benefits	Property	Restructuring	other matters	Total
At 1 July 2024	–	5.4	12.9	18.4	36.7
Charged to income statement	–	1.4	29.0	1.0	31.4
Credited to income statement	–	–	–	(0.2)	(0.2)
Utilised	–	(0.7)	(28.6)	–	(29.3)
Transfer from Retirement benefits (note 23)	4.9	–	–	–	4.9
At 30 June 2025	4.9	6.1	13.3	19.2	43.5

(In £s million)	2026	2025
Current	40.3	25.6
Non-current	17.5	17.9
Total provisions	57.8	43.5

The restructuring provision charge includes £45.1 million restructuring costs and £9.7 million of property exit cost and closure costs.

The restructuring provision utilised in the current year was £31.2 million, with an additional £8.0 million of cash payments in respect of the

prior year exceptional charge.

As a global specialist in recruitment and workforce solutions and in common with other similar organisations, in the ordinary course of our

business the Group is exposed to the risk of legal, tax and other disputes. Where costs are likely to arise in defending and concluding such

disputes, and these costs can be measured reliably, they are provided for in the Consolidated Financial Statements. These items affect various

Group subsidiaries in different geographic regions and the amounts provided for are based on management’s assessment of the specific

circumstances in each case. Property relates to provisions for non-cancellable costs, where the Group has an obligation to restore the leased

property to its original condition at the end of the lease term, and property exit costs. The timing of settlement depends on the circumstances

in each case and is uncertain. Legal matters includes claims relating to disputes raised by our workers with either Hays or our clients. There are

no individually material balances within this provision, and management does not consider it reasonably possible that any of these balances will

change materially in the next 12 months.

During the year ended 30 June 2025 the Directors made the decision to reclassify the obligation under the unfunded pension scheme to

provisions, which was previously recognised within the net retirement benefit surplus. The liability related to the unfunded pension scheme

were not part of the buy-in as the members’ benefits are outside of the Registered Pension Regime and it should have been disclosed

separately instead of being offset against the net retirement benefit surplus.

25 Called up share capital

Called up, allotted and fully paid Ordinary shares of 1 pence each

	Share capital	Share
	number	capital
	(thousand)	(£s million)
At 1 July 2025	1,600,433	16.0
At 30 June 2026	1,600,433	16.0

	Share capital	Share
	number	capital
	(thousand)	(£s million)
At 1 July 2024	1,600,433	16.0
At 30 June 2025	1,600,433	16.0

In accordance with the Companies Act 2006, the Company no longer has an authorised share capital. The Company is allowed to hold 10% of

issued share capital in treasury.

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26 Share-based payments

During the year, £8.5 million (2025: £7.7 million) was charged to the Consolidated Income Statement in relation to equity-settled

share-based payments.

Share options

Sharesave is a save as you earn (SAYE) scheme designed to give employees the opportunity to buy Hays plc shares at a discounted price at

the end of three-year savings contract, where they have six months to buy the shares or withdraw the savings. The valuations model used is

the Binomial model.

At 30 June 2026 the following options had been granted and remained outstanding in respect of the Company’s Ordinary shares of 1 pence

each under the Company’s share option schemes:

		Nominal value	Subscription
	Number	of shares	price	Risk-free	Expected	Date normally
	of shares	(£)	(pence/share)	Rate	Volatility	exercisable
Hays UK Sharesave Scheme	122,712	1,227	108	3.50%	35.20%	2026
	284,367	2,844	85	3.90%	27.41%	2027
	514,470	5,145	65	4.13%	28.59%	2028
	7,431,009	74,310	37	4.38%	30.01%	2029
	8,352,558	83,526
Hays International Sharesave Scheme	151,097	1,511	108	3.50%	35.20%	2026
	349,057	3,491	85	3.90%	27.41%	2027
	700,886	7,009	65	4.13%	28.59%	2028
	1,080,971	10,810	37	4.38%	30.01%	2029
	2,282,011	22,821
Total Sharesave options outstanding	10,634,569	106,347

The Hays International Sharesave Scheme is available to employees in Australia, New Zealand, Germany, the Republic of Ireland, Canada,

Hong Kong SAR, Singapore and the United Arab Emirates.

