Insight
Focus
Delivery
Annual Report
& Accounts 2025

Strategic Report
1 Highlights
2 Chair’s introduction
4 Our business at a glance
7 CEO’s review
10 CFO’s review
14 Market review
18 Our business model
20 Our strategy
26 Delivering on our strategy
34 People, culture and incentives
40 Technology
42 Key performance indicators
45 Stakeholder engagement
48 Divisional operating review
54 Sustainability in the world of work
60 Sustainable business highlights FY25
62 Social
64 Governance
66 Environment
70 Task Force on Climate-related Financial Disclosures (TCFD)
79 Principal risks
90 Non-financial and sustainability information statement
Governance
92 Chair’s introduction to governance
93 Governance at a glance
94 Board of Directors
97 Executive Leadership Team
99 Compliance with the Code
100 Our governance framework
101 Division of responsibilities
102 Key activities of the Board
104 How the Board considers stakeholders in the year
106 How the Board monitors culture
108 Board effectiveness review
110 Nomination Committee Report
116 Audit and Risk Committee Report
124 Sustainability Committee Report
126 Remuneration Committee Report
153 Directors’ Report
157 Statement of Directors’ responsibilities
Financial Statements
159 Independent Auditors’ Report
166 Consolidated Group Financial Statements
206 Hays plc Company FinancialStatements
Additional Information
216 Shareholder information
217 Financial calendar
218 Glossary
View this report online at hays.com

2025 Highlights
1. Exceptional items for the year ended 30 June 2025 of £30.7 million consisting of
£17.7 million that relates to restructuring charges and £13.0 million in relation to the
multi-year Technology transformation and Finance transformation programmes; the
prior year charge of £80.0 million consists of goodwill and intangible impairment of
£37.8 million and a restructuring charge of £42.2 million.
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.
Financial performance Operational performance
Non-financial performance
Please click for key
performance indicators
Net fee income
£972.4m
FY24: £1,113.6m
Pre-exceptional operating profit
(1)
£45.6m
FY24: £105.1m
Post-exceptional PBT
(1)
£1.5m
FY24: £14.7m
Pre-exceptional basic EPS
(1)
1.31p
FY24: 4.03p
Post-exceptional basic EPS
(1)
(0.49)p
FY24: (0.31)p
Core dividend per share
1.24p
FY24: 3.00p
Net cash
£37.0m
FY24: £56.8m
Consultant net fee productivity growth
(2)
+5%
FY24: +1%
Number of roles filled
257,900
FY24: 282,700
Conversion rate
(3)
4.7%
FY24: 9.4%
Net Promoter Score
56
FY24: 54
Women in senior leadership
44.9%
FY24: 43.0%
Employee engagement
70%
FY24: 71%
Our scope 1, 2 and selected scope 3
(4)
GHG emissions
17,174 CO
2
e tonnes
FY24: 19,356 CO
2
e tonnes; Science-Based Target (SBT)
base year (2020): 24,549 CO
2
e tonnes
1Hays plc Annual Report & Accounts 2025

Cultivating momentum:
A year of strategic progress
Chair’s introduction
Our vision
To be the global leader in recruitment
and workforce solutions, recognised for
powering progress through people and
market-leading technology.
Michael Findlay
Chair
Governance Financial Statements Additional InformationStrategic Report
2 Hays plc Annual Report & Accounts 2025

Welcome to Hays’ Annual Report
forFY25
This is my first statement since becoming Chair in May and I
would like to thank my predecessor, Andrew Martin, for his
significant contribution to the business since he joined the Board
in 2017. I am pleased to report that under Dirk Hahn’s leadership
we have a clear strategy in place for Hays which, despite ongoing
macroeconomic uncertainty, is being successfully implemented.
I have spent my first few months gaining an in-depth
understanding of the Group and its divisions, meeting with a wide
range of senior and local management. Our people have a real
sense of energy and pride as well as a clear focus on making
Hays a success.
Against a challenging backdrop for our industry in FY25, Group
net fees decreased by 11% and we delivered a pre-exceptional
operating profit of £45.6 million. Post-exceptional operating
profit was lower as we undertook a significant restructuring of
operations during the year. These activities will better position the
Group to benefit from the long-term growth opportunities in our
markets and structurally improve our operating cost base.
Our business model remains capital-light and highly cash-
generative, with clear cash flow priorities. However, faced with a
second year running where core dividend cover would be below
our 2-3x target range, as well as an uncertain trading outlook, the
Board has proposed a reduction in the final dividend payment.
In addition, the flexibility to fully resource our technology
investments and working capital requirements as Temporary &
Contracting activity recovers should generate attractive returns for
shareholders. To introduce a more flexible capital deployment
framework and maintain a strong balance sheet position, we have
removed our £100 million cash buffer but remain committed to
returning surplus cash to shareholders where appropriate through
a combination of special dividends and share buybacks.
We acknowledge the importance of the dividend and, over the
coming months, I will support our Executive Directors in
delivering our strategic objectives and ensuring we remain
focused on creating value for shareholders. Every pound is
sacred and we will deploy capital on projects with the greatest
potential impact on our competitive positioning, long-term
growth opportunity, and return on investment.
On behalf of the Board, I would like to thank all our Hays
colleagues for their hard work and commitment throughout
theyear, which is critical to our success.
Michael Findlay
Chair
20 August 2025
View a recording of this statement online at hays.com
Our investment case
Driven by our Five Strategic Levers and the
structural growth opportunities in our industry,
we believe there are three compelling reasons
to invest in Hays.
1
Market position.
Hays has a leading position in the large,
fragmented global professional recruitment
market which will benefit from long-term
structural growth drivers and is expected to
grow by 8% annually over the next five years to
$320 billion and; at a mid-teen rate with global
enterprises through managed service provider
(MSP) and recruitment process outsourcing
(RPO) agreements. Hays currently has a mere
0.5% market share and a strong competitive
position with large clients. Our network of 31
countries and 21 specialisms enables us to solve
our clients’ talent problems globally and,
ifrequired, at scale.
2
Structurally improving Hays.
Our initiatives are structurally improving
consultant net fee productivity and cost base.
In a cyclical recovery we will deliver a high
drop-through of net fee growth to
operatingprofit, free cash flow, and return
oncapital employed.
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.
3Hays plc Annual Report & Accounts 2025

By division
Germany
UK&I
ANZ
RoW
32%
20%
12%
36%
Full outsourced
PSL
Multiple placements
Single placements
By contract form
20%
20%
40%
20%
By specialism
Technology
A&F
C&P
Engineering
Office support
Life sciences
Other
25%
15%
11%
5%
4%
11%
29%
By Placement
Temp
Contracting
Permanent
37%
25%
38%
Our business at a glance
Hays is a world-leading specialist in white-collar Temporary, Contracting and
Permanent recruitment and workforce solutions. We have scale and expertise in
21 specialist areas of skilled employment. Within our portfolioof 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 SMEs.
In FY25 we helped over 255,000 white-collar candidates
secure their next career move, including c.212,000 Temporary
& Contracting roles and c.43,000 Permanent placements.
The balance, breadth and scale of our business is unique in
the world of specialist recruitment and workforce solutions.
This helps to make Hays relatively more resilient in today’s
uncertain macroeconomic landscape and provides access to
some of the strategically most important markets globally.
Across our business, we have established market-leading
positions
(1)
in long-term structural growth markets, such
as Technology and Engineering globally, plus the relatively
immature markets of Europe and Asia. Weare also
established leaders in more mature markets, such as the
UK and Australia, which offer opportunities for long-term
growth and cyclical recovery.
A diverse and balanced business
A balanced portfolio
FY25 net fees by category £972.4m
Our divisional exposure in detail
FY25 net fees by category
Technology
Office Support
A&F
Life Sciences
C&P
Other
Engineering
Germany UK&I ANZ RoW
33%
19%
14%
17%
11%
19%
11%
1%
41%
26%
11%
9%
8%
4%
7%
35%
19%
18%
1%
8%
2%
38%
6%
25%
5%
12%
Temp Contracting Permanent
22%
62%
49%
36%
6%
58%
37%
25%
38%
10%
41%
16%
Germany UK&I RoW Group
62%
7%
31%
ANZ
1. When compared to other UK listed specialist recruitment peer group.
Governance Financial Statements Additional InformationStrategic Report
4 Hays plc Annual Report & Accounts 2025

We report our performance through four key operating divisions – Germany, United Kingdom & Ireland (UK&I),
Australia & New Zealand (ANZ) and Rest of World (RoW). We do not operate a ‘one-size-fits-all’ approach and
instead have a diverse portfolio of services tailored to reflect local market environments and client demand.
Key figures
Year ended 30 June 2025 Germany UK & Ireland
Australia & New
Zealand Rest of World Group Total
Net fees £308.9m £192.2m £116.2m £355.1m £972.4m
Pre-exceptional operating profit
(1)
£52.1m £(5.8)m £3.6m £(4.3)m £45.6m
Consultants 1,624 1,285 675 2,486 6,070
Offices 26 59 34 88 207
Share of Group net fees 32% 20% 12% 36% 100%
1. A reconciliation of pre-exceptional and post-exceptional operating profit is provided in note 4 of the Financial Statements.
Our global reach
– Typically SME clients requiring fast and precise access
to deep talent pools
– Clients use Hays once or many times each year
– Customers who need a
partner to help with broader
talent solutions
– Dozens or hundreds of
placements each year
– A deep, trusted relationship
to deliver all (or part) of their
HR function
– Hundreds or thousands of
placements each year
– Serviced by Hays’ global
network
– Account Management team – Known Hays contact and
Hays’ global network
– Dedicated client
engagement managers
Spot/one-off
transaction
Proportion of Hays’ fees c.20% Proportion of Hays’ fees c.40% Proportion of Hays’ fees c.20% Proportion of Hays’ fees c.20%
Multiple placements
per year
Preferred Supplier
List (PSL)
Full
outsourced
Key customer needsKey: Customer’s service requirement
Meeting the needs of our diverse client base
‘Working for your tomorrow’ is our promise to customers,
by which we mean both our clients and candidates, that their
continued success is at the heart of what we do.
We do this by combining our knowledge through scale,
meaningful innovation and deep understanding. We have the
depth and breadth of a global network, data points across many
sectors and deep expertise driven by c.6,000 expert consultants.
We continually challenge ourselves to provide customers with
greater insights on what is happening in the world of work,
both now and in the future.
We understand that professionals need different forms of
support throughout their career. Our commitment to building
trust and lifelong partnerships with candidates is a key priority,
and we offer continuous support to our community of
Temporary, Contracting, and Permanent recruitment candidates,
helping them to achieve their career ambitions.
By offering our customers an unrivalled service, we can set
Hays apart from our competition and create long-term value by
delivering the recruiting experience of tomorrow.
5Hays plc Annual Report & Accounts 2025

Our business at a glance continued
Market leader Top 3 position Top 5 position Other
Our global platform provides a pipeline of future growth
opportunities and leadership in core markets
Hays’ market positioning*
Top 3
Australia Belgium Brazil France Germany
Hungary Ireland Italy New Zealand Poland
Portugal Singapore UK
Top 5
Austria Canada Denmark Greater China Luxembourg
Malaysia Mexico Netherlands Switzerland
* Market position is based on a combination of Hays’ estimates and external industry sources including Staffing Industry Analyst (SIA) reports and Ibis World data.
Governance Financial Statements Additional InformationStrategic Report
6 Hays plc Annual Report & Accounts 2025

Market backdrop and trading review
FY25 was a year of significant strategic and operational
transformation against a backdrop of economic and political
uncertainty which weighed on client and candidate confidence,
driving a material lengthening of ‘time-to-hire’, and lower
placement volumes. Although there was continued evidence of
strategic delivery during the year, our financial performance was
significantly impacted by these headwinds, with like-for-like net
fees down 11% and pre-exceptional operating profit down 56%.
Temporary & Contracting and Permanent recruitment net fees
decreased by 7% and 17% respectively. Although Temporary &
Contracting net fees were relatively resilient through the year,
Permanent recruitment was subdued because weak client and
candidate confidence continues to drive below-normal
conversion of activity to placement. This ‘Great Hesitation’ more
than offset improvements to our mix and pricing.
Against this backdrop we have focused on applying our Five
Levers and improved operational rigour through business line
prioritisation, resource allocation, and efficiency initiatives.
Despite challenging and volatile markets, we have been highly
disciplined and made good progress during the year. Consultant
net fee productivity increased by a sector-leading 5% year-on-
year, net fees within Enterprise Solutions grew by 8%, and
Temporary & Contracting net fees grew strongly in several of our
Focus countries. Our consultant headcount declined by 14%
through a mix of natural attrition and performance management.
Our structural cost savings initiatives progressed well as we took
significant actions to better position Hays. We exited business
lines, removed duplicated costs, delayered management,
outsourced selective opportunities, further standardised and
globalised processes, and expanded our shared service centres.
The combined costs related to this were £30.7 million and are
considered exceptional given their size and impact on business
operations. On a post-exceptional basis, our loss per share
increased by 58% YoY to 0.49 pence.
You can read about each division’s performance on pages 48 to
53, and see our detailed financial performance on pages 10 - 13.
Building the global leader
Our vision is to become the global leader in recruitment and
workforce solutions, recognised for powering progress through
people and market-leading technology. Our expertise combines
large Enterprise clients, the Public sector, SMEs and start-ups. We
have core expertise in Contracting, Temporary and Permanent
recruitment and evolving capabilities in workforce solutions.
A year of transformation
Dirk Hahn
CEO
Against a challenging backdrop,
which significantly impacted
many of our markets, we took
decisive action to better align our
business to long-term growth
markets and reduce costs.
We have focused on applying our Five Levers
and improved operational rigour through
business line prioritisation, resource allocation,
and efficiency initiatives.”
CEO’s review
7Hays plc Annual Report & Accounts 2025

Headcount
growth
Our Five Levers are aligned to exploit the long-
term opportunities in our markets
1
Grow our leading positions in
themost in-demand future
jobcategories
Increase our focus on higher
skilled, higher paid roles
2
Greater focus on resilient and
growing industries and markets
3
Build stronger relationships with
our clients and candidates
4
Drive an increased proportion
ofTemporary & Contracting net
fees across ourbusinesses
5
Our Five Levers
Profit
growth
Net fee
growth
Underpinned by our Golden Rule:
Read more in
‘Strategy in action’
CEO’s review continued
Focused strategy and progress
Our strategy is built upon Five Levers and is designed to build a
structurally more resilient, profitable and growing business
underpinned by our culture and talented colleagues worldwide.
We will increase our exposure to the most in-demand future job
categories, growing industries and end-markets, higher skilled
and higher paid roles, Temporary & Contracting and large
Enterprise clients. Our strategy is not ‘one-size-fits-all’ and we will
tailor each region and country to its market and customer needs.
We will build scale in high-performing and high-potential markets
and will scale back where forces are less supportive.
Our medium-term goal is to drive material profit contributions
from more Hays countries. Our Key countries (Germany, Australia
and the UK) each have all of the Five Levers, but we have work to
do to increase operational performance and profitability. Our
Focus countries (Austria, France, Italy, Japan, Poland, Spain,
Switzerland and the USA) have most of the Five Levers, and we
are actively allocating resource and selectively investing to
achieve all five. Our Emerging countries represent the rest of our
global network, and we are focused on increasing profitability in
each country, in line with our conversion rate targets.
Business line prioritisation, optimised resource allocation, and
scaling our eight Focus countries will establish a broader base
and enable the Group to achieve its long-term objective of
returning to, and then exceeding, our previous peak operating
profit of c.£250 million.
Operational rigour in action
We are very focused on our strategic execution despite
challenging markets. Firstly, we will continue to invest in and align
our business with high-potential and high-performing business
lines. We will scale back or exit business lines with low
performance and potential and, as part of this, we are further
reviewing our country portfolio. Reshaping and improving our
business mix in line with our strategy will over time be a material
driver of sustained consultant productivity growth.
Secondly, we will continue to invest in our technology estate to
harness the power of data and AI, which will improve net fee
productivity as we provide our consultants with best-in-class tools
and reduce administrative burden, we will improve automation and
efficiency in our back-office functional areas, and provide more
powerful and personalised data and insights toour customers,
enhancing our exceptional service to clients and candidates.
Thirdly, our programme to secure c.£30 million per annum
structural efficiency cost savings by the end of FY27 has
progressed well and we exited the year with c.£35 million per
annum against this target resulting from our back office and
operational efficiency programmes. Consequently, we have set
ourselves the ambition of delivering a further c.£45 million per
annum of structural cost savings by FY29, bringing total savings to
c.£80 million per annum. This will be delivered through the
completion of our global Finance and Technology transformation
programmes, delivering efficiencies in other global support
functions, and driving operational efficiencies through our sales
organisation. These savings will be partially reinvested in our
Technology programmes to deliver further data and AI capabilities.
Governance Financial Statements Additional InformationStrategic Report
8 Hays plc Annual Report & Accounts 2025

