RWS Holdings Regulatory News (RWS)

For immediate release 14 June 2023

RWS Holdings plc

Share Repurchase Programme

As previously announced on 8 June 2023 in its half-year results for the six months ended 31 March 2023, RWS Holdings plc ("RWS" or the "Company") is today launching a share repurchase programme of up to £50 million to be executed by the Company's next Annual General Meeting, expected to be held in February 2024 (the "Repurchase Programme").

RWS will execute the Repurchase Programme in two tranches. In respect of the first tranche, RWS has today entered into a non-discretionary agreement with Numis Securities Limited ("Numis") to purchase RWS's ordinary shares of 1 pence each ("RWS Shares") for an aggregate value (excluding expenses) of up to £25 million pursuant to the Repurchase Programme (the "Initial Tranche"). Numis will act as riskless principal for the simultaneous on-sale of such RWS Shares to RWS and will make its trading decisions concerning the timing of the purchases of RWS Shares independently of and uninfluenced by RWS. Purchases of RWS Shares under the Initial Tranche will commence today and end no later than the date of the Company's next Annual General Meeting and will be carried out on the London Stock Exchange.

The second tranche of the Repurchase Programme will commence promptly once Numis has completed the Initial Tranche. For the purposes of effecting the second tranche, RWS has today entered into a non-discretionary agreement with Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg") to purchase further RWS Shares for an aggregate value (excluding expenses) of up to £25 million (the "Second Tranche"). Berenberg will undertake the Second Tranche on the same terms as Numis and will only commence share repurchases once the Initial Tranche has been completed. Purchases under the Second Tranche will end no later than the date of the Company's next Annual General Meeting.

The aggregate purchase price of RWS Shares purchased by Numis and Berenberg under the Repurchase Agreement will not exceed £50 million (exclusive of expenses). The purpose of the Repurchase Programme is to reduce the share capital of RWS. To the extent permitted by law, all RWS Shares purchased under the Repurchase Programme will be cancelled.

The Repurchase Programme will be conducted within certain pre-set parameters, and in accordance with the general authority to repurchase shares granted by RWS's shareholders at the 2023 Annual General Meeting and with the EU Market Abuse Regulation (596/2014) (as in force in the UK and as amended by the Market Abuse (Amendment) (EU Exit) Regulations 2019), the Commission Delegated Regulation (EU) 2016/1052 (as in force in the UK and as amended by the FCA's Technical Standards (Market Abuse Regulation) (EU Exit) Instrument 2019) and the AIM Rules.

The maximum number of RWS Shares which may be purchased by RWS under the Repurchase Programme is 38,946,009, which is the maximum number permitted pursuant to the authority granted by RWS's shareholders at the 2023 Annual General Meeting.

RWS will announce any market repurchases of RWS Shares no later than 7.30 a.m. on the business day following the date on which the repurchase occurred.

For further information, please contact:

About RWS:

RWS Holdings plc is a unique, world-leading provider of technology-enabled language, content and intellectual property services. Through content transformation and multilingual data analysis, our combination of AI-enabled technology and human expertise helps our clients to grow by ensuring they are understood anywhere, in any language.

Our purpose is unlocking global understanding. By combining cultural understanding, client understanding and technical understanding, our services and technology assist our clients to acquire and retain customers, deliver engaging user experiences, maintain compliance and gain actionable insights into their data and content.

Over the past 20 years we've been evolving our own AI solutions as well as helping clients to explore, build and use multilingual AI applications. With 40+ AI-related patents and more than 100 peer-reviewed papers, we have the experience and expertise to support clients on their AI journey.

We work with over 80% of the world's top 100 brands, more than three-quarters of Fortune's 20 'Most Admired Companies' and almost all of the top pharmaceutical companies, investment banks, law firms and patent filers. Our client base spans Europe, Asia Pacific and North and South America. Our 65+ global locations across five continents service clients in the automotive, chemical, financial, legal, medical, pharmaceutical, technology and telecommunications sectors.

Founded in 1958, RWS is headquartered in the UK and publicly listed on AIM, the London Stock Exchange regulated market (RWS.L).

For further information, please visit: www.rws.com.