Details of the share options outstanding during the year are as follows:

	2026	2026	2025	2025
	Number	Weighted	Number	Weighted
	of share	average	of share	average
	options	exercise price	options	exercise price
	(thousand)	(pence)	(thousand)	(pence)
Sharesave
Outstanding at the beginning of the year	8,260	76	7,316	98
Granted during the year	8,843	37	5,755	65
Forfeited during the year	(6,122)	72	(4,373)	93
Expired during the year	(346)	111	(438)	136
Outstanding at the end of the year	10,635	45	8,260	76
Exercisable at the end of the year	274	108	726	117

There were no options exercised during the year (2025: none).

The options outstanding as at 30 June 2026 had a weighted average remaining contractual life of 2.4 years.

Notes to the Consolidated FinancialStatements continued

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Performance Share Plan (PSP) and Deferred Annual Bonus (DAB)

The PSP is designed to link reward to the key long-term value drivers of the business and to align the interests of the Executive Directors and

approximately 360 of the global senior management population with the long-term interests of shareholders. PSP awards are discretionary

and vesting is dependent upon the achievement of performance conditions measured over either a three-year period with a two-year holding

period or a one-year period with a two-year holding period. The fair value of both the PSP and DAB awards are calculated using the share price

as at the date the shares are granted.

Only the Executive Directors and other members of the Executive Leadership Team participate in the DAB which promotes a stronger link

between short-term and long-term performance through the deferral of annual bonuses into shares for a three-year period.

Further details of the schemes for the Executive Directors can be found in the Remuneration Report on pages 103 to 132.

Details of the share awards outstanding during the year are as follows:

	2026	2026	2025	2025
	Number	Weighted	Number	Weighted
	of share	average fair	of share	average fair
	options	value at grant	options	value at grant
	(thousand)	(pence)	(thousand)	(pence)
Performance Share Plan
Outstanding at the beginning of the year	29,884	100	28,545	116
Granted during the year	23,702	56	14,032	89
Exercised during the year	(6,132)	124	(4,812)	153
Lapsed during the year	(6,514)	93	(7,881)	116
Outstanding at the end of the year	40,940	74	29,884	100

The weighted average share price on the date of exercise was 56 pence (2025: 89 pence).

The options outstanding as at 30 June 2026 had a weighted average remaining contractual life of 2.5 years.

	2026	2026	2025	2025
	Number	Weighted	Number	Weighted
	of share	average fair	of share	average fair
	options	value at grant	options	value at grant
	(thousand)	(pence)	(thousand)	(pence)
Deferred Annual Bonus
Outstanding at the beginning of the year	2,943	107	3,568	128
Granted during the year	1,195	61	534	91
Exercised during the year	(1,586)	114	(1,159)	164
Outstanding at the end of the year	2,552	81	2,943	107

The weighted average share price on the date of exercise was 60 pence (2025: 92 pence).

The options outstanding as at 30 June 2026 had a weighted average remaining contractual life of 1.4 years.

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27 Related parties

Remuneration of key management personnel

The remuneration of the Executive Leadership Team and Non-Executive Directors, who are key management personnel of the Group, is set

out below in aggregate for each of the categories specified in IAS 24 ‘Related Party Disclosures’ and represents the total compensation costs

incurred by the Group in respect of remuneration, not the benefit to the individuals. Further information about the remuneration of Executive

and Non-Executive Directors is provided in the Directors’ Remuneration Report on pages 103 to 132.

(In £s million)	2026	2025
Short-term employee benefits	9.9	9.8
Share-based payments	3.9	5.1
Remuneration of key management personnel	13.8	14.9

28 Disaggregation of net fees

IFRS 15 requires entities to disaggregate revenue recognised from contracts with customers into relevant categories that depict how the

nature, amount and cash flows are affected by economic factors. As a result, we consider the following information relating to net fees to be

relevant and should be considered alongside note 4:

For the year ended 30 June 2026

		United Kingdom	Australia &
	Germany	& Ireland	New Zealand	Rest of World	Group
Temporary and contracting placements	85%	60%	69%	47%	64%
Permanent placements	15%	40%	31%	53%	36%
Total	100%	100%	100%	100%	100%

For the year ended 30 June 2025

		United Kingdom	Australia &
	Germany	& Ireland	New Zealand	Rest of World	Group
Temporary and contracting placements	84%	59%	69%	42%	62%
Permanent placements	16%	41%	31%	58%	38%
Total	100%	100%	100%	100%	100%

29 Contingent liabilities

The Group has issued certain financial guarantees in respect of operating lease obligations and in respect of obtaining regulatory licenses in

certain countries. The Group has recognised liabilities in respect of these guarantees, where applicable.