Q: How did Hays perform in FY25?
Whilst we are disappointed with the Group’s overall financial
performance in FY25 we were pleased with our agility and speed
of execution. Net fees decreased by 11% and operational profit
reduced to £45.6 million. However, our strategy was validated in
several ways during the year, including a sector-leading 5%
increase in consultant net fee productivity, 8% net fee growth in
Enterprise Solutions, and greater resilience in our Temporary &
Contracting activities. In addition, we made good progress
securing structural cost savings (read more on page 11).
The swift pace at which the UK&I moved from operating loss in
the first half of the year to modest profit in the second highlights
our ability to respond quickly and with agility when executing our
strategy. Following these promising initial steps, we intend to
scale the UK&I business lines with the most attractive levels of
productivity and profitability, particularly in Temporary &
Contracting, more effectively in the future.
Q: You launched Hays’ new strategy in February
2024. Is it fully developed and embedded?
Following in-depth analysis of our business mix and growth
opportunities, each division has developed a medium-term
pathway to apply our Five Levers. These levers enhance Hays’
focus on our core capabilities and prioritise areas where there is
greater potential for growth. Our goal is not just to return to our
previous peak operating profit of c.£250 million, but to surpass it.
I’m confident that under normal market conditions all business
lines will be able to deliver a conversion rate of at least 25%
(pre-central costs). We have set clear expectations for each
country to contribute a minimum level of absolute operating profit.
To reinforce this behaviour, we apply a forensic analysis of our
business lines to focus on those with most attractive productivity
and conversion rates. We have consistently reallocated
consultants into these business lines during FY25, which
contributed to our sector-leading net fee productivity increase
and it’s a clear sign that the strategy is working.
Q: How have you promoted and incentivised
culturalchange?
During the year, we further developed a new Executive
Leadership Team (ELT) combining deep Hays experience and
In conversation with
Dirk Hahn
institutional knowledge with fresh external perspectives. Our
Chief People Officer, Deborah Dorman, introduced a new global
way of working read more on pages 36 - 38, and enhanced our
internal communications, to more effectively engage colleagues
and ensure they have the necessary tools as we progress on our
transformational journey. We have instigated a cultural shift in
our mindset to focus as much on delivering profit growth as net
fees, and to operate on a business line basis with particular focus
on consultant net fee productivity.
Operating profit contributions from the UK&I and France
disappointed during the year and we took decisive action to
reposition these businesses under new leadership and with
greater alignment to our Five Lever strategy. I expect improved
performance in FY26 from both businesses.
The culture we have fostered, centred around a clear ambition to
build a more profitable, resilient and growing business, will
continue to be the key driver of our success over the long term.
We recognise the importance of progressing at an appropriate
pace – striking a balance between preserving the proven attributes
that underpin our success and radically breaking the box.
Q: What are the Group’s priorities for cash and why
did you cut the dividend?
Faced with a second consecutive year where our core dividend
cover would be below our 2-3x target range, together with an
uncertain trading outlook, the Board has proposed a reduction in
the final dividend payment that more appropriately aligns to the
Group’s current level of profitability and affordability. Our business
model remains highly cash-generative and the Board’s views on
priorities for use of cash flow are clear. Going forward, we will apply
the following principles in our capital allocation framework. Firstly,
to fund the Group’s investment and development requirements.
Secondly, to 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, to
return surplus cash to shareholders through an appropriate
combination of special dividends and share buybacks. We have,
however, removed our £100 million cash buffer to provide greater
flexibility through the cycle as our cash position rebuilds over the
longer term.
Q: What are your key priorities for FY26 andbeyond?
We will strive for continuous improvement over the next few
years and remain mindful that People & Culture are key to driving
change and achieving our medium-term aspirations. We will
continue to proactively manage our country portfolio, particularly
in Emerging countries.
When economic recovery eventually comes we must adhere to
our Golden Rule and maintain a disciplined approach to
headcount investment, retain structural cost savings, and
support our Focus countries to deliver rapid growth in net fees
and profitability so we progressively reduce our dependence on
a few Key countries.
In FY26, we have ambitious plans to invest in our technology and
people, leverage our recently refreshed brand and values, and
improve our service offering to customers.
9Hays plc Annual Report & Accounts 2025

CFO’s review
Given challenging markets, we focused on
improving consultant productivity and carefully
managing costs. In FY25, our consultant
productivity grew by 5% and we delivered
c.£75m in annualised savings, c.£35m of which
are structural. Looking ahead, our ongoing
efficiency programmes are expected to deliver a
further c.£45m in structural savings by FY29.”
Operating performance
Year ended 30 June (£m) 2025 2024
Actual
growth
LFL
growth
Turnover
(1)
6,607.0 6,949.1 (5)% (4)%
Net fees
(2)
972.4 1,113.6 (13)% (11)%
Pre-exceptional operating profit
(5)
45.6 105.1 (57)% (56)%
Post-exceptional operating profit 14.9 25.1 (41)%
Profit before tax 1.5 14.7 (90)%
Pre-exceptional basic earnings per share
(5)
1.31p 4.03p (67)%
Post-exceptional basic earnings per share (0.49)p (0.31)p (58)%
Cash generated by operations
(4)
128.3 112.3 14%
Core dividend per share 1.24p 3.00p –
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.
1. Net fees of £972.4 million (FY24: £1,113.6 million) are reconciled to statutory turnover of £6,607.0 million (FY24: £6,949.1 million) in note 4 to the Consolidated Financial Statements.
2. Net fees comprise turnover less remuneration of temporary workers and other recruitment agencies. Like-for-like (LFL) net fees and profits represent organic growth of continuing
operations at constant currency.
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 2025 of £30.7 million, £17.7 million relates to restructuring charges across the Group and £13.0 million in relation to the Technology
transformation and Finance transformation programmes; the prior year charge of £80.0 million consists of goodwill and intangible impairment of £37.8 million and a restructuring charge of
£42.2 million. There were no exceptional charges in FY21, 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. FY20 net cash excludes £118.3 million of deferred tax payments.
8. Operating cash conversion represents the conversion of pre-exceptional operating profit
(5)
to cash generated from operations
(4)
.
Group net fees
(2)
£972.4m
FY24: £1,113.6m
Group operating profit
(5)
£45.6m
FY24: £105.1m
Earnings per share
(5)
1.31p
FY24: 4.03p
Year-end net cash
£37.0m
FY24: £56.8m
Cash from operations
(4)
£128.3m
FY24: £112.3m
Dividend per share
1.24p
FY24: 3.00p
Cash conversion
(8)
281%
FY24: 107%
Governance Financial Statements Additional InformationStrategic Report
10 Hays plc Annual Report & Accounts 2025

Pre-exceptional
operating profit
(5)
(£m)
Pre-exceptional
conversion rate
(3)
(%)
Fees and turnover
Turnover for the year ended 30 June 2025 decreased by 4%
(5%on a reported basis). Net fees for the year ended 30 June
2025 decreased by 11% on a like-for-like basis, and by 13% on a
reported basis, to £972.4 million. This represented a like-for-like
fee decline of £118.1 million versus the prior year. The higher net
fee decline compared to turnover was due to the relatively
resilient performance in Temporary & Contracting versus
Permanent recruitment and a strong performance in our
Enterprise Solutions business.
Temporary & Contracting net fees (62% of Group) decreased by
7%. Volumes declined by 6% YoY, with a further 2% or c.£14 million
net fee impact from lower average hours worked per contractor in
Germany. There was a 1% increase from improved specialism and
geographical mix, despite a 20bps YoY decrease in our underlying
Temp margin
(6)
to 15.3%.
Permanent net fees (38% of Group) decreased by 17%.
Permanent volumes were down by 20% with weak client and
candidate confidence driving below-normal conversion of
activity to placement. As with prior years, this was partially offset
by our average Permanent fee which grew by 3%. Net fees in the
Private sector (84% of Group), decreased by 9% but the Public
sector was more challenging, down 18%.
Operating profit and conversion rate
FY25 pre-exceptional
(5)
Group operating profit of £45.6 million
represented a like-for-like decrease of 56% (down 57% reported)
with a higher drop-through of lower net fees to profitability in the
final quarter from broad-based weakness in Permanent markets
globally. The Group conversion rate
(3)
decreased by 470 bps
year-on-year to 4.7%.
Like-for-like operating costs decreased by 6% YoY or £61.0 million
(£81.8 million on reported basis, down 8%). This was driven by a
14% lower average Group headcount, lower commissions and
bonuses, and our structural cost saving initiatives partially offset by
our own salary increases and underlying cost inflation. Our periodic
cost base was reduced from c.£81 million in Q4 24 to c.£75 million
in Q4 25, on a constant currency basis.
Foreign exchange
Exchange rate movements decreased net fees and operating
profit by £23.1 million and £2.4 million, respectively. This resulted
from the strengthening 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 restructuring
charge of £30.7 million (FY24: £80.0 million), as we undertook the
restructure of several country business and back-office operations.
In Germany, the United Kingdom & Ireland and in France we
restructured our back-office functions, closed several business
lines, and delayered management levels. We also closed 16 offices
in the United Kingdom & Ireland and four offices in France. We
restructured the operations of the Statement of Works business in
Germany and closed the Statement of Works business in the
United Kingdom & Ireland. In the Americas we closed our
operations in Chile and Colombia and our offices in Rio de Janeiro
and Campinas, to focus on two high potential markets by creating
flagship offices in Sao Paulo and Mexico City. We also restructured
our Czech business, to only service Enterprise clients in Temporary
& Contracting roles, with no Permanent or SME activities
continuing, resulting in the closure of one office and all back-office
functions. These restructuring exercises led to the redundancy of a
number of employees, including senior management and
back-office positions, together with other closure costs, at a
combined cost of £17.7 million.
The Group also incurred a £13.0 million exceptional charge in
relation to the multi-year Technology transformation and Finance
transformation programmes, comprising both staff costs and
third-party costs. This comprised the outsourcing of our
Technology helpdesk, application development and support,
infrastructure and maintenance activities to our technology
partner Cognizant. In addition, we completed our Americas
Finance transformation programme and made substantial
progress with our regional Germany and EMEA Finance
transformation programmes. Despite being multi-year, the
transformation projects are considered to one-off in nature
because the changes being implemented are of a much greater
scale and breadth than at any point over the last 20 years,
fundamentally changing how our support functions operate
across the Group, strategically reshaping the business in line with
our Five Levers, and making a significant contribution towards
our long-term structural cost saving ambition.
The cash impact of the exceptional charge in the year was
£17.5 million, with an additional £12.4 million of cash payments in
respect of the prior year exceptional charge.
During the prior year, the Group incurred an exceptional charge
of £80.0 million. Of this, £42.2 million related to a restructuring
charge and the remaining £37.8 million was non-cash, related to
the partial impairment of goodwill in the US business and the
impairment of intangible assets.
Net finance charge
The net finance charge for FY25 was £13.4 million
(FY24: £10.4 million). The increase YoY was primarily due to a
£3.3 million increase in net bank interest payable (including
amortisation of arrangement fees) to £7.3 million
(FY24: £4.0 million) due to higher average drawings on the
Group’s revolving credit facility. The £1.5 million charge on
defined benefit pension scheme obligations (FY24: £1.3 million) is
non-cash. The non-cash interest charge on lease liabilities under
IFRS 16 was £4.6 million (FY24: £5.0 million) and The Pension
Protection Fund levy was £nil (FY24: £0.1 million).
We expect the net finance charge for FY26 to be c.£12 million,
slightly below FY25 due to the impact of the defined benefit
pension buy-in and lower utilisation of our revolving credit facility
driven by improving working capital.
250
FY19
Conversion rate
FY25FY24FY23FY22FY21FY20
200
150
100
50
0
25
20
15
10
5
0
248.8
135.0
95.1
210.1
197.0
105.1
45.6
11Hays plc Annual Report & Accounts 2025

Taxation
The tax charge for the year ended 30 June 2025 of £11.3 million
(FY24: £30.7 million) represented a pre-exceptional effective tax
rate (“ETR”) of 35.1% (FY24: 32.4%). The higher ETR was driven by
the geographic mix of profit together with the impact of tax
losses in some country operations in H2 and the associated
impact on deferred tax asset recognition. On a post exceptional
basis, the effective tax rate was 620%, in which a £4.1 million tax
credit in respect of exceptional items was partially offset by a
£2.1 million tax charge arising from the derecognition of a
deferred tax asset, following the pension buy-in.
We expect the Group’s ETR in FY26 to be c.38%, consistent with
H2 FY25, assuming no material change in geographic mix of
profits, and to reduce as profits rebuild over time.
Earnings per share
The Group’s pre-exceptional basic earnings per share (EPS) of
1.31p was 67% lower than the prior year. The reduction was
primarily driven by 56% lower pre-exceptional operating profit
together with the higher net finance charge and ETR noted
above. On a post-exceptional basis, EPS of (0.49)p was down
58% YoY.
Strong balance sheet and cash generation
Our net cash position at 30 June 2025 was £37.0 million. We had
a strong cash performance across the Group and converted
281% of operating profit
(2)
into operating cash flow, up YoY
(FY24: 107%) due to a working capital inflow of £58.1 million in
FY25 (FY24: £16.5 million outflow) as Temporary & Contracting
fees and placements reduced and cash collection remained
strong. Debtor days increased slightly to 37 days (FY24: 36 days),
largely due to growth in our Enterprise Solutions business which
has longer payment terms than the Group average. Debtor days
remain below pre-pandemic levels and our aged debt profile
remains strong. Group bad debt write-offs remain in line with
FY24 and are at historically low levels. Our strong cash
performance drove FY25 cash from operations of £128.3 million,
up 14% YoY.
Cash tax paid in the year was £12.9 million (FY24: £26.4 million).
Net capital expenditure was £22.7 million (FY24: £23.4 million),
with continued investments in infrastructure and cyber security.
We expect capital expenditure will be higher at c.£35 million in
FY26 driven by our Hays Data and AI programme together with
ongoing technology infrastructure investment.
Company pension contributions were £23.1 million
(FY24: £18.2 million) which comprised £8.4 million in respect of
pension deficit contributions, an additional one-off £12.6 million
related to the full pension buy-in completed in December 2024,
and a further £2.1 million of expenses and true-up costs. There
were no further deficit contributions following the scheme’s full
buy-in in December 2024, which provides a material cash flow
benefit from FY26.
Net interest paid was £7.3 million (FY24: £4.0 million). The cash
impact of the exceptional restructuring charge in FY25 was
£29.9 million.
During the year we paid a £32.6 million final core dividend for
FY24 and a £15.2 million FY25 interim dividend.
Retirement benefits
On 9 December 2024, Hays Pension Trustee Limited in
agreement with Hays plc entered into a £370 million bulk
purchase annuity policy (buy-in) contract with Pension Insurance
Corporation plc (“PIC”). Building on the purchase of a bulk annuity
policy with Canada Life for a premium of £270.6 million on
6 August 2018, the new PIC policy fully insures the Scheme’s
remaining benefit obligations. The impact of this transaction is
reflected in the IAS 19 valuation as at 30 June 2025.
Earnings per share
(5)
(p)
Operating profit
(5)
to free cash flow
(£m)
CFO’s review continued
15
FY19
Pence per share
FY25FY24FY23FY22FY21FY20
10
5
0
11.92
5.28
3.67
9.22
8.59
4.03
1.31
200
Operating
profit
Free
cash flow
Exceptional
Items
Net interest
paid
Tax paid
Lease
payments
Working
capital
Non-cash
(including
IFRS 16)
Cash from operations
(4)
£128.3m (FY24: £112.3m)
150
100
50
0
45.6
(5)
72.1
58.1
(47.5)
(12.9)
(7.3)
(29.9)
78.2
Governance Financial Statements Additional InformationStrategic Report
12 Hays plc Annual Report & Accounts 2025