30 Reconciliation of financial liabilities arising from financing activities

Net debt

(In £s million)	2026	2025
Cash and cash equivalents	111.8	168.5
Bank overdrafts	(26.7)	(36.5)
Bank loans	(65.0)	(95.0)
Net cash	20.1	37.0
Lease liabilities	(153.2)	(180.7)
Net debt including lease liabilities	(133.1)	(143.7)

Notes to the Consolidated FinancialStatements continued

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Net debt reconciliation

(In £s million)

Bank

overdrafts Bank loans

Lease

liabilities Subtotal

Cash

and cash

equivalents Total

At 1 July 2025 (36.5) (95.0) (180.7) (312.2) 168.5 (143.7)

Exchange adjustments – – 0.8 0.8 3.1 3.9

Financing cash flows 9.8 30.0 46.6 86.4 (59.8) 26.6

Interest expense – (9.9) (4.9) (14.8) – (14.8)

Interest payments – 9.9 – 9.9 – 9.9

New leases – – (17.7) (17.7) – (17.7)

Disposals of subsidiaries – – 2.7 2.7 2.7

At 30 June 2026 (26.7) (65.0) (153.2) (244.9) 111.8 (133.1)

(In £s million)

Bank

overdrafts Bank loans

Lease

liabilities Subtotal

Cash

and cash

equivalents Total

At 1 July 2024 (restated) (39.1) (65.0) (179.3) (283.4) 160.9 (122.5)

Exchange adjustments – – 3.2 3.2 (4.4) (1.2)

Financing cash flows 2.6 (30.0) 48.8 21.4 12.0 33.4

Interest expense – (9.5) (4.6) (14.1) – (14.1)

Interest payments – 9.5 – 9.5 – 9.5

New leases – – (48.8) (48.8) – (48.8)

At 30 June 2025 (36.5) (95.0) (180.7) (312.2) 168.5 (143.7)

31 Subsequent events

The final dividend for 2026 of 0.29 pence per share (£4.6 million) will be proposed at the Annual General Meeting on 18 November 2026 and

has not been included as a liability. If approved, the final dividend will be paid on 26 November 2026 to shareholders on the register at the

close of business on 16 October 2026.

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Hays plc Company Balance Sheet

At 30 June 2026

(In £s million) Note

Company

2026

Company

2025

Non-current assets

Intangible assets 4 24.5 5.7

Property, plant and equipment 0.2 0.5

Investment in subsidiaries 5 678.2 678.2

Trade and other receivables 6 51.2 72.9

Deferred tax assets 7 19.8 15.6

773.9 772.9

Current assets

Trade and other receivables 8 6.7 5.4

Cash and cash equivalents 0.1 0.8

6.8 6.2

Total assets 780.7 779.1

Current liabilities

Trade and other payables 9 (155.8) (117.1)

Provisions 10 (1.4) (3.2)

(157.2) (120.3)

Net current liabilities (150.4) (114.1)

Total assets less current liabilities 623.5 658.8

Non-current liabilities

Provisions 10 (6.2) (5.4)

(6.2) (5.4)

Total liabilities (163.4) (125.7)

Net assets 617.3 653.4

Equity

Called up share capital 11 16.0 16.0

Share premium 369.6 369.6

Capital redemption reserve 3.4 3.4

Retained earnings 209.8 243.3

Equity reserve 18.5 21.1

Total equity 617.3 653.4

The loss for the financial year in the Hays plc Company Financial Statements is £25.6 million (2025: loss of £32.5 million).

The Financial Statements of Hays plc, registered number 2150950, set out on pages 176 to 184 were approved by the Board of Directors and

authorised for issue on 19 August 2026.