Closing net cash
(7)
(£m)
The Group’s pension position under IAS 19 at 30 June 2025 has
resulted in a surplus of £nil (30 June 2024: surplus of
£19.4 million, 31 December 2024: surplus of £nil). The reduction in
the surplus since 30 June 2024 is due to the impact of the full
pension buy-in, as noted above. The transfer to provisions of
£4.9 million comprises the unfunded pension scheme
(£5.2 million), which was not part of the buy-in due to the
members' benefits being outside of the Registered Pension
Regime, and the net impact of anticipated post buy-in
adjustments on the scheme (£0.3 million positive).
Final dividend and free cash flow priorities
Faced with a second consecutive year where our core dividend
cover would be below our 2-3x target range, together with an
uncertain trading outlook, the Board has proposed a reduction in
the final dividend payment that more appropriately aligns to the
Group’s current level of profitability and affordability.
The final dividend proposed of 0.29 pence per share is calculated
on 3x FY25 pre-exceptional earnings cover, and applying our
historic one-third/two-thirds interim/final split. This brings the full
year dividend to 1.24 pence per share.
Our business model remains highly cash generative and the
Board’s views on priorities for use of cash flow are clear. Going
forward, the Board will apply the following principles in its capital
allocation framework. Firstly, to fund the Group’s investment and
development requirements. Secondly, to 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, to return surplus cash to
shareholders through an appropriate combination of special
dividends and share buybacks. We have, however, removed our
£100 million cash buffer to provide greater flexibility through the
cycle as our cash position rebuilds over the longer term.
Treasury management
The Group successfully completed a new revolving credit facility
in October 2024 at the increased value of £240 million from
£210 million. The new facility will expire in October 2029 with
options to extend by a further two years by agreement. The
financial covenants within the facility remain unchanged and
require the interest cover ratio (EBITDA to interest) to be at least
4:1 and leverage ratio (net debt to EBITDA) to be no greater than
2.5:1. The interest rate of the facility is based on a ratchet
mechanism with a margin payable over risk-free rate plus credit
adjustment spread of between 0.7% to 1.5%.
As at 30 June 2025, £145 million of the committed facility was
undrawn (30 June 2024: £145 million of the committed facility
was undrawn).
The Group’s UK-based Treasury function manages the Group’s
currency and interest rate risks in accordance with policies and
procedures set by the Board and is responsible for day-to-day
cash management; the arrangement of external borrowing
facilities; and the investment of surplus funds. The Treasury
function does not operate as a profit centre or use derivative
financial instruments for speculative purposes.
James Hilton
Chief Financial Officer
20 August 2025
500
FY19 FY25FY24FY23FY22FY21FY20
400
300
200
100
0
129.7
366.2
410.6
296.2
135.6
56.8
37.0
13Hays plc Annual Report & Accounts 2025

The global recruitment market
Market review
Hays is a leading global professional
recruitment agency specialising in
Temporary, Contracting and Permanent
recruitment including to large clients
under more complex and structured
agreements, such as Managed Service
Provision (MSP) and Recruitment
Process Outsourcing (RPO).
According to data from Staffing Industry Analysts, on
a net fee income basis, the global market size was
$220 billion in the 12 months to December 2024.
These figures do not include candidates recruited
directly by in-house human resources departments
which may present a future source of growth in the
long term.
The global recruitment market is expected to grow
by 8% annually over the next five years to $320 billion
and at a mid-teen rate with complex global
enterprises through MSP and RPO agreements. Hays
currently has a mere 0.5% market share of the global
market and a strong competitive position with large
clients though our Enterprise Solutions offering.
Global recruitment markets
generated $220 billion net
fees in 2024
Professional recruitment accounts for
c.60% of global recruitment net fees
21
countries account for
95%
of the global professional
recruitment market
Governance Financial Statements Additional InformationStrategic Report
14 Hays plc Annual Report & Accounts 2025

Global net fees by contract form ($bn)
Temporary &
Contracting
Permanent
RPO
MSP
106
99
8
7
Professional recruitment is
the largest element of the
global recruitment market
£35–200k
Salary range for the majority of candidates we place
Executive search
> £200k (c.5% of Global
recruitment net fees)
Professional
recruitment
£35–200k (c.60% of Global
recruitment net fees)
Generalists
<£35k (c.35% of Global
recruitment net fees)
Hays specialises in the most skill-short white-collar employment
areas including Technology, Accountancy & Finance,
Engineering, Life Sciences and Construction & Property. The vast
majority of the candidates we place earn between £35,000 and
£200,000 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.
The top 21 countries account for 95% of the global professional
recruitment market. Hays has a physical presence in 20 of the
top 21 of which three are Key countries, eight are Focus countries,
and nine are Emerging countries.
Temporary Recruitment: Employees hired on a non-Permanent
basis to meet short-term needs or demands
Contracting: Support of a specific project for a predetermined
period, which can be extended if required
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
Managed Service Provider: The transfer of all or part of the
management of a client’s Temporary and Contracting staffing
hiring activities on an ongoing basis to a recruitment agency
Recruitment Process Outsourcing: The transfer of all or part of a
client’s Permanent recruitment processes on an ongoing basis to
a recruitment agency
15Hays plc Annual Report & Accounts 2025

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.
0
(20)
(40)
(60)
(80)
20
40
60
80
Temporary & Contracting Permanent
FY25
FY24
FY23
FY22
FY21
FY20
FY19
FY18
FY17
FY16
FY15
FY14
FY13
FY12
FY11
FY10
FY09
FY08
Hays YoY net fees growth (%)
Focusing on more resilient parts of the recruitment market
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 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.
Market review continued
Hays provides our clients with access to a broader and more diverse pool of candidates. While job advertisements
attract professionals who are actively seeking new opportunities, the ideal candidate may not be actively looking.
We provide access to deep pools of talent liquidity
They could be working for a competitor, in an adjacent industry,
or situated in a different part of the country and as a result they
won’t apply for the role because they simply aren’t looking. Hays
provides access to these passive candidates and can advocate
on behalf of businesses with a limited employer brand, such as
small start-ups, helping them to attract candidates who would
otherwise overlook the opportunity.
At Hays, we can place candidates more effectively, faster and
more efficiently than in-house HR teams. This is driven by our
early-stage and long-term engagement with candidates and
clients, the application of data science techniques to proprietary
databases built up over time, and streamlined workflows that
overall enhance the recruitment process.
Our ‘data funnel’ automatically processes tens of millions of data
points daily, turning them into meaningful signals and actionable
insights for our clients, candidates and consultants, at scale and
in depth. Our Talent Networks are the community ecosystems
we have built on top of this vast data lake. They optimise our
digital candidate sourcing strategies, largely operating in
real-time, and considerably accelerate identification of the best
candidates with the most appropriate skills.
Our clients benefit from faster ‘time to fill’ for vacancies, at a
variable cost, with the reassurance that Hays has fully complied
with all appropriate labour market regulations in each jurisdiction.
Our engagement strategy has developed over many years and underpins our Talent Networks
Engagement Activity
Maximise early-stage and long-term
engagement with candidates & clients
Focus on automation & programmatic
advertising to maximise scale and
optimise consultant workload
Hiring Workflow
Deliver outstanding customer
experience and hiring outcomes
Focus on enhancing the productivity
& performance of our consultants
Data & Insight Platform
Deep, unified and proprietary data
assets, built up from engagement
data over time
Data science techniques including
machine learning to power insights
Placing candidates better, faster and more efficiently than in-house HR teams or competitors
Approachability Personal Insights
Personalisation Leads & Shortlists
Governance Financial Statements Additional InformationStrategic Report
16 Hays plc Annual Report & Accounts 2025

Growth in flexible, high-skill, non-Permanent careers
Skilled workers are increasingly seeking interesting, and often highly paid, non-Permanent roles as they build
‘portfolio’ freelance careers. This trend is also strongly supported by remote and hybrid working.
We believe higher skill, higher salary Temporary and Contracting represent long-term growth markets,
particularly in STEM careers. We use our expert consultants, global network, data and technology to build deep
and broad Talent Networks.
Jobs are changing and skills are short
Digitalisation and Artificial Intelligence are changing almost every industry. Many employers are struggling to
find the talent they need, particularly in higher skill, higher salary areas. Our strategy is focused on building the
strongest relationships with candidates in the most skill-short markets, such as Technology, Engineering, Life
Sciences or the Green Economy.
Demographic changes and increased employeedemands
Rising costs of living globally create greater incentive for skilled employees to change job and increase their
earnings. Also, we live in an era of unprecedented access to training, upskilling and development, meaning that
the routes for candidates’ career progression are more open than ever. Attitudes towards remote and hybrid
careers have materially changed, which can act as a further driver of job churn particularly once economic
confidence grows.
Societal demands are changing
For all employers, there is an increasing awareness of the importance of business sustainability, which can be
enhanced by addressing ESG in operations and culture. Many employees want to work for a purpose-led
organisation which matches their own values, and new job categories are being created or expanded.
Our ability to create equitable and diverse Talent Networks will increasingly be a key competitive advantage, as
is our ability to help clients with related talent services such as DE&I consultancy and workforce planning.
Organisations increasingly need expert help to find the talent they need
To help secure talent, organisations increasingly need partners such as Hays, who can bring a far broader and
deeper pool of talent to them, from a far wider geographic area, much faster.
This applies to larger outsourcing deals with Enterprise clients and transactional ‘spot’ recruitment for SMEs.
Importantly, allclient groups have increased demands for related workforcesolutions.
Our strategy is designed to capitalise on powerful workplace megatrends
Societal
demands
Demographic
challenges
Employee
demands
Skill
shortages
Organisation
challenges
Growing complexity in
managing workforces
Greater digitalisation
Adoption &
integrationof AI
Hiring & retention
oftalent
Changing stakeholder
needs
Many sectors facing
significant
transformation
STEM sectors
particularly impacted
by skill shortages
Driving wage inflation
Desire/need for
upskilling
Partially solved by
greater use of flexible,
high-skilled contractors
Higher salaries
Desire for flexible/
remote working
Increasing desire to
work for a purpose-led
organisation
Continual upskilling
Smaller working
populations
Broader demographics
and lifestyle choices
Greater propensity for
Contracting and
Freelance
Responsible business
practice
Importance of
sustainability and
response to climate
change
DE&I
Social purpose
Social mobility
Regulation
17Hays plc Annual Report & Accounts 2025

Our business model
At the heart of Hays, we create economic and social
value by placing skilled workers in roles that meet and
solve our clients’ talent needs. We help clients to
maximise their employer brand, allowing them to
attract and engage with the best talent.
We aim to curate the broadest and deepest Talent
Networks, powered by expert consultants and leading
technology, giving real-time access to candidates at
the local level. We provide detailed compliance,
background and on-boarding services, and total
talentmanagement.
How we generate fees
We have core expertise across Temporary, Contracting and Permanent recruitment contract forms. In FY25, 62% of our net fees were
generated from Temporary & Contracting assignments and 38% from Permanent placements.
Our net fees are driven by two broad variables:
1. 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.
Our competitive advantages
1. Superior job matching capability through scale. We are market leaders in Germany, Australia, the UK & Ireland, and many other
countries. Our broad network of client and candidate relationships provides superior insight and job matching capability in higher
skilled labour markets. We have strong and growing positions in many other markets where the outsourced use of recruitment
agencies is relatively immature and considerable opportunity exists to take share from in-house HR teams.
2. Global capabilities with local delivery. We provide global reach across 31 countries combined with local knowledge and insights at a
client and candidate level and the highest level of compliance with local labour market and tax regulations. We can drive significant
synergies across our global network which supported strong net fee growth with large Enterprise clients in FY25.
3. Brand and longevity. Hays Recruitment was founded in 1968 and we seek to operate with one brand globally. We are recognised as
professional recruitment experts by clients and candidates with more than 8.5 million followers on LinkedIn.
4. Technology and data. Hays’ consultants have more than 20,000 daily interactions with clients and candidates which provides
unrivalled insight into local labour markets. We aim to be the tech-enabled leader in our industry (as detailed on pages 40-41).
5. Investment in people. We recruit and retain the best talent in the industry by offering a high energy culture, an inclusive
environment, exciting careers, world-class training and development, and opportunities to contribute to the communities in which
we operate. Most new recruits join us from university on our graduate scheme, or from a vocational career. We train them in the art
of recruitment and a typical first year joiner will spend on average 46 days in training, helping them to climb the productivity curve
while simultaneously embedding the Hays culture. We also use forensic analysis to actively reallocate experienced consultants from
roles with low net fee productivity to business lines where they can generate higher productivity and personal performance.
6. Lifelong partnerships. Millions of relationships are formed and nurtured by our consultants and, by becoming trusted advisers to
talented people, helping to navigate their careers and fulfil their potential, we unlock significant opportunities. Clients can count on
our high quality of service and market insights to provide unrivalled access to top talent and help them scale and flex their evolving
workforces. We add additional stakeholder value through our commitment to being sustainable and operating responsibly.
Client bill rate
Candidate pay rate
Hours worked
Leavers
New starters
Placement volumePlacement value
Net fees
Temporary & Contracting
Number of new starters
Placement margin
Candidate salary
Placement volumePlacement value
Net fees
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:
1. Monthly net fees per consultant (also referred to as
consultant net fee productivity)
2. Conversion rate, which we define as pre-exceptional
operating profit divided by net fees
3. Forward indicators including new job interviews in Permanent
recruitment and starter volumes in Temporary & Contracting
Governance Financial Statements Additional InformationStrategic Report
18 Hays plc Annual Report & Accounts 2025

Our key resources and relationships
We are not static - we target areas of the labour market with the
most attractive long-term prospects”
Market-leading experts in
each geography, sector,
technology and service
Market-leading positions in
some of the most attractive
recruitment markets
Insightful digital data
providing valuable
marketinformation
Inclusive, equitable &
diverseculture is a key
strategy enabler
Powerful global brand and
our reputation as trusted
partner and adviser
Diversified client base by
region, client size and sectors
Strong L&D platform
building candidate skills
andengagement
What sets us apart
Global capabilities,
locally delivered
Global reach across
31 countries combined
with local knowledge and
insights at a client and
candidate level.
Integration driving
synergies
A single culture, brand
andtechnology platform
drivessignificant
networksynergies.
Lifelong partnerships
We can unlock significant
new business opportunities
by being trusted advisers to
talented people, helping
them fulfil their potential.
Commitment to
sustainability &
socialimpact
We add stakeholder value as
a business committed to
being sustainable and
operating responsibly.
Expert
people
Market
sweet spots
Tech,
data & AI
World of work megatrends
Competing for market share
Client & candidate confidence
Economic growth
G
l
o
b
a
l
n
e
t
w
o
r
k
O
p
e
r
a
t
i
o
n
a
l
r
i
g
o
u
r
I
n
c
l
u
s
i
v
e
,
e
q
u
i
t
a
b
l
e
a
n
d
d
i
v
e
r
s
e
c
u
l
t
u
r
e
How we operate
Finding our clients great talent
and helping candidates fulfil their
potential sits at the heart of
our business.
Our expert consultants build
and nurture millions of
relationships every year.
19Hays plc Annual Report & Accounts 2025

Our strategy
Building the global leader
in recruitment and workforce solutions,
recognised for powering progress through people,
and market-leading technology
Creating value for stakeholders
Our customers Our people For society Our shareholders
Our sustainability framework
Environmental stakeholder
partnerships
Social stakeholder
partnerships
Governance stakeholder
partnerships
Delivered by
The best place for the
best people
Five Levers strategy Innovate, digitalise
and enable
Measures of success
Customer satisfaction Engagement Operating profit Number of people placed
Golden Rule: Profit growth > Fee growth > Headcount growth
Our strategic blueprint:
Building the global leader in
recruitment and workforce solutions
Our strategy
We are building a structurally more profitable,
resilient and growing business, built around the
best people enabled by highly efficient
technology, with sustainability embedded at
the core of our strategy.
Governance Financial Statements Additional InformationStrategic Report
20 Hays plc Annual Report & Accounts 2025