Signed on behalf of the Board of Directors

M Dearnley J Hilton

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Hays plc Company Statement of Changes in Equity

For the year ended 30 June 2026

(In £s million)

Called up

share capital

premium

Merger

reserve

(1)

Capital

redemption

reserve

Retained

earnings

Equity

reserve

(2)

Total equity

At 1 July 2025 16.0 369.6 – 3.4 243.3 21.1 653.4

Loss for the year – – – – (25.6) – (25.6)

Total comprehensive (expense)/income for

the year – – – – (25.6) – (25.6)

Dividends paid – – – – (7.0) – (7.0)

Purchase of own shares – – – – (11.7) – (11.7)

Share-based payments charged to the

income statement – – – – – 8.2 8.2

Share-based payments settled on vesting – – – – 10.8 (10.8) –

At 30 June 2026 16.0 369.6 – 3.4 209.8 18.5 617.3

The company paid dividends of £7.0 million (FY25: £47.8 million) , which corresponds to a dividend of £0.44 pence (FY25: £3.00 pence)

pershare.

For the year ended 30 June 2025

(In £s million)

Called up

share capital

premium

Merger

reserve

(1)

Capital

redemption

reserve

Retained

earnings

Equity

reserve

(2)

Total equity

At 1 July 2024 16.0 369.6 28.8 3.4 319.9 23.9 761.6

Remeasurement of defined benefit

pension schemes – – – – (45.9) – (45.9)

Tax relating to components of other

comprehensive income – – – – 10.2 – 10.2

Net expense recognised in other

comprehensive income – – – – (35.7) – (35.7)

Loss for the year – – – – (32.5) – (32.5)

Total comprehensive expense for the year – – – – (68.2) – (68.2)

Dividends paid – – (28.8) – (19.0) – (47.8)

Share-based payments charged to the

income statement – – – – – 7.8 7.8

Share-based payments settled on vesting – – – – 10.6 (10.6) –

At 30 June 2025 16.0 369.6 – 3.4 243.3 21.1 653.4

1. The Merger reserve was generated under Section 612 of the Companies Act 2006, as a result of the cash box structure used in the equity placing of new shares issued during the year

ended 30 June 2020.

2. The Equity reserve is generated as a result of IFRS 2 ‘Share-based payments’.

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Notes to the Hays plc Company

Financial Statements

1 Accounting policies

Basis of accounting

The Company Financial Statements have been prepared under the historical cost convention, in accordance with Financial Reporting

Standard 101 (FRS 101) ‘Reduced Disclosure Framework’ as issued by the Financial Reporting Council and with the requirements of the

Companies Act 2006 as applicable to companies reporting under those standards.

As permitted by Section 408 of the Companies Act 2006, the Company’s Income Statement has not been presented. The Company,

aspermitted by FRS 101, has taken advantage of the disclosure exemptions available under that standard in relation to share-based payments,

financial instruments, certain disclosures regarding the Company’s capital, capital management, presentation of comparative information in

respect of certain assets, presentation of a cash flow statement, certain related party transactions and the effect of future accounting

standards not yet adopted. Where required, equivalent disclosures are provided in the Consolidated Financial Statements of Hays plc.

New and amended accounting standards effective during the year

There have been no new or amended accounting standards or interpretations adopted during the year that have had a significant impact on

the Company Financial Statements.

The significant accounting policies and significant judgments and key estimates relevant to the Company are the same as those set out in

note2 and note 3 to the Consolidated Financial Statements with the addition of the following accounting policies set out below.

Investment in subsidiary undertakings

Investments in subsidiary undertakings are held at cost less any provision for impairment. The subsidiary undertakings which the Company

held at 30 June 2026 are described in note 12 to the Company Financial Statements.

Guarantee arrangements

As a part of various intercompany arrangements, the Company has issued letters of support to various subsidiaries within the Group to assist

with their day-to-day operations.

Intercompany and other receivables

Intercompany and other receivables are initially measured at fair value. Subsequent to initial recognition these assets are measured at

amortised cost less any provision for impairment losses. The Company measures impairment losses using the expected credit loss model in

accordance with IFRS 9.

Critical accounting judgements and estimates

Investments in subsidiaries are tested for impairment at least annually. In performing these tests assumptions are made in respect of future growth

rates and the discount rate to be applied to the future cash flows. These assumptions are set out in note 5 to the Company Financial Statements.

2 Employee information

There are two people employed by the Company (2025: 2). Details of Directors’ emoluments and interests are included in the Remuneration

Report on pages 103 to 132 of the Annual Report.

3 Loss for the year

Hays plc has not presented its own Income Statement and related notes as permitted by Section 408 of the Companies Act 2006. The loss for

the financial year in the Hays plc Company Financial Statements is £25.6 million (2025: loss of £32.5 million).

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4 Intangible assets

(In £s million) 2026 2025

Cost

At 1 July 8.8 5.4

Additions 19.5 4.9

Disposals/Transfers (1.7) (1.5)

At 30 June 26.6 8.8

Accumulated depreciation

At 1 July 3.1 2.3

Charge for the year 0.5 0.7

Disposals/Transfers (1.5) 0.1

At 30 June 2.1 3.1

Net book value

At 30 June 24.5 5.7

At 1 July 5.7 3.1

In the current year, £13.6 million (2025: £nil) of additions relate to internally generated software development costs that met the capitalisation

criteria of IAS 38.

5 Investment in subsidiaries

(In £s million) 2026 2025

Cost

At 1 July 678.2 743.9

Provision for impairment

Charge during the year – (65.7)

Total

At 30 June 678.2 678.2

Investments in subsidiaries are stated at cost less any impairment in recoverable value. Management has carried out an assessment for any

indications of impairment in the investment carrying value as at 30 June 2026. As a result management carried out an assessment of

impairment at 30 June 2026 and concluded that no impairment was required (2025: an impairment of £65.7 million).

The sensitivity of an adverse 0.5% change in absolute terms to each of the assumptions while holding all other variables constant results in a

reduction in its value-in-use by £15.8 million. The sensitivity of a favourable 0.5% change in absolute terms to each of these assumptions in

isolation would result in an increase in its value-in-use by £17.7 million.

During the year 30 June 2025 the Company recognised an impairment charge of £65.7 million in respect of its investment in Hays Specialist

Recruitment (Holdings) Limited. As a result of prolonged challenging market conditions in the UK recruitment market, during the year

Management revised its cash flow forecast of the Company’s investment in the UK business, which resulted in a reduction of its recoverable

amount below the carrying amount. Before impairment testing, the carrying value in respect of the UK investment was £350.0 million. The

recoverable amount was considered to be in line with its value-in-use, which is considered to be higher than its fair value less cost of disposal.

The key assumptions that were applied to the UK investment as at 30 June 2025 were: a pre-tax weighted average cost of capital (WACC) of

14.1% and a medium-term net fee growth rate of 5%, which is broadly in line with industry average expectations.

There were no other impairments required as a result of the assessment performed at year end.

The subsidiary undertakings of the Company are listed in note 12 to the Company Financial Statements.

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6 Trade and other receivables: Non-current assets

(In £s million) 2026 2025

Prepayments 1.1 1.5

Amounts owed by subsidiary undertakings 50.1 71.4

Trade and other receivables: amounts falling due after more than one year 51.2 72.9

The Company charges interest on amounts owed by subsidiary undertakings at a rate of three-month SONIA plus 1%. The amounts owed by

subsidiary undertakings are unsecured and repayable on demand.

7 Deferred tax

(In £s million) 2026 2025

Deferred tax assets 19.8 15.6

Deferred tax liabilities – –

Net deferred tax 19.8 15.6

The increase in the overall deferred tax balance is primarily explained by the recognition of deferred tax asset on losses. The Company realised

a loss in the year and an additional deferred tax asset of £5.2 million has been partially recognised based on the latest forecasts which indicate

the losses can be utilised against forecast taxable profits over the next four years. The Company has adopted a prudent approach, and no

deferred tax asset has been recognised on the remaining current year loss of £10.0 million, although based on latest forecasts it is expected

this can be utilised over the medium term.

8 Trade and other receivables: Current assets

(In £s million) 2026 2025

Corporation tax debtor 0.5 0.5

Amounts owed by subsidiary undertakings 1.0 0.7

Prepayments 5.2 4.2

Trade and other receivables: amounts falling due within one year 6.7 5.4

The amounts owed by subsidiary undertakings relate to a corporation tax debtor which is expected to be settled via group relief from UK

subsidiary undertakings.