Creating value for stakeholders
We seek to benefit society by investing in lifelong partnerships that empower people and organisations
to succeed. Our business has scale, breadth and diversity of exposure, and is highly cash generative.
– Our customers. Being the trusted, expert partner to our clients and candidates. Finding the right
person for the right opportunity
– Our people. Being the employer of choice where people love to work and grow rewarding careers
– For society. Sharing our expertise to make a positive impact on society
– Our shareholders. Delivering long-term growth and returns through the cycle
Read more
on page 45
Our sustainability framework
We recognise our responsibility and the opportunity to positively contribute as a global organisation
and through our role in the world of work. In helping organisations find the talent they need,
byplacingcandidates and workers, our activities positively contribute to the economy, employment,
skillsand livelihoods.
Read more
on page 57
How we deliver our strategy
We believe that the best people, focused on the most attractive parts of the market, and enabled by
highly efficient technology, will deliver outstanding services for clients and candidates.
The best place for the best people
Our aim is to create a workplace where people can learn and grow, be their authentic selves,
feeltheirwork is meaningful, have a voice and want to work. We provide the best tools and
recogniseperformance through fair and transparent reward.
We aim to build a highly focused core business through our Five Levers strategy
By prioritising the sweet spots of the recruitment market, our strategic levers will drive long-term
growth, increase profitability and enhance resilience. Our Five Levers are: growing our leading positions
inthe most in-demand future job categories; increasing our focus on higher skilled, higher paid roles;
greater focus on resilient and growing industries and markets; building stronger relationships with our
clients and candidates; and driving an increased proportion of non-Permanent fees across the business.
Innovate, digitalise and enable
Our aim is to become a tech-enabled leader in the industry, power our people and core business, and
drive a superior client and candidate experience. We leverage our global data to provide insight and
value, and will further develop innovative AI-driven systems.
Read more
on page 22
How we measure and monitor our progress
We use a combination of four strategic, five financial, and two non-financial alternative performance
measures to measure and monitor our performance, in line with our strategic priorities.
Read more
on page 42
21Hays plc Annual Report & Accounts 2025

Building a highly-focused
core business
Our strategy continued
We are market leaders in some of the most attractive,
long-term growth recruitment markets globally and our
focused strategy is designed to better position Hays to benefit
from recovery and capitalise on our many long-term growth
opportunities. We intend to build a structurally more profitable,
resilient and growing business underpinned by our culture
and digital innovation.
Our Five Levers are aligned to exploit the long-term opportunities in our markets
Underpinned by our Golden Rule: Profit growth > Net fee growth > Headcount growth
1
– Future job category growth inc. STEM
– Given existing skill shortages, there is potential for
higher margins over time
Grow our leading positions in the most
in-demand future job categories
2
– The most skill-short areas need long-term
talentpartners
– Increase our ability to grow fees via higher salaries
Increase our focus on higher skilled,
higher paid roles
3
– Focusing on long-term growth industries will
reducereliance on the economic cycle
– By prioritising the sweet spots, we will drive
long-term growth, increase profitability and
enhanceresilience
Greater focus on resilient and
growing industries and markets
4
– Increase market share and repeatability of fees by
becoming long-term partners
– The best people, enabled by highly efficient
technology, support functions and back offices,
willdeliver outstanding services for clients
andcandidates
Build stronger relationships with
our clients and candidates
5
– As market leaders in Temporary & Contracting,
weare ideally placed to capitalise on the megatrend
towards increased flexible working
– Temporary & Contracting is highly complementary
to many of our future job categories and targeted
resilient industries
Drive an increased proportion of
Temporary & Contracting fees across
our businesses
Link to strategy
Governance Financial Statements Additional InformationStrategic Report
22 Hays plc Annual Report & Accounts 2025

For strategic levers 1, 2 and 3 we are continuing to make better
use of data to track growth in job categories and evaluate each
business line’s performance and investment plans against local
market opportunities. We are closely tracking our progress in
areas like STEM recruitment, and the development of our pricing
and average candidate salary.
For lever 4, we will assess the delivery models and drive
productivity in our delivery teams. In Enterprise, we are gaining a
better understanding of clients’ needs and structure, andhave
increased our network effect within them to win marketshare.
Temporary & Contracting is highly complementary to many of
our future job categories and targeted resilient industries. For
lever 5, we will closely manage our resources in-country, and
better automate our end-to-end Temporary workflow, reducing
compliance and administrative time, and cost.
Golden Rule
We intend to maintain operational rigour, retain structural cost
savings, and deliver a healthy drop-through of net fee growth to
operating profit during an upturn, consistent with our Golden Rule.
Operating
profit growth
Headcount
growth
Net fee
growth
Our ‘Golden Rule’ for all countries and each
businessline
Overall, we have implemented a ‘Golden Rule’ for all countries to
execute our strategy. Operating profit growth must be greater than
fee growth, which in turn must be greater than headcount growth
through the cycle.
Profitable growth sits at the heart of our strategy. Each business line
must have a credible plan to at least deliver our medium-term
conversion rate target of 25% (before central costs).
Our strategy is not ‘one-size-fits-all’ and
we will tailor each region and country to
its market and customer needs.”
23Hays plc Annual Report & Accounts 2025

Building a structurally more
profitable Hays
Business line prioritisation, optimised resource
allocation, and scaling our eight Focus countries
will establish a broader base and enable the
Group to achieve its long-term objective of
returning to, and then exceeding, our previous
peak operating profit of £250 million.
We expect all business lines to be able to deliver a
conversion rate of at least 25% (pre-central costs) in
normal market conditions, with an overall Group
conversion rate of 22-25%.
In our view, delivering our strategy will eventually result in a
structurally more profitable, resilient and growing business.
– Two of our Five Levers, a greater focus on higher
skilled/higher paid roles and the most in-demand
future job categories, have positive implications for
consultant net fee productivity. In addition, we have
reallocated consultants from low to high potential
productivity areas and, under our Golden Rule, we will
maintain a disciplined approach to headcount
investment. These factors would increase net fees with
a potentially high drop-through to operating profit.
– Operational and back-office restructuring
undertaken across the business has better aligned us
to market opportunities, improved efficiencies and
secured c.£65 million structural cost savings to date.
– It is taking longer on average to secure a placement,
although in terms of input activity, our teams are as
busy as ever. This creates a material drag on the
average number of placements per consultant, and our
profitability. We don’t control the economic cycle but
eventually client and candidate confidence will improve
and activity will recover. When it does, we will benefit
materially and will be firmly focused on delivering a high
drop-through of net fee growth to profits.
Our strategy continued
Key, Focus and
Emergingcountries
Recognising that each Hays country faces a different
starting point, opportunities and challenges, we have
defined three categories based on current market
position, expertise, management capability and the
strength and depth of our strategic levers.
Key countries
Germany, Australia and the UK are our key countries, where we
have the management expertise, scale, structure and track
record to both increase our conversion rates and materially grow
each business.
Focus countries
Austria, France, Italy, Japan, Poland, Spain, Switzerland and
theUSA are future key drivers of long-term growth and will
deliver greater profit diversity. Each has the potential to
contribute £10-20 million operating profit before central
costs in the long-term.
Emerging countries
These represent the 20 remaining countries in our global
network. Each has the potential to be an attractive growth market
and is also important from a network perspective to service our
large Enterprise clients.
Governance Financial Statements Additional InformationStrategic Report
24 Hays plc Annual Report & Accounts 2025

From the Great Resignation to the Great Hesitation
The ‘Great Resignation’ spanned mid-2021 to mid-2022 and was
characterised by elevated quit rates, labour market churn, and
wage inflation which supported rapid growth in net fees and
operating profit across the recruitment industry.
Since then, there has been a prolonged period of subdued
activity driven by several factors:
1. Some corporates are still cautious following the challenges
they experienced when recruiting talent during the Great
Resignation, leading to them retaining talent for longer and in
effect hoarding labour. In contrast to the 2008 global financial
crisis, no liquidity squeeze has emerged which would usually
result in a more aggressive management of costs including
mass redundancies.
2. During the Great Resignation, some candidates secured
employment packages containing a substantially higher
salary, greater benefit packages, and the ability to work
remotely. However, salary inflation is now more modest and a
new employment contract may require increased office
attendance. For some candidates, financial and lifestyle
considerations have created a hesitancy to switch jobs.
3. Corporates often need a clear time horizon to confidently
invest in people and projects but several uncertainties have
arisen over the last few years including the economic impacts
of geopolitical developments and general elections in many
countries – making long-term planning more challenging.
From a Hays perspective, our new job inflow has not declined
materially compared with 2019 but time-to-hire has lengthened.
This is driven by client indecision, higher bid back rates, and a
general increase in candidate hesitancy. In time, we expect to see
an increase in professionals moving jobs as candidates once
again look for career progression whether through greater
responsibility, promotions, and career changes, or life milestones
such as purchasing a home or starting a family. Additionally,
mandated office attendance is now rising in many industries for
all employees.
All this has occurred during a period of sustained low
unemployment in many developed economies, concurrent with
an increase in the number of economically inactive and
underemployed. In some countries, governments have
announced proposals which may influence the relative economic
incentives between working and not working.
25Hays plc Annual Report & Accounts 2025

A key long-term focus for management is growing consultant net
fee productivity above inflation to support greater profitability
through the cycle. This increased by 5% year-on-year in FY25
including by 6% in H2 and, on a seasonally adjusted basis,
productivity has increased now for seven consecutive quarters.
The most potent driver of our sector-leading momentum over
this period was a more forensic analysis of our business lines to
reallocate consultants to those with most attractive productivity.
In addition, we have optimised our delivery models where
appropriate by reducing mixed Permanent/Temporary desks,
soconsultants focus solely on Temporary & Contracting or
Permanent recruitment and local management can drive our
greater strategic focus on non-Permanent, and 180 degree
consultants so they have responsibility for sourcing both
vacancies and candidates. We have also placed greater focus
ondynamic pricing, technology tools and data.
We were not satisfied with our first half performance in the
UK & Ireland and took decisive action to improve
productivity and operational efficiency. Encouragingly,
consultant net fee productivity increased by 9% YoY in H2
and, as anticipated, the division returned to profitability in
the half.
In the US, productivity increased by 38% year-on-year in
FY25 and the country has moved back to profitability
fromlosses in the prior year. After an extensive review,
ourmanagement team closed business units and offices
where we lacked critical mass and now has a highly
focused core operation. With the correct operational
rigour now in place, we intend to seize growth
opportunities and scale up, while maintaining our
disciplined approach to headcount investment and our
Golden Rule.
UK case study US case study
6,000
7,000
8,000
9,000
10,000
11,000
12,000
13,000
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 Q3 25
60
65
70
75
80
85
90
95
100
105
110
£ per period
During the year, we more rigorously managed our country
portfolio. We closed our operations in Chile, Colombia, Rio de
Janeiro, and Campinas and focused on two high potential
markets by creating flagship offices in Sao Paulo and Mexico City.
Our net fee productivity growth was industry leading in FY25
Delivering on our strategy
Optimising our consultant net fee productivity
1
We made strategic progress during the
year and controlled the controllables to
structurally improve Hays.”
Dirk Hahn
CEO
Governance Financial Statements Additional InformationStrategic Report
26 Hays plc Annual Report & Accounts 2025

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, highly-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.
Average candidate salary (£k)
4%
18%
4%
30%
14%
28%
2%
3%
16%
4%
29%
18%
28%
2%
4%
14%
4%
25%
20%
29%
4%
8%
16%
6%
19%
16%
31%
4%
8%
15%
7%
18%
17%
31%
4%
8%
15%
9%
17%
17%
29%
5%
8%
5%
16%
9%
17%
17%
28%
8%
15%
8%
16%
20%
29%
4%
7%
15%
9%
15%
20%
29%
5%
7%
14%
10%
15%
21%
28%
5%
7%
14%
9%
15%
22%
29%
4%
7%
13%
9%
15%
23%
29%
4%
6%
12%
9%
15%
25%
28%
5%
5%
12%
9%
14%
26%
28%
6%
6%
11%
9%
14%
26%
29%
5%
6%
11%
8%
14%
25%
31%
5%
5%
5%
10% 11%
11% 11%
15% 15%
25% 25%
29% 29%
5%
4%
Tech
A&F Engineering C&P Office Support Life Sciences Other
202520242023202220212020201920182017201620152014201320122011201020092008
Significant mix shift towards more resilient, structural growth specialisms over last 18 years
Note: FY08 - FY10 Engineering net fees are estimated and were originally reported within C&P
We are not static - we target areas of the
labour market with the most attractive
long-term prospects
Although six specialisms contributed 71% of Group net fees in
FY25, 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.
30 40 50 60 70 80 90 100 110 120
ANZ
Germany
UK
France
US
Permanent
Temp Contracting
27Hays plc Annual Report & Accounts 2025

Through our strategy, we are building stronger relationships with
clients. Our Enterprise Solutions business works with some of the
largest companies in the world, often in multiple countries and
specialisms. We manage contingent labour forces under MSP
arrangements, our largest area at c.75% of Enterprise net fees,
but also provide RPO, on-boarding, compliance, assessment, and
workforce planning.
Organisations across the globe are facing disruptive world of
work megatrends, including acute skills shortages, changing
demographics, growing demand for flexible working models,
regional differences in talent costs, the need for robust DE&I
strategies, and the rapid evolution of Generative AI. We help our
clients around the world to navigate these megatrends by
providing a unified, consistent experience through a single,
cohesive engagement strategy. Enterprise Solutions helps drive
the appropriate talent acquisition strategy for each client,
delivering skilled people at scale – exactly when, where,
and how required.
We aim to be the leading provider of talent solutions to these
complex global enterprises by becoming their partner-of-choice
and leveraging tailored solutions to solve intricate talent and
workforce challenges. Successfully providing a consistent global
approach to how we engage with clients, how we contract with
them, and how we deliver services, provides opportunities to
capture more share of client spend by growing geographically
and by cross selling our suite of services.
Enterprise Solutions delivered strong 8% net fee growth in FY25
supported by several drivers:
– We grew within existing clients driven by headcount
investment, higher fill rates, and geographic expansion.
– We secured new clients including first generation outsourcing
opportunities and strategic wins from competitors. Our win
rate has significantly improved over the last two years driven
by a growing reputation for excellent client service and
enhancements to our deal qualification discipline under a new
global sales process.
– Underpinned by our high service quality, we retained key
contracts including Mitie, Kier, and a three-year renewal with
AstraZeneca which will extend our relationship to 25
continuous years.
– Modest churn although loss of a MOJ contract impeded UK&I
net fee growth by 2% in Q4.
The Enterprise Evolve programme
demonstrated clear progress in FY25, resulting
in strong YoY net fee growth, and we exceeded
our global sales target supported by our
ambition to ‘bid fewer, bid better, win more’.
Two years ago, a new global sales process
introduced a more diligent approach to deal
qualification, speed, and consistency. As a
result, our bid pipeline has become more
focused and relevant, containing fewer but
larger opportunities with average deal value
doubling over the last year, and our win-rate
percentage has improved from one in five in
FY24 to one in three in FY25. In addition, the
establishment of our global contracts board
will make it easier for large deals to be
contracted faster, leading to swifter revenues.
Our C-suite engagement is rising as we become
a more strategic partner to our clients. We
enter the new year with encouraging
momentum and a substantial bid pipeline.”
Nigel Kirkham
CEO Enterprise Solutions
Enterprise net fees were up 8% in FY25
Enterprise net fees (LHS) Enterprise fee YoY growth rate (RHS)
17.0
17.5
18.0
18.5
19.0
19.5
20.0
20.5
21.0
21.5
Q1 25 Q2 25 Q3 25 Q4 25Q4 24Q3 24Q2 24Q1 24
-8%
-4%
0%
4%
8%
12%
£m net fees
Strong net fee growth in Enterprise Solutions
2
Delivering on our strategy continued
Governance Financial Statements Additional InformationStrategic Report
28 Hays plc Annual Report & Accounts 2025

The global Enterprise market is vast with significant trend growth potential
– Enterprise is the provision of structured recruitment and other HR services to blue
chips, government and other large organisations
– Clients desire solutions to their talent supply issues and advisory services, for example
to address their ESG initiatives
– Enterprise has faster trend growth because outsourcing penetration is rising,
especially in Europe and APAC
– MSP & RPO models have greatest adoption and scale in the Americas
The outsourced staffing
market (MSP, RPO,
andStatement of Work)
is growing at twice the
rateof the wider
staffingmarket
85% 29%
13%
Contingent recruitment spend managed through a VMS
‘74% in our strategic markets’
Technology Other Engineering &
Life Sciences
A&F & Other
Professional
31% 26% 21% 22%
Outsourced contingent spend distribution
Client type
Higher fill rate
with existing clients
20-30% achievable Up to 60% achievable
Growth with
existing clients
Additional specialisms
and geographies
Additional specialisms
and geographies
Additional geographies
New client wins
1 in 3 win rate in FY25
Upselling
opportunity
To multiple
placements
To Preferred
Supplier List
To fully
outsourced
Enterprise growth opportunity for Hays
Spot/one-off
transaction
Multiple placements
per year
Preferred Supplier
List (PSL)
Full
outsourced
29Hays plc Annual Report & Accounts 2025

Word cloud of client/candidate Hays
perceptionresponses
Lifelong partnerships, powered by our
people and technology
‘Working for your tomorrow’ is our promise to customers, by
which we mean both our clients and candidates, and that their
continued success is at the heart of what we do.
We achieve this by combining our knowledge through scale,
meaningful innovation and deep understanding. We have the
depth and breadth of a global network, c.6,000 consultants with
deep expertise, and data spanning many sectors. We continually
challenge ourselves to provide customers with greater insights on
what is happening in the world of work, both now and in the future.
We understand that professionals need different forms of
support throughout their careers. Our commitment to building
trust and lifelong partnerships is a key priority, and we offer
continuous support to our community of Contracting, Temporary
and Permanent recruitment candidates, helping them to achieve
their career ambitions.
By offering our customers an unrivalled service, we set Hays
apart from our competition and create long-term economic and
social value by delivering the recruiting experience of tomorrow.
Our customers in focus
2a
Awards
Delivering on our strategy continued
Over the past 15 years Hayshas grown a relationship with
3M and Capgemini.
In 2025, Hays’ MSP programme at 3M was honoured with
the prestigious 3M Supplier of the Year Award - a
recognition reserved for elite suppliers who significantly
contribute to 3M’s success. The award celebrates
excellence in quality, delivery, responsiveness, cost,
technology, contract compliance and strategic spend.
Our approach to collaboration was recognised in
2025when we were awarded Supplier of the Year,
category Collaboration Excellence, by one of our key
clients Capgemini.
Governance Financial Statements Additional InformationStrategic Report
30 Hays plc Annual Report & Accounts 2025

Since the award of our first MSP contract in 2014, our
partnership with 3M has evolved into a strategic alliance
marked by innovation, resilience, and measurable value.
Renewed three times over the past decade, the programme
has consistently delivered significant cost savings while
maintaining a high standard of service excellence.
In 2025, Hays was recognised for its contributions with
3M’s prestigious global Supplier of the Year award for
indirect procurement, underscoring the strength of our
collaboration. The partnership has expanded beyond the
US into Canada and additional regions, with a broadened
scope that now includes Statement of Work (SoW)
management and comprehensive procurement services
for non-employees.
Our role has matured from operational support to strategic
partner, encompassing robust supplier and SLA
management, technology implementation, and critical
support during the COVID-19 pandemic. We also played a
key role in the successful divestiture of one of their larger
business units.
This enduring relationship exemplifies the power of our
partnership, driven by trust, innovation, and a shared
commitment to continuous improvement.
“Hays’ expertise and strategic guidancewere
instrumental in successfully navigating the
complexitiesof 3M MSP deployment. Their
proactive approach, attention to detail and
commitment to excellence helped us exceed
our cost, capacity, and capability expectations.
Throughout the process Hays maintained open
and transparent communication, proactively
addressing issues or concerns. They offered
competitive pricing and implementedinnovative
strategies to reduce time to hire and improve
process efficiencies. Their dedicated account
management and responsive support
exceededour expectations and helped ensure
3M’s satisfaction.”
Paul Kranz
VP of Indirect Recruitment, 3M
Awarded in 2022, our global MSP partnership with
NASDAW-100 tech consultancy Congizant has rapidly
expanded across North America, Europe, and ANZ,
demonstrating our capability to manage complex,
large-scale programmes across diverse geographies and
business lines. With a multi-lingual dedicated Hays team
supporting the account, we have processed tens of
thousands of requisitions, covering a wide range of
technical, professional, and revenue-generating roles.
Our value lies in rigorous supplier performance
management, on-boarding and rationalisation, compliance
enforcement, and financial controls delivering efficiencies
and cost savings in the millions. The programme has
proven our ability to run a global MSP at scale, adapt to the
evolving needs of the client’s business, and respond with
agility to change.
This partnership has not only cemented our position as a
leader in MSP for the sector but also opened new
opportunities across other industry verticals. With potential
expansion into additional countries underway, we continue
to demonstrate our commitment to excellence, innovation,
and strategic partnership.
“Hays is our key strategic partner for talent across
the globe. In the last year, they have helped
support our sustained growth, providing critical
skillsets across North America, EMEA, Australia
and New Zealand, while reducing time-to-hire, a
critical need to meet our own client demands.
Their engagement model helps put us, as the
client, at the centre of everything they do,
delivering speed of service while providing
excellent outcomes and compliance with all
appropriate regulations.”
Ravi Kumar S
CEO Cognizant
3M Cognizant
Client case studies
2b
31Hays plc Annual Report & Accounts 2025

Through our strategy, we expect to increase the proportion of
Temporary & Contracting net fees in our businesses. Temporary
& Contracting net fees were relatively resilient through the year,
and the contribution to Group net fees increased to 62% from
59% in FY24, whereas Permanent markets became increasingly
challenging in most of our major countries.
The YoY decline in Temporary & Contracting net fees was 7% in
FY25 but growth was positive in five of our eight Focus countries,
including notably strong performances in Italy, Poland and Spain.
– Italy (FY25 Temporary & Contracting net fees +29%), as our
business line prioritisation and optimised resource allocation
initiatives generated attractive returns
– Poland (+19%), despite client and candidate nervousness
regarding high inflation, political uncertainty, and challenges in
neighbouring Germany and Ukraine, due to strong handling of
large contracting accounts and an agile MSP offering
– Spain (+16%), driven by a large new client win, changes to the
operating model and increased operational rigour
– Austria (+7%), driven by focus on key industries such as Life
Sciences, Energy, Manufacturing/Engineering, and IT Services
– USA (+5%), following earlier initiatives to focus on a narrower
range of business lines and Enterprise client successes
In our Key countries, Temporary & Contracting net fees declined
YoY in Germany due to more challenging markets in Temporary
where we have greater exposure to the Automotive sector, and in
ANZ and the UK&I where we experienced relative resilience in the
private sector but tougher market conditions in the public sector.
Our net fee split, FY08 - FY25
FY25 YoY Temporary & Contracting net fee growth
Key countries Focus countries
29%
16%
5%
-7%
-8% -8%
-9%
-11%
-13%
Italy
Poland
Spain
Austria
USA
France
Australia
Germany
Switzerland
Japan
UK
7%
19%
Austria case study
Our team in Austria rigorously applied our Five Levers over the last year and have
developed a portfolio which is highly focused on Temporary & Contracting (83% of
FY25 net fees) and STEM (80% of FY25 net fees). As a result, Austria has among
the highest consultant net fee productivity in the Group, driven mainly by
Temporary & Contracting, and an attractive 20% conversion rate before central
overhead allocation. In the future, we intend to scale this highly profitable and
robust base and aim to double the number of strategic accounts.
Temporary & Contracting Permanent Recruitment
FY25FY24FY23FY22FY21FY20FY19FY18FY17FY16FY15FY14FY13FY12FY11FY10FY09FY08
51%
49%
44%
56%
42%
58%
46%
54%
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%
Building a scalable platform in Temporary & Contracting
3
Delivering on our strategy continued
Temp Contracting Permanent
22%
62%
49%
36%
6%
58%
37%
25%
38%
10%
41%
16%
Germany UK&I RoW Group
62%
7%
31%
ANZ
Governance Financial Statements Additional InformationStrategic Report
32 Hays plc Annual Report & Accounts 2025

Last year, we set ourselves a target of delivering c.£30 million per
annum in structural cost savings by FY27 through our
transformation programmes. We made excellent progress
toward this target and exited the year with c.£35 million annual
savings in addition to the c.£30 million savings delivered in FY24.
Overall, we have structurally lowered our costs by c.£65 million
per annum since the start of the last fiscal year. On a periodic and
constant currency basis, our cost base declined from a
c.£81 million exit rate in Q4 24 to a c.£75 million exit rate in Q4 25.
Our cost initiatives fell into three broad categories.
1. We completed our Americas Finance and global Technology
transformation programmes, and made significant progress
with our Germany and EMEA regional Finance programmes.
Altogether, these generated c.£16 million annualised savings.
2. We generated c.£19 million annual savings from delivering
structural operational efficiencies including restructuring
operations in Germany, UK&I, France, Czech Republic and
Latam. We closed our operations in Chile and Colombia on
30 June 2025. We have removed duplicated costs, delayered
management, outsourced selective opportunities, further
standardised and globalised processes, and expanded our
Annualised cost reductions delivered in FY25 (£m)
Total non-fee earner headcount
– Finance transformation in the Americas
– Global Technology transformation
– Restructured global marketing function
– Significant progress with our Germany & EMEA Financetransformation
– Restructured operations in Germany, UK&I, France, Czech Republic
and Latam
– Closed operations in Chile and Colombia
– Aligned consultant capacity to demand at a business line level
– Period end consultant headcount reduced 14% YoY
c.£75m
c.£16m
c.£19m
c.£40m
Back-office efficiency programmes Structural
Operational restructurings
Structural
Consultant headcount reductions
Cyclical
shared service centres. Through our activities, we closed or
merged 29 offices, ending the year with 207 offices. Our
non-consultant headcount was reduced by 15% during the
year, improving the ratio of non-fee earner to consultant
headcount to its best level since FY21 and we have further
optimisation to deliver.
3. Using a more forensic analysis of our business lines we more
closely aligned consultant headcount with market activity.
Group average consultant headcount declined by 15%
year-on-year but we also invested in areas delivering positive
net fee growth.
We have set ourselves the ambition of delivering a further
c.£45 million per annum of structural cost savings by FY29,
bringing total savings to c£80 million per annum. This will be
delivered through the completion of our global Finance and
Technology transformation programmes, delivering efficiencies
in other global support functions, and driving operational
efficiencies through our sales organisation. These savings will be
partially reinvested in our technology programmes to deliver
enhanced data and AI capabilities.
In the medium term, we intend to better leverage our functional
areas and infrastructure investment, secure further structural
savings, and build a leaner and more scalable back-office
platform to support our medium-term growth aspirations.
Structural cost savings realised ahead of target
4
Non earner heads
Q3 25 Q2 25
Q4 25
Q1 25 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
3,000
3,400
3,800
4,200
4,600
5,000
33Hays plc Annual Report & Accounts 2025

34 Hays plc Annual Report & Accounts 2025
Strategic report
Our People & Culture
transformation
People, culture and incentives
We are building a culture that is the best place for the
best people to work
Link to strategy
Please click for ELT
memberbiographies
Governance Financial Statements Additional InformationStrategic Report
34 Hays plc Annual Report & Accounts 2025

Attracting and retaining the best talent is central to delivering the
best outcomes for our customers and driving Hays’ medium-
term growth. Our ambition is for Hays to be recognised as the
most inclusive and welcoming employer in our industry.
One of our core priorities is ensuring that our people understand
our values and behave in a way that supports the delivery of
ourstrategy.
A strong employer brand helps to differentiate Hays. We are able
to recruit and retain the best talent in the industry by offering a
high energy culture, an inclusive environment, exciting careers,
world-class training and development, and opportunities to
contribute to the communities in which we operate.
The right team blending
Hays experience with fresh
external perspectives
Our senior leadership team is focused on navigating short-term market challenges,
while positioning Hays for long-term growth. They are energised and highly
committed to delivering our strategy. We are doing this by ensuring we have the
right operating models for each business line, by embracing the huge potential
presented by technology, and via our commitment to enhanced operational rigour.
Read more about our ELT on pages 97-98.
Dirk Hahn
Chief Executive Officer
25+ years
Dirk Hahn on why culture is integral to Hays
Q: Why have you chosen to take deliberate action to
evolve the culture in Hays?
A strong culture has always been important to Hays. It is part of
what makes Hays an organisation that people want to join, stay
and grow in. We chose to undertake a culture audit so we could
be confident that we have the right culture in place to set us up
for long-term success. A strong and aligned culture acts as a
powerful engine for driving engagement, influencing behaviours,
and creating a solid foundation for trust and collaboration, and
ultimately executing our strategy successfully. By proactively
shaping our culture, we will help create a more resilient, forward-
looking organisation, ready to seize opportunities and navigate
the future with confidence.
Q: What do the new senior leadership team provide?
Our reshaped Executive Leadership Team now includes key
Chief Digital and Technology Officer and Chief People Officer
roles, clearly demonstrating our commitment to innovation and
people. Additionally, as announced at our half-year results, we
appointed Tom Way, an external candidate, to lead our UK&I
division, strengthening our regional leadership. These additions
add external experience and fresh thinking, which complements
the deep operational knowledge provided by me, our CFO
James Hilton, and the divisional CEOs.
Rachel Ford
General
Counsel &
Company
Secretary
1 year
Deborah
Dorman
CPO
1 year
Mark Dearnley
CDTO
August 2025
Julia Cames
Interim CMO
2 years
Felix Rippel
Head of
Strategy
3 years
Nigel Kirkham
CEO Enterprise
Solutions
2 years
James Hilton
CFO
15+ years
Alex Heise
CEO CEMEA
20+ years
Matt Dickason
CEO APAC
20+ years
David Brown
CEO Americas
20+ years
Christoph
Niewerth
MD EMEA
20+ years
Tom Way
CEO UK&I
June 2025
35Hays plc Annual Report & Accounts 2025

People, culture and incentives continued
Leading our People & Culture
transformation
Deborah Dorman joined Hays in June 2024, bringing a wealth
ofexperience in leading large-scale, people-centred
transformations, including cultural change and
organisationaleffectiveness.
Our People Vision – to be the best place for the
bestpeople
Our People Vision is built around achieving three key
strategicoutcomes.
We want to increase individual productivity and performance,
deliver excellence to our customers on a consistent basis, be a
top destination for talent, improve the effectiveness and
efficiency of the organisation, and maximise our collective
potential. Our aim is to create a workplace where:
– People can learn and grow. We equip people to succeed
through first-class training, ongoing development, and career
support so they can build long-lasting, rewarding careers
withus.
– People can be their authentic selves. We are a diverse
organisation that welcomes difference, fosters equity, and
enables everyone to fulfil their potential.
– People’s performance is recognised. We are performance
focused and clear on expectations. We support people
tosucceed and recognise this through fair and
transparentreward.
– People feel their work is meaningful. We add value every day
as trusted partners to candidates, clients, and the
communities we are in, making a positive contribution to
wider society.
– People have a voice. We actively seek ways to have regular,
honest and transparent two-way dialogue with our
colleaguesso they can help to shape what we do for them
and our customers.
– People want to work. We have a positive, fun, people-centred
culture with a clear focus on first-class leadership and
engagement which enables happy, high-performing teams.
– People have the best tools. We provide industry-leading
tools, technology, and insight to enable colleagues to focus on
value-adding activity.
Our priority areas
Evolving our culture
to deliver strategy
Talent & capabilities
for the future
Compelling
colleague deal
Amplifying colleague
voice & engagement
Increase individual productivity and
performance, delivering excellence to our
customers consistently
Be a destination for talent
Improve the effectiveness and efficiency
of the organisation and maximise the
collective potential
We want to be the best place to
work for the best people, where
we empower our colleagues with
the right leadership and skills for
the future.”
Deborah Dorman
Governance Financial Statements Additional InformationStrategic Report
36 Hays plc Annual Report & Accounts 2025

Our culture: Empowering, diverse and inclusive
Our culture is the reason why so many of our people choose to
stay and grow their careers with Hays.
This year, to optimise our ability to deliver our Creating Tomorrow
Together strategy, we undertook an audit of our culture to
understand the Hays culture, where our strengths are, and where
we need to change.
We embarked on this journey by actively involving our people in
an open dialogue about our culture, with interviews and listening
groups taking place in spring 2025 right across the Hays world.
We also gave all colleagues in Hays the chance to share their
views via two questions in February’s Your Voice Pulse survey.
When we ask colleagues to describe our culture, they have used
terms such as “friendly and supportive”, “inclusive and fair”,
“meritocratic”, and “a place to grow”.
We also identified opportunities to positively evolve our culture to
optimise delivery of our new strategy. As part of a wider cultural
evolution plan, we have created a new set of Valued Behaviours
and a modernised leadership framework. This will be launched
tothe organisation in Autumn 2025 with plans in place to embed
behaviours and drive continued cultural evolution in the months
that follow.
Driving employee engagement
Having engaged colleagues is critical to our future success. A key
method to understand the engagement of colleagues globally is
through our Your Voice survey. In FY25 we rephrased our
colleague voice surveys, with our Pulse survey taking place in
February 2025. Going forward we will conduct two global
employee surveys annually – a full survey in the autumn and a
Key strengths from our cultural audit
“friendly and supportive”
“inclusive and fair”
“meritocratic”
“a place to grow”
Pulse global results - 2025 Pulse vs 2024 full survey
Questions
Pulse
Feb 2025
Your Voice
May 2024
1. I would recommend Hays as a great place to work 70% 73%
2. I rarely think about looking for a job at another company 46%
47%
3. I am clear about the strategic direction Hays is taking 59%
47%*
4. I believe action has been taken as a result of feedback from the last survey 48%
55%
Notes:
All scores shown are percentage favourable responses.
Questions 1 and 2 are both included in our overall Engagement Index.
Question 3 – the Your Voice 2024 question was not identical but offers a useful comparator: “The senior leaders at Hays have communicated a vision for the future of the business that
motivates me.”
Pulse survey in the spring, which is a temperature check of
colleague sentiment as well as an opportunity to explore any
specific areas of focus. Your Voice is translated into 12 languages,
and is completely confidential, which allows colleagues to share
their honest views with anonymity. Feedback is reviewed closely
by the Executive Board and senior managers to identify and
inform actions. We also use other continual two-way
communication channels to ensure colleagues are kept
informedof key developments, including town halls, CEO Q&A
sessions and divisional CEO email campaigns. These enable us to
engage with a broad cross section of our people and provide
important opportunities to listen directly to their challenges,
opinions and ideas.
In our Pulse survey (February 2025), 70% of our colleagues told
us they would recommend Hays as a great place to work. Whilst
our engagement score is still in line with benchmark, we
acknowledge the decline we have experienced and are
committed to improving this back to above market levels.
37Hays plc Annual Report & Accounts 2025

Deborah Dorman
Delivering on our People & Culture vision
Q: What changes have you made since joining Hays
in June 2024?
Working closely with our People & Culture directors worldwide
we co-created a global people plan. We also hosted our first
Global People & Culture town hall to engage colleagues as we
embark on our journey together. Some benefits from working in
a more collaborative manner are already starting to emerge.
Global job levelling, development of new Valued Behaviours and
a leadership framework, and global performance management
have all been elements of the first phase of our plan.
Q: What changes have you made to reward
andincentives?
There is already good work happening in our regions, for example
CEMEA, towards creating a compelling colleague deal which we
will seek to replicate in other territories. During the year, we
recruited a new Global Head of Compensation & Performance. A
review of management LTIPs, bonus, and incentive design is a
key strategic priority for FY26.
Q: Which initiatives do you have in place to
increaseemployee engagement?
Whilst our engagement score is in line with benchmark, we
remain committed to increasing this through improved internal
communications, initiatives to amplify colleague voice and
involvement, empowering local managers to take action focusing
on the things which make the biggest difference to our
colleagues and celebrating our culture and people through
internal and external recognition.
Q: What are your plans for FY26 and beyond?
We aim to support our operational teams, using our people levers
to help improve consultant net fee productivity, and embed a
target People & Culture operating model aligned to strategy.
Whilst we are dissatisfied with the decline in engagement, in highly challenging markets we
have had to make some difficult decisions and deliver significant change across Hays, and this
has been reflected in recent Your Voice scores. However, these changes are needed to deliver
our focused strategy and position the Group to capitalise strongly on market recovery when it
comes. The benchmarks for the staffing industry have also gone backwards reflecting the
challenges across the whole industry. That said, there is much we can and will do to focus on
improving our results despite the challenging context. We are actively focused on improving
people engagement and restoring our former above-market levels.”
Deborah Dorman
Chief People Officer
People, culture and incentives continued
Governance Financial Statements Additional InformationStrategic Report
38 Hays plc Annual Report & Accounts 2025

DE&I and Wellbeing remains at the heart
of our culture
Attracting diverse talent and maximising our people’s potential
remains a priority. This year has been a difficult year for many
underrepresented groups, but our commitment to DE&I and
Wellbeing is stronger than ever. Our focus is to embed DE&I and
Wellbeing into everything we do, ensuring we have an
environment that fosters a sense of belonging and support for all
regardless of their background or characteristics and where
diverse perspectives are valued and encouraged, as well as
supporting our clients globally, using our expertise to enhance
DE&I outcomes in recruitment and workforce management. By
bringing different perspectives and experiences together, we will
build a stronger organisation.
During FY25 we continued to make significant progress in
ourcommitment:
– All leaders are required to have an inclusion goal as part of
their annual objectives
– We recognised several days of significance across the year
with globally aligned plans:
– World Mental Health Day 2024
– International Women’s Day 2025, the theme being
‘working for her tomorrow’ and how we further support
and enable women to thrive
– Pride 2025 focused on #UnitedInPride, and the
importance of allyship. Leaders shared their stories of what
allyship means to them. Country activity included
collaboration in ANZ with The Rainbow Shoelace Project,
participation in local Pride parades across the globe and in
Germany, we were the main sponsor of the Christopher
Street Day parade in Mannheim
– We featured in the top 100 Financial Times / Statista 2025
Diversity Leaders list rising to 84
th
in this year’s list, up from
154
th
last year (FT-Statista 2025 Diversity Leaders’ ranking and
methodology)
– We agreed equity standards for globally consistent minimum
parental leave offerings with introduction of care leave and
inclusive language guidance
– Hays ANZ was awarded Bronze Tier Status in the Australian
Workplace Equality Index (AWEI), a prestigious recognition for
LGBTQIA+ inclusion
– In Germany we established a new ERG ‘IMPULSE’: Inclusion,
Mental & Physical Health, Participation, Unrestricted,
Performance (German: Leistungsfähig), Safe Space, and
Empowerment, focusing on breaking down taboos and
stigmas surrounding disability and chronic illness
– In March 2025, the UK&I introduced a new Menopause Policy,
and in June we received external accreditation as a
Menopause Friendly Employer, the first recruitment
consultancy to do so
– We also hired a new Global Head of DE&I and Culture, focused
on helping us build on our current work in this important space.
Board involvement and
responsibility
The Board has overall responsibility for
the welfare and interests of the
workforce. Non-Executive Director
Helen Cunningham was appointed in
November 2024 as Designated
Non-Executive Director for Workforce
Engagement and has served as an
additional and independent channel for
the Board to hear directly from Hays’
diverse workforce.
39Hays plc Annual Report & Accounts 2025

Technology
Link to strategy
Our technology strategy is primarily one of
simplification, modernisation, resilience and efficiency
in order to enable Hays’ growth strategy and future
ambitions. We have strong foundations in technology
and data, with long-term expertise.
Our vision is to become the global leader in recruitment and
workforce solutions, recognised for powering progress through
people and market-leading technology. Given rapid advances in
technology and Generative AI, we believe now is the optimal time
to enhance our overall digitalisation, technology infrastructure
and stack of applications.
We anticipate many benefits as we transform our technology
over the next few years:
– More consistent delivery of exceptional service to clients
andcandidates
– Improved productivity and job satisfaction as we provide our
consultants with best-in-class tools
– More effective leverage of our extensive, high-quality, relevant
data to provide customers with powerful, valuable and
individualised insights
– Improved effectiveness and efficiency in our back office
functional areas
Our Technology transformation
programme
Establishing capabilities for the future
During the year we embarked on a global transformation
programme to provide the technology services, support,
andinnovation required to enable Hays’ growth strategy and
future ambitions.
In November 2024, we outsourced the support of our ‘run’
environment including service desk support, IT infrastructure
and operations, application support and engineering services,
and security operations to Cognizant. This substituted variable
for fixed cost, unlocked savings by migrating technology
capabilities to lower-cost fulfilment centres and transitioned from
a mostly in-house development model to best-in-class external
capability. In future, we intend to drive further efficiencies, embed
a culture of continuous improvement, and leverage Cognizant’s
deep expertise and capabilities to support us in our
transformation journey.
We have embarked on a
significant transformation to
provide the technology services,
support, and innovation required
to enable Hays’ growth strategy
and future ambitions.
With new delivery capability
foundations and ways of working
in place, through our strategic
partnership with Cognizant the
focus over the next few years will
be on driving the transformation
of the technology landscape. This
will ultimately deliver simple,
modern, safe and secure
technology solutions aligned with
business needs that will enable
our customers and our people
tosucceed.”
Mark Dearnley
Chief Digital & Technology Officer
Governance Financial Statements Additional InformationStrategic Report
40 Hays plc Annual Report & Accounts 2025

At the same time, we implemented a new simplified global
operating structure in Technology, designed to balance global
and local business needs, ensure predictable execution, and to
lead the implementation of a simplified and safe technology
environment. Reflecting our new global approach, an
Infrastructure transformation programme has been initiated to
ensure global consistency across our infrastructure estate with a
particular focus on cyber security, resilience, and efficiency.
Defining the future state technology landscape
At the heart of our Technology transformation our objective is to
enable profitable growth through differentiated client and
candidate experiences and industry-leading efficient and
effective operations. This vision is being realised through an
enterprise architecture approach that harmonises people,
process, technology and data.
Guided by the principles of Simple, Flexible and Secure, we are
envisioning and architecting a technology ecosystem that is
notonly robust and scalable but also AI and agentic-ready and
designed to empower intelligent automation, adaptive
decision-making, and proactive service delivery across our
globaloperations.
– Simplicity: We are aiming to streamline our technology stack
to eliminate complexity, reduce technical debt, and enhance
user experience. By consolidating platforms and standardising
processes, we will create a technology landscape that is
simpler to operate, change and enhance where innovation
and more intuitive interactions will be allowed to flourish for
our clients, candidates, and colleagues.
– Flexibility: Our architecture is being designed for agility and is
targeting a modular, API-first, and cloud-native approach that
will ensure we can rapidly respond to market shifts, regulatory
changes, and emerging opportunities. This flexibility will
support our global footprint while allowing for local
customisation and responsiveness.
– Security: In an era of increasing cyber threats and data
privacy concerns, security will be embedded by design. Our
future state landscape incorporates multi-layered defence,
zero-trust principles, continuous monitoring, and resilient data
governance frameworks to protect our stakeholders and
maintain integrity.
The Hays data funnel: Driving more value from data
than in-house HR teams and our competitors
Our long-term commitment to technology places data at the
heart of our business.
Talent Networks are the community ecosystems we have built to
support our consultants, built on top of our vast ‘digital data lake’.
They optimise our digital candidate sourcing strategies, largely
operating in real time, and reducing our time to shortlist.
We believe the scale of information we bring is a differentiating
asset. We add value by presenting customers with real-time
information to significantly enhance their decision-making
andtheir ability to engage the right talent to grow. Consultants
can also demonstrate to a customer, in real time, where a
particular role sits in terms of supply and demand, salary and
local market knowledge.
Supported by our automated marketing technology, we
constantly source skills that our customers need,
buildingrelationships with candidates from their first digital
interactions with Hays.
Summary
We are continuing our focus on digitalisation of Hays to
support profitable growth through differentiated client,
candidate, and colleague experiences and industry-leading
efficient and effective operations. We will increase capital
expenditure over the next five years on data, technology,
AI, and cyber resilience which will provide our consultants
with the best tools, drive a superior client and candidate
experience, and create value for shareholders
Our future state will be agentic-ready, meaning it will be
capable of leveraging AI, machine learning, and intelligent
agents to augment human capabilities, automate routine
tasks, and deliver predictive insights that drive better
outcomes. Through effective technology and architecture
governance, we are ensuring that technology change is
tightly aligned to business outcomes and value creation.
As we continue to evolve, our technology landscape will
remain a key differentiator in fuelling innovation, enhancing
operational excellence, and reinforcing our position as the
trusted partner of choice in the recruitment and workforce
solutions industry.
41Hays plc Annual Report & Accounts 2025

Key performance indicators
2025
2024
2023
2021
2022
71
76
78
70
80
2025
2024
2023
2021
2022
54
51
57
56
56
Net Promoter Score
Measure
By embedding NPS as a core KPI, we strengthen
internalprocesses while enhancing external perceptions of
ourresponsiveness and commitment to customer-centric
excellence.
Progress made in FY25
Our NPS improved by two points in FY25 to 56, the highest level
since 2021 as we deliver on being the expert partner for both
our clients and candidates.
Strategic Measures
Pre-exceptional operating profit
(2)(6)
Measure
Operating profit is the profit we generate after deducting the
cost of goods sold and operating expenses. A reconciliation of
pre-exceptional operating profit to the equivalent statutory
measure is provided in note 4 of the Financial Statements.
Progress made in FY25
Operating profit decreased by 56%, driven by our net fee
decline of 11%, partially offset by cost-saving initiatives across
the business.
Number of jobs placed
Measure
The number of Temporary, Contracting and Permanent
placements made directly by Hays. We are embedding Number
of jobs placed as a core KPI as part of our commitment to
candidate-centric excellence.
Progress made in FY25
Economic and political uncertainty weighed on client and
candidate confidence driving lower placement volumes and a
material lengthening of our ‘time-to-hire’. Temporary &
Contracting volumes declined by 6% with Permanent volumes
down 20% YoY.
Measures of success
Employee engagement (%)
Measure
We work with Culture Amp to deliver our annual employee
engagement survey, delivering actionable insights into our
employees’ experiences of working at Hays. We run two surveys
annually, a shorter ‘Pulse’ engagement in November and a
more detailed exercise in May.
Progress made in FY25
77% of all staff completed the survey (FY24: 81%), providing a
strong representation of employee opinion. Our engagement
score decreased to 70% (FY24: 71%). While we are not satisfied
with this, it also reflects challenging economic conditions and
the impact of the restructuring of our operations in FY25.
Our aim is to be the global leader in recruitment and workforce
solutions, and to execute on our focused strategy. We use a
combination of four strategic, five financial and two non-financial
alternative performance measures to track our performance,
in line with our strategic priorities.
2025
2024
2023
2021
2022
105.1
197.0
95.1
45.6
210.1
2025
2024
2023
2021
2022
282,700
321,800
279,090
257,900
333,750
Governance Financial Statements Additional InformationStrategic Report
42 Hays plc Annual Report & Accounts 2025

2025
2024
2023
2021
2022
-12
6
-8
-11
32
2025
2024
2023
2021
2022
138.7
139.1
130.3
145.6
141.1
2025
2024
2023
2021
2022
9.4
15.2
10.4
4.7
17.7
Financial Measures
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. Growth is on a constant-currency basis.
Progress made in FY25
Net fees decreased by 11%, with increasingly challenging
conditions in most markets. Economic and political uncertainty
weighed on client and candidate confidence driving lower
placement volumes and a material lengthening of our ‘time-to-
hire’. However, net fees within Enterprise Solutions grew by 8%.
Conversion rate
(3)
(%)
Measure
Calculated as pre-exceptional operating profit
(2)
divided by net
fees. Measures the Group’s effectiveness in managing our level
of investment for future growth and controlling costs.
Progress made in FY25
Conversion rate
(3)
decreased by 470 bps to 4.7%. Challenging
market conditions and longer average time-to-hire negatively
impacted our average number of placements per consultant.
However, our decisive actions and operational rigour have
reduced costs by an annualised c.£65 million since the start
ofFY24. Our longer-term aspiration for conversion rate
remains22-25%.
Like-for-like
(1)
net fees per consultant (£000s)
Measure
The productivity of the Group’s fee earners. Calculated as total
Group net fees (on a constant-currency basis) divided by the
average number of consultants.
Progress made in FY25
Like-for-like fees per consultant increased by 5% year-on-year
to £145.6k, and despite a 11% LFL net fee decrease, was at
record levels. Placements per consultant fell significantly as
market conditions toughened through the year, notably in
Permanent. However, this was offset by our actions to drive
higher average fees per placement including positive mix
effects and wage inflation benefiting fees.
2025
2024
2023
2021
2022
-53
-67
-7
-30
151
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 FY25
Basic earnings per share
(2)
down 67% to 1.31 pence. This was
driven by 56% lower pre-exceptional PBT year-on-year and 270
bps higher Group tax rate.
43Hays plc Annual Report & Accounts 2025

2025
2024
2023
2021
2022
107
101
138
281
87
2025
2024
2023
2021
2022
43.0
44.3
41.6
44.9
42.4
2025
2024
2023
2021
2022
19,356
17,732
8,184
17,174
14,407
Non-financial Measures
Greenhouse gas emissions (CO
2
tonnes)
Measure
Hays is committed to reducing 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 66).
Progress made in FY25
Total emissions directly controlled by Hays (scope1, scope2,
scope 3 Fuel and Energy-related activities and scope 3
Business travel) decreased by 11% to 17,174 tonnes, due to
reductions in energy consumption and car fleet, and sit 30%
lower than the base year. Overall, Group GHG emissions
declined by 10% YoY and are 28% below base year (see page
69 for further detail).
1. Like-for-like growth represents organic growth at constant currency.
2. Exceptional items for the year ended 30 June 2025 of £30.7 million consisting of £17.7 million that relate to restructuring charges and £13.0 million in relation to the multi-year Technology
transformation and Finance transformation programmes; the prior year charge of £80.0 million consists of goodwill and intangible impairment of £37.8 million and a restructuring charge of
£42.2 million. There were no exceptional charges in FY21, 22 or 23.
3. Conversion rate is the proportion of net fees converted into pre-exceptional operating profit
(2)
.
4. Cash generated by operations is stated after IFRS 16 lease payments, as we view leases (mainly on property) as an operating cost. FY21 cash generated by operations of £130.8 million is also
adjusted for £118.3 million of FY20 payroll tax and VAT deferred which was paid in FY21.
5. Cash Conversion represents the conversion of pre-exceptional operating profit
(2)
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.
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 FY25
We delivered 281% conversion, a strong result due to a working
capital inflow of £58.1 million in FY25 as Temporary &
Contracting net fees and placements reduced partially offset
by an increase in debtor days to 37 days (FY24: 36 days),
although debtor days remain below pre-pandemic levels. The
increase in debtor days is largely due to greater resilience in our
Enterprise business, which typically has longer payment terms.
Percentage of female senior leaders (%)
Measure
We believe in equality in all forms across our business. This KPI
was introduced in FY21, with a target of reaching 50% by 2030.
We define our senior leadership cohort as the three
management levels below our Executive Leadership Team,
which in FY25 represented the top c.635 managers in Hays.
Progress made in FY25
Female senior leaders increased by 1.9% to 44.9%. We retain
our ambitious target of parity by 2030. In FY26, we will
undertake a review of job categories globally to ensure we have
the most representative sample of senior leaders.
Key performance indicators continued
Governance Financial Statements Additional InformationStrategic Report
44 Hays plc Annual Report & Accounts 2025

Creating value for
ourstakeholders
We seek to benefit society by investing in lifelong partnerships that empower
people and organisations to succeed. Our business has scale, breadth and
diversity of exposure, and is highly cash generative. Our focused strategy is
designed to increase our resilience as a business, which operates responsibly and
creates a wide range of stakeholder benefits.
Our Section 172(1) statement can be found on page 105
Measures of success
How we engaged
We actively engage with the investor community through
meetings, roadshows and conferences, and are very
grateful for their long-term support. The Board receives
regular updates on investor themes and questions and the
Chair also hosts meetings with some of our largest
institutional investors.
What was important in FY25
– Clear communications and transparent reporting
– Early engagement with investors by our new Chair
– Transparent communication around progress against
our focused strategy
– Focus on embedding sustainability in our strategy and
investment case
Our actions and how we responded
– Regular engagement with shareholders and analysts
– Appointed a new Head of Investor Relations
– Clear communication around progress against our
focused strategy (more information on page 8)
– Evolved our investor slide deck and ESG reporting
Shareholders
How we engaged
We partner with our clients, helping find the talent they
need to thrive while building deeper and stickier
relationships. We do this via providing value-added
workforce services like MSP, RPO, Assessment &
Development, Workforce Planning, DE&I Consulting and
learning via our Hays MyLearning portal.
What was important in FY25
– Delivering a professional service and solving
skillshortages
– Responding to rapidly changing conditions
– Building a focused and relevant bid pipeline containing
fewer but larger opportunities
– Providing insight into recruitment trends and
marketcomparisons
– Compliance with regulatory matters
Our actions and how we responded
– Focus on customer services and building lifelong
partnerships with clients and candidates (more
information on pages 30 - 31)
– Our win-rate percentage in Enterprise Solutions
improved from one in five in FY24 to one in three in FY25
– Provision of training and compliance services
Clients
45Hays plc Annual Report & Accounts 2025

How we engaged
By building long-term relationships with candidates,
wehelp them fulfil their career ambitions. Our engagement
is multi-channel, working via our website, social media,
publications and Hays MyLearning, our free-to-use
Training &Wellbeing platform.
What was important in FY25
– Providing career opportunities
– Market insights, thought leadership and expert
careeradvice
– Provision of training and development via
HaysMyLearning
– Helping people back into the workplace
– Identifying and supporting hidden talent
– Protecting customers’ data
Our actions and how we responded
– Investment in customer service and user experience
– Career mentoring and volunteering (more information
on pages 60-63)
– Tailoring learning and development to individual career
requirements (more information on page 83)
– Talent+ initiatives in the UK&I and Germany
– Focus on data protection and responsible AI strategy
(more information on page 86)
How we engaged
We invest substantially in training, development, diversity
and culture to ensure Hays is a great place to work. This
was supported by enhanced leadership communication
around our People & Culture strategy. This was done via
town halls, videos, email campaigns and regional Employee
Resource Groups (ERGs). We also undertake bi-annual
global employee engagement surveys. The results are
analysed by regions and executive management and
presented to the Board.
What was important in FY25
– Clear communication of our focused strategy
– Ongoing commitment to learning & development
– DE&I progress
– Advocating for positive mental health and
colleaguewellbeing
– Communication of our Employee Value Proposition (EVP)
– Enhanced working practices with flexible and
hybridworking
– Promotions and overseas transfers
Our actions and how we responded
– Direct actions based on Your Voice findings (more
information on page 37)
– Created a new set of Valued Behaviours and a
modernised leadership framework.
– Progress on our DE&I strategy
– Enhancements and growth of ERGs, including an ERG
Leaders training programme developed
– Board commitment toemployee mental health (more
information on pages 62-63)
CandidatesEmployees
Stakeholder engagement continued
Governance Financial Statements Additional InformationStrategic Report
46 Hays plc Annual Report & Accounts 2025

How we engaged
We are committed to treating our suppliers fairly and with
respect, and publish a Supplier Code of Conduct on our
website. We have contacted landlords and are in discussions
with suppliers to assess their commitment to reducing
environmental impact and increasing societal engagement.
What was important in FY25
– Clear Supplier Code of Conduct
– Partnership in reducing environmental impact,
including stating our preference to work with partners
also on a Net Zero journey
Our actions and how we responded
– Communication of our environmental standards and
requirements to customers
– Working with landlords around our own GHG
reductionplan
How we engaged
We seek to have a positive impact by engaging with the
communities in which we operate, actively providing
support, career advice and training. Our ‘Helping for your
tomorrow’ programme continued to expand in FY25. We
are committed to reducing our environmental impact,
setting ambitious targets to halve our own GHG emissions
by 2026 (see more information on page 67), and reducing
our broader environmental impact. Our Net Zero Working
Group is developing strategies which will underpin our SBT
on reducing carbon emissions.
What was important in FY25
– Ongoing growth of ‘Helping for your tomorrow’ and our
volunteer/community programmes worldwide
– Increased internal awareness of our environmental
impact and our GHG abatement strategy
– Remaining carbon neutral
– Maintaining a trajectory to deliver on our SBTs
– Fee growth in the Green Economy
Our actions and how we responded
– Each colleague globally is entitled to one day of
volunteering each year
– Volunteering decreased by 48% year-on-year. Our efforts
are targeted onhelping people in the world of work, and
the environment (more information on page 62)
– Significant local charity fundraising
– For the third year, our ‘Neighbourly’ initiative in the UK
delivered over 6,500 hours of volunteering in FY25.
TheUK&I continues to offer two volunteering days
percolleague
– Developed our ESG double materiality analysis (see
page 55) and also a verification readiness review for our
GHG data
Society Suppliers
47Hays plc Annual Report & Accounts 2025

Divisional operating review
We report our business in four operating divisions,
Germany, UK&I, ANZ and RoW. Germany, the UK and
Australia are each Key countries.
Included in Rest of World are our eight Focus countries
(Austria, France, Italy, Japan, Poland, Spain, Switzerland
and the USA) and 20 Emerging countries.
Governance Financial Statements Additional InformationStrategic Report
48 Hays plc Annual Report & Accounts 2025

Germany
Resilience in Contracting, tough market conditions persist in Temporary
andPermanent.
Our largest market of Germany saw net fees decrease by 10% to
£308.9 million. Operating profit
(3)
decreased by 22% to
£52.1 million at a conversion rate of 16.9% (FY24: 19.3%).
Currencyimpacts were negative in the year, decreasing net fees
by £7.5 million and operating profit by £1.4 million.
Client cost controls drove a reduction in average hours worked
and a c.£14 million YoY headwind to net fees and operating profit.
Hours worked were sequentially stable through the year but
declined by 5% YoY with the comparable easing in Q4.
We continue to see greater resilience in Contracting,
withvolumes remaining solid overall throughout the year as
fewer finishers offset a lower number of starters, but more
challenging markets in Temporary where we have greater
exposure to the Automotive sector. Temporary & Contracting
(84% of Germany net fees) decreased by 8%. This was driven by
4% decline in volumes and 5% from lower average hours worked,
partiallyoffset by a 1% increase in pricing and mix, benefiting from
our pricing initiatives and targeting of resilient sectors.
In Permanent, net fees decreased by 21%. This resulted from a
26% decrease in Permanent volumes, partially offset by a 5%
increase in our average Permanent fee. Activity levels remain
subdued in Permanent as client decision making slowed during
the year and we saw a corresponding reduction in placements
through H2.
At the specialism level, our largest specialism of Technology (33%
of Germany net fees) decreased by 10%, with Engineering, our
second largest, down 19%. Construction & Property increased by
21% with Accountancy & Finance and HR down 1% and 20%
respectively. Net fees in our public sector business (16% of
Germany net fees) decreased by 8%.
Although conditions were tough, and after several years of
significantly outperforming the market, in FY25 we further
improved our market-leading share in Germany. Fees with
outsource / MSP clients were up modestly in the year,
demonstrating greater resilience than more transactional parts
of the market, and overall we are very well-positioned to benefit
from recovery when it comes.
Operating performance
Year ended 30 June 2025 2024
Actual
growth
LFL
growth
Net fees £308.9m £351.8m (12)% (10)%
Operating profit
(3)
£52.1m £68.0m (23)% (22)%
Conversion rate
(1)
16.9% 19.3%
Period-end
consultant
headcount
(2)
1,624 1,858 (13)%
Note: unless otherwise stated, all growth rates discussed on this page are LFL YoY net fees
and profits, representing organic growth of operations at constant currency.
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 177-178.
Permanent
16%
Temporary
22%
Contracting
62%
Public
16%
Private
84%
Net fees by
contracttype
Net fees by
sector
Net fees by specialism
Technology: 33%
Engineering: 25%
Accounting and Finance: 19%
Human Resources: 6%
Construction and Property: 6%
Life Sciences: 5%
Other: 6%
A
A
B
B
C
C
D
D
E
E
F
F
G
G
Key actions taken in FY25
– Significant actions were also taken to restructure
Germany, notably in our Statement of Works
business during H1, and details of the resulting
exceptional costs are provided in note 4.
– Consultant headcount decreased by 13% YoY and,
driven by our ongoing resource allocation initiatives,
consultant net fee productivity increased by 1% YoY.
Alexander Heise
CEO, CEMEA
49Hays plc Annual Report & Accounts 2025

Net fees by specialism
Accounting and Finance: 19%
Construction and Property: 18%
Technology: 14%
Office Support: 8%
Education: 8%
Human Resources: 3%
Other: 30%
A
A
B
B
C
C
D
D
E
E
F
F
G
G
UK & Ireland
A return to modest profit in H2 after significant actions to better position
the business.
In the United Kingdom & Ireland (UK&I), net fees decreased by
15% to £192.2 million. The division reported an operating loss
(3)
of
£5.8 million (FY24: £6.4 million profit) at a conversion rate of
minus 3.0% (FY24: 2.8%) but, driven by our actions to address
productivity and the operating cost base, returned to modest
profitability in H2 having made a loss of £6.5 million in H1.
Temporary & Contracting net fees (59% of UK&I) decreased by
12% with relative resilience in the private sector but tougher
market conditions in the public sector. Volumes were down 10%
and the mix of price and margin down 2%.
Our Permanent business experienced challenging market
conditions across the private and public sector and a clear
step-down in Q4. Net fees decreased by 18%, with volumes down
21%, partially offset by a 3% increase in average Permanent fee.
All UK regions traded broadly in line with the overall UK&I
business, except for Yorkshire and North, down 31%, and South
West, down 21%. Our largest region of London decreased by 11%,
while Ireland declined by 23%. Direct outsourced net fees with
Enterprise clients performed strongly, up 8%.
Our largest UK&I specialism of Accountancy & Finance decreased
by 17%, with Construction & Property down 8%. Technology and
Office Support decreased by 20% and 24% respectively.
Consultant headcount decreased by 21% YoY, including a 15%
reduction in H2 25. Consultant net fee productivity increased by
3% YoY in FY25 including 9% in H2.
Operating performance
Year ended 30 June 2025 2024
Actual
growth
LFL
growth
Net fees £192.2m £225.7m (15)% (15)%
Operating profit
(3)
(£5.8)m £6.4m (191)% (191)%
Conversion rate
(1)
(3.0)% 2.8%
Period-end
consultant
headcount
(2)
1,285 1,629 (21)%
Note: unless otherwise stated, all growth rates discussed on this page are LFL YoY net fees
and profits, representing organic growth of operations at constant currency.
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 177-178.
Permanent
41%
Temporary
49%
Contracting
10%
Public
29%
Private
71%
Net fees by
contracttype
Net fees by
sector
Divisional operating review continued
Key actions taken in FY25
– We have more actively managed our less productive
consultant population to transition to a more focused
core and secured structural savings in front and
back-office functions. Since June 2024, we have
reduced our office footprint by 19%, delayered our
management structure, closed Emposo (our
Statement of Works business). Details of the resulting
exceptional costs are provided in note 4.
– As a result of these actions the UK
returned to profit in H2 having made a
loss of £6.5m in H1 25 .
Tom Way
CEO, UK&I
Governance Financial Statements Additional InformationStrategic Report
50 Hays plc Annual Report & Accounts 2025

Australia & New Zealand
Good progress in driving improved productivity despite tough market conditions.
In Australia & New Zealand (ANZ), net fees decreased by 13% to
£116.2 million, with operating profit
(3)
down 67% to £3.6 million.
This represented a conversion rate of 3.1% (FY24: 8.2%).
Currency impacts were negative in the year, decreasing net fees
by £5.6 million and operating profit by £0.6 million.
Temporary & Contracting net fees (69% of ANZ) decreased by
8%, with volumes down 13%, but remained broadly stable
through the second half. Permanent net fees decreased by 22%,
with volumes down 28%. The private sector (64% of ANZ net
fees), declined by 10%, with public sector more challenging with
net fees down 19%.
Although conditions in ANZ remain challenging, we increased our
market share in Australia and our management team has
increased accountability and alignment to a performance-based
culture. Consultant net fee productivity improved by 8% YoY to
its highest level since FY22.
Australia, 94% of ANZ, saw net fees decrease by 12%. New South
Wales and Victoria decreased by 17% and 19% respectively.
Queensland fell by 3%, with ACT down 11%. At the ANZ specialism
level, Construction & Property (19% of net fees) decreased by
15%, with Technology down 8%. Accountancy & Finance
decreased by 19%. New Zealand net fees decreased by 30%.
ANZ consultant headcount declined by 7% YoY. Driven by our
focus on resource allocation, consultant net fee productivity
increased by 8% YoY in FY25 including 4% in H2.
Operating performance
Year ended 30 June 2025 2024
Actual
growth
LFL
growth
Net fees £116.2m £139.7m (17)% (13)%
Operating profit
(3)
£3.6m £11.5m (69)% (67)%
Conversion rate
(1)
3.1% 8.2%
Period-end
consultant
headcount
(2)
675 729 (7)%
Note: unless otherwise stated, all growth rates discussed on this page are LFL YoY net fees
and profits, representing organic growth of operations at constant currency.
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 177-178.
Permanent
31%
Temporary
62%
Contracting
7%
Public
36%
Private
64%
Net fees by
contracttype
Net fees by sector
Net fees by specialism
A
B
C
D
E
F
Construction and Property: 19%
Technology: 17%
Accounting and Finance: 11%
Office Support: 11%
Human Resources: 4%
Sales and Marketing: 3%
Other: 35%
A
B
C
D
E
F
G
G
Key actions taken in FY25
– We have removed split Permanent/Temporary desks,
more clearly differentiated between 180 and 360
degree consultants, and moved up the value chain in
Temporary & Contracting.
– We restructured appropriately for market conditions.
Details of the resulting exceptional costs are provided
in note 4 to the Consolidated Financial Statements.
Matthew Dickason
CEO, Asia Pacific
51Hays plc Annual Report & Accounts 2025

Net fees by specialism
Technology: 26%
Accountancy and Finance: 11%
Construction and Property: 9%
Engineering: 8%
Life Sciences: 7%
Sales and Marketing: 5%
Other: 34%
A
A
B
B
C
C
D
D
E
E
F
F
G
G
Rest of World
Loss making as Northern Europe weakness offsets improved North
Americaprofitability.
Net fees in our Rest of World (RoW) division, which comprises 26
countries, decreased by 8% YoY. Temporary & Contracting (42%
of RoW) performed well, with growth flat YoY but positive in five
of our Focus countries. Permanent declined by 14% as markets
remained challenging, particularly in Northern Europe.
The division reported an operating loss
(3)
of £4.3 million
(FY24: £19.2 million profit), including a loss in H2 of £7.4 million.
The loss was primarily driven by weakness in Northern Europe
during the second half of the year. Currency impacts were
negative in the year, reducing net fees by £9.8 million and
operating profit by £0.4 million.
EMEA ex-Germany (62% of RoW) net fees decreased by 11%.
France, our largest RoW country, decreased by 19% as activity
levels slowed through the year, particularly in Q4 where
Permanent slowed sharply. Southern Europe was more resilient,
with Portugal and Spain both up 1% and Italy down 4%. Belgium,
Switzerland and UAE decreased by 16%, 14% and 25%
respectively. In response to market conditions, we continued to
manage consultant headcount in the region, reporting a 14%
decrease YoY. Overall, the EMEA ex-Germany region made a
loss of £6.9 million in the year (FY24: £20.7 million profit).
The Americas (22% of RoW) was resilient with net fees up 1% YoY,
led by growth in North America where markets remained stable
with Canada and the US, up 10% and 3% respectively. After a
refocusing of the US business, productivity increased 38% YoY,
taking the business from loss making in FY24 to consistent
monthly profitability in FY25. Latam markets were more
challenging, down 20% YoY. North America delivered overall profit
of £1.2 million, offset by losses of £1.6 million in Latam, butwe
expect the latter will be profitable following the restructure.
Asia (16% RoW) net fees decreased by 6%. Our largest business
within the region, Japan was down 7% with Malaysia also down 7%,
and Hong Kong down 28%. This was partially offset by growth in
Mainland China and India, up 7% and 38% respectively. Overall,
Asia delivered £3.0m of operating profit in year, down 3% YoY.
Operating performance
Year ended 30 June 2025 2024
Actual
growth
LFL
growth
Net fees £355.1m £396.4m (10)% (8)%
Operating profit
(3)
£(4.3)m £19.2m (122)% (123)%
Conversion rate
(1)
(1.2)% 4.8%
Period-end
consultant
headcount
(2)
2,486 2,829 (12)%
Note: unless otherwise stated, all growth rates discussed on this page are LFL YoY net fees
and profits, representing organic growth of operations at constant currency.
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 177-178.
Permanent
58%
Temporary
36%
Contracting
6%
Public
1%
Private
99%
Net fees by
contracttype
Net fees by
sector
Divisional operating review continued
Key actions taken in FY25
– In France, we took decisive action to address
productivity and costs including changes to the local
management team.
– Closed operations in Chile and Colombia and
refocused in Brazil and Mexico by creating flagship
offices in Sao Paulo and Mexico City
– Overall consultant headcount in the RoW division
decreased by 12% YoY. EMEA ex-Germany
consultant headcount decreased by 14%,
the Americas decreased by 19% and
Asia was down 1%.
Christoph Niewerth
Managing Director,
EMEA
Dave Brown
CEO, Americas
Governance Financial Statements Additional InformationStrategic Report
52 Hays plc Annual Report & Accounts 2025

Historical comparisons FY17–25
To assist investors in their analysis of Hays, we present our net fees, operating profit, headcount and conversion
rate since FY17. A downloadable version of our financial results is also available.
Closing consultant headcount
Operating profit by division
(1)
(£m)
Net fees by specialism
(%)
Conversion rate
(2)
(%)
Net fees by division
(£m)
1. Exceptional items for the year ended 30 June 2025 of £30.7 million, £17.7 million relates to restructuring charges across the Group and £13.0 million in relation to the Technology
transformation and Finance transformation programmes; the prior year charge of £80.0 million consists of goodwill and intangible impairment of £37.8 million and a restructuring charge of
£42.2 million. There were no exceptional charges in FY21, FY22 or FY23.
2. FY24, FY20 and FY19 conversion rates are shown on a pre-exceptional basis. Conversion rate is the proportion of net fees converted into pre-exceptional operating profit.
3. FY25 regional OP split: Germany (£52.1m), UK & Ireland (loss £5.8m), Australia and New Zealand (£3.6m), Rest of World (loss £4.3m).
10,000
FY24 FY25FY23FY22FY21FY20FY19FY18FY17
8,000
6,000
4,000
2,000
0
2,522 911 1,948 1,503
2,847 1,000 1,917 1,700
3,013 1,008 1,960 1,801
2,689 811 1,840 1,560
2,866 945 1,759 1,620
3,710 1,136 2,175 2,016
3,540 1,071 1,935 2,044
2,829
6,884
7,464
7,782
6,900
7,190
9,037
8,590
7,045
6,070
[XX]
729 1,629 1,858
1,624675 1,2852,486
Germany UK & Ireland
Australia & New Zealand Rest of World
250
FY24 FY25FY23FY22FY21FY20FY19FY18FY17
200
150
100
50
-50
27 63 42 81
41 69 47 86
42 66 49 91
17 48 17 53
13 40 12 31
40 52 43 76
36 32 29 100
19
212
243
249
135
95
210
197
105
46
3
12
6 68
Germany UK & Ireland
Australia & New Zealand Rest of World
0
1,500
FY24 FY25FY23FY22FY21FY20FY19FY18FY17
1,200
900
600
300
291 181 253 230
339 199 258 276
368 199 264 300
340 171 226 260
312 160 201 245
417 196 263 314
458 188 266 382
396
355
116 192
955
1,073
1,130
996
918
1,189
1,295
1,114
972
[XX]
140 226 352
309
Germany UK & Ireland
Australia & New Zealand Rest of World
0
9.4
4.7
15.2
17.7
10.4
13.6
22.0
22.7
22.2
40
30
20
10
0
-10
FY24 FY25FY23FY22FY21FY20FY19FY18FY17
UK & Ireland
Germany Australia & New Zealand
Rest of World Group
100
FY24 FY25FY23FY22FY21FY20FY19FY18FY17
80
60
40
20
33 7 10 14 15 21
9733 14 15 22
33 7 9 13 15 23
33 6 9 12 15 25
9534 12 14 26
2614119634
2514118636 25151011534
25151111533
Office Support Other
Technology A&F C&P Engineering
0
53Hays plc Annual Report & Accounts 2025

Sustainability in the
world of work
Our commitment and sustainabilityframework
At Hays we aim to be a purpose-led organisation, creating societal
value by investing in lifelong partnerships that empower people
and organisations to succeed. We recognise our responsibility and
the opportunity to positively contribute as a global organisation
and through our role in the world of work. In helping organisations
find the talent they need, and by placing candidates and workers, our
activities positively contribute to the economy, employment,
skills and livelihoods.
Our values help to define how we do business, and how we interact with our
many stakeholders. We recognise the benefit of shared-value creation as a key
driver for a more sustainable and equitable future, and our own ongoing
commercial success.
We are committed to sustainability in its widest sense, as defined by the
United Nations Sustainable Development Goals (UN SDGs) and our participation
in the United Nations Global Compact.
Our sustainability framework focuses on key Environmental, Social and
Governance (ESG) issues with purposeat its centre, driven by the individual
contributions of our colleagues.
As a people business that primarily contributes to societal value through
employment and the world of work, the societal category within the framework
is double-weighted.
Our sustainability
framework
Hays
purpose
Sharing expertise to
make a positive
social impact
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Governance Financial Statements Additional InformationStrategic Report
54 Hays plc Annual Report & Accounts 2025

Our approach
Addressing sustainability and enabling shared-value creation is
multi-faceted. It is about how we:
– Deliver for our clients whilst creating opportunities for workers
and candidates
– Utilise technology to drive efficiencies and service excellence,
whilst protecting important and sensitive data
– Mitigate and adapt to climate change
– Operate and work to high standards underpinned by
ethicalbehaviour
– Create an inclusive, engaging workplace for our colleagues
– Enable inclusive employment and contribute to communities
– Nurture a fair and equitable culture and ensure that
discrimination and labour exploitation are never tolerated.
The United Nations Sustainable Development Goals (SDGs) are a
roadmap for a more sustainable and equitable future. We have
integrated the SDGs into our approach. Considering our areas of
service expertise, business priorities and stakeholder impacts, we
found linkages to all 17 SDGs, with nine as most relevant, for us to
drive positive action.
We recognise sustainability as a key enabler and welcome the
scrutiny of our stakeholders. We report progress against objectives
and lay out our forward-looking objectives and targets. We provide
a performance summary in our Annual Report and Accounts and a
standalone Sustainability Report, which has more detail and
case-studies. We produce a Global Reporting Initiative (GRI) Index.
They are available on our website, www.haysplc.com/sustainability
Sustainability Report
and GRI Index
We have a PLC Board-level Sustainability Committee and a small
central Group Sustainability team. Together they enable the key
elements of strategic oversight and the guidance and support
required for the global organisation. In terms of collective action
and overall performance, all Hays colleagues are involved.
Through our business activities and this collective impact, we
create shared-value for stakeholders.
At our internal Hays Global Leadership Conference FY25, which
brought together our Executive Leadership Team (ELT) and other
senior leaders from across our global business, we took the
opportunity to show our support for sustainability and the UN
Global Compact by participating in their UN SDG Flag Campaign.
Materiality assessment
We have conducted a double materiality assessment to identify
our most relevant ESG issues in terms of stakeholder impacts,
financial risks and business opportunities. This work has been
part of our preparations for compliance with the EU Corporate
Sustainability Reporting Directive (CSRD) as well as to inform a
robust and meaningful sustainability strategy for Hays.
Given the importance of the materiality assessment, we subjected
our work to an external review, to give us confidence before we
undertake any further refinements and seek final approval of our
material impacts, risks and opportunities from the PLC Board.
More information on the integration of the SDGs and our
materiality assessment is provided in the Sustainability section of
our corporate website, www.haysplc.com/sustainability
We will continue to monitor the additional regulatory reporting
developments including the International Sustainability
Standards Board (ISSB) S1 and S2 standards and the incoming UK
Sustainability Reporting Standards.
External performance assessments
Benchmarks, ESG indices and ratings are helpful to understand
our performance and to inform improvement. Weparticipate in
the EcoVadis assessment process and feature in investor ratings
including S&P Global, Sustainalytics, MSCI andBloomberg. These
assessments help us benchmark our progress and continuously
improve our sustainability performance.
We are part of the FTSE4Good Index Series. Created by FTSE
Russell, the Index series is designed to measure the performance
of companies demonstrating strong ESG practices.
55Hays plc Annual Report & Accounts 2025

Ethics and compliance
Building on our sustainability commitments, our approach to
ethics and compliance ensures we operate responsibly and
uphold the trust placed in us by stakeholders.
Integrity forms the foundation of our corporate culture,
guidinghow we engage with candidates, clients, communities,
and each other. This is fundamental to operating as a responsible
and sustainable business. One of our most valuable assets is
ourreputation for doing the right thing wherever we operate,
andwe recognise that we can only remain a partner of choice
bymaintaining the trust that has been placed in us by
ourstakeholders.
As a signatory to the UN Global Compact, we support the Ten
Principles of the United Nations Global Compact on human
rights, labour, the environment and anti-corruption. We are
committed to making the UN Global Compact and its principles
part of our strategy, culture and day-to-day operations, and to
engaging in collaborative projects which advance the broader
development goals of the UN, particularly the Sustainable
Development Goals.
Sustainability continued
Group Compliance Policies
Underpinned by our Raising Concerns at Work Policy
Anti-Bribery &
Corruption Policy
Competition
Compliance Policy
Fraud Policy
Prevention of Tax
Evasion Policy
Hays’ policy framework includes a suite of compliance policies and associated procedures
Code of Ethics & Conduct
Purpose and Valued Behaviours
Governance, leadership and oversight
Our Board of Directors plays a crucial role in overseeing and
assessing our corporate ethics and compliance programme, and
in ensuring that our policies, procedures and controls are fit for
purpose and consistent with our valued behaviours.
The Audit and Risk Committee is responsible for overseeing the
global corporate ethics and compliance programme, and for
approving key ethics and integrity matters. The Sustainability
Committee oversees the Group’s sustainability responsibilities
and activities, including in relation to our culture, and social and
governance responsibilities and objectives.
Further information on Board Committees can be found in the
Corporate Governance Report.
The ELT, chaired by the Chief Executive Officer (CEO), is
responsible for the day-to-day management of the Hays
business and operations and for monitoring the detailed
performance of all aspects of our business. In this regard they
have overall responsibility for ensuring that the programme is
fully implemented and embedded wherever we operate.
It is common practice for our CEO, and members of the ELT, to
have ESG-related objectives set and agreed with the PLC Board.
This aligns leadership with key business sustainability goals in the
pursuit of long-term value creation.
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 employees, Directors and
officers 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.
Governance Financial Statements Additional InformationStrategic Report
56 Hays plc Annual Report & Accounts 2025

Purpose
and values
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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.
Global Ethics and Compliance function
This year we established a new global Ethics and Compliance
function. The function has responsibility for the design,
implementation, monitoring and continuous improvement of our
corporate ethics and compliance programme, including the
Raising Concerns at Work Policy and associated procedures. It
also provides materials and guidance to our regional businesses
on the implementation and embedding of our programme to
support consistent application across the Group.
Our Group Compliance Officer, Kate Chandley, was appointed in
April 2025. In this newly created role, Kate has responsibility for the
global Ethics and Compliance function and leads on the ongoing
development and implementation of our programme globally.
Kate reports to the Group General Counsel and Company
Secretary, with additional reporting to the Audit and Risk
Committee and Sustainability Committee, in addition to updating
the Board on the Raising Concerns at Work programme and
associated investigations.
The team
The global Ethics and Compliance function is supported by the
regional teams in GSC and EMEA, and a global network of
Integrity Champions, who each have responsibility for ensuring
the effective implementation of our programme across all
regions in which we operate. They also provide local guidance
and support to our business.
The function also works closely with other Group functions,
including People & Culture, Risk, Group Internal Controls,
InternalAudit, Company Secretarial, Group Data Protection
Officer, Finance, Sustainability, Legal, Compliance, Technology
andMarketing.
Our compliance risk management framework
57Hays plc Annual Report & Accounts 2025

the Audit and Risk Committee. Therole plays a critical part inthe
safeguarding of personaldata across all operations within the
Hays Group. Withadeep understanding of the unique
compliance challenges in our sector, Rob leads our data
protection programme to ensure thatcandidate, client, and
employee data is handled lawfully, ethically, and securely, whilst
also ensuring that Hays isadapting to new and emerging data
protection risks and stakeholder expectations.
Respect of human rights
Our Human Rights Statement sets out our approach to the
respect of human rights and is available to view on our website,
www.haysplc.com/sustainability
Human Rights Statement
In FY25, we carried out a global human rights survey to seek
assurance that our policy and working practices across the
Group align with our Human Rights Statement. The survey
spanned ten key focus areas. Our findings included:
– Strong global alignment with our Human Rights Statement,
with an overall score of 92%
– Scores of 80% or above for the majority of our ten key
focusareas
– A score of 73% for anti-slavery safeguards in relation to
placements, which is being addressed by our Modern Slavery
Working Group
– A score of 70% for freedom of association, which is reflective
of our business sector and context, in which unions and other
organised workforce bodies are less common compared to
other sectors.
Sustainability continued
Raising concerns at work
We appreciate colleagues who have the courage to raise
concerns, in the knowledge