9 Trade and other payables

(In £s million) 2026 2025

Accruals 34.7 25.3

Amounts owed to subsidiary undertakings 121.1 91.8

Trade and other payables 155.8 117.1

Amounts owed to subsidiary undertakings are unsecured and repayable on demand. The company is charged interest on amounts owed to

subsidiary undertakings at the country reference rate, fixed at the first business day of each quarter being January, April, July and October

plus credit margin ranging between 1.28% - 2.04%.

Notes to the Hays plc Company Financial Statements continued

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10 Provisions

(In £s million) Total

At 1 July 2025 8.6

Charged to income statement 1.5

Credited to the income statement (1.3)

Utilised during the year (1.2)

Transfer to provisions (Note 24) –

At 30 June 2026 7.6

(In £s million) 2026 2025

Current 1.4 3.2

Non-current 6.2 5.4

Total provisions 7.6 8.6

(In £s million) Total

At 1 July 2024 3.3

Charged to income statement 10.6

Credited to the income statement –

Utilised during the year (10.2)

Transfer to provisions (Note 24) 4.9

At 30 June 2025 8.6

Provisions comprise of potential exposures arising as a result of business operations. The timing of settlement depends on the circumstances

in each case and is uncertain.

As disclosed in note 24 to the Consolidated Financial Statements, during the year ended 30 June 2025 the Directors made the decision to

reclassify the obligation under the unfunded pension scheme to provisions, which was previously recognised within the net retirement benefit

surplus. The liability related to the unfunded pension scheme that was not part of the buy-in as the members’ benefits are outside of the

Registered Pension Regime and it should have been disclosed separately instead of being offset against the net retirement benefit surplus.

11 Called up share capital

Called up, allotted and fully paid Ordinary shares of 1 pence each

Share capital

number

(thousand)

Share capital

(£s million)

At 1 July 2025 1,600,433 16.0

At 30 June 2026 1,600,433 16.0

Share capital

number

(thousand)

Share capital

(£s million)

At 1 July 2024 1,600,433 16.0

At 30 June 2025 1,600,433 16.0

As at 30 June 2026, the Company held 30.2 million (2025: 8.5 million) Hays plc shares in treasury. The shares held in treasury are used to

satisfy the exercises in relation to equity-settled share-based payment awards.

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12 Subsidiaries

Registered Address and Country of Incorporation

Emposo Pty Limited Level 13, The Chifley Tower, 2 Chifley Square, Sydney, NSW 2000, Australia

Hays Specialist Recruitment (Australia) Pty Limited Level 13, The Chifley Tower, 2 Chifley Square, Sydney, NSW 2000, Australia

Hays Österreich GmbH Europaplatz 3/5, 1150 Wien, Austria

Hays Professional Solutions Österreich GmbH Europaplatz 3/5, 1150 Wien, Austria

Hays NV B-8500 Kortrijk, Brugsesteenweg 255 box 2, Belgium

Hays Services NV 255, Brugsesteenweg, Kortrijk, 8500

Hays Alocação Profissional Ltda Avenida das Nações Unidas, nº 14.401 Torre Jequitibá, 17º andar, São Paulo,

Brazil - CEP 04794-000

Hays Recrutamento e Seleção Ltda Avenida das Nações Unidas, nº 14.401 Torre Jequitibá, 17º andar, São Paulo,

Brazil - CEP 04794-000

Hays Trabalho Temporário Ltda Avenida das Nações Unidas, nº 14.401 Torre Jequitibá, 17º andar, São Paulo,

Brazil - CEP 04794-000

Hays Specialist Recruitment (Canada) Inc. 8 King Street East, 20

Floor, Toronto, Ontario, M5C 1B5

Hays Especialistas en Reclutamiento Limitada Cerro El Plomo 5630, Of. 1701, Las Condes, C.P. 7560742, Santiago, Chile

Hays Specialist Recruitment (Shanghai) Co. Limited*

(90% owned)

Unit 1205-1212, HKRI Centre One, HKRI Taikoo Hui, 288 Shimen Road (No.1),

Shanghai, China

Hays Colombia en Liquidación S.A.S. Oficina 503, Calle 77 # 7-07, Edificio Torre 77, Bogotá D.C., Colombia

H101 Limited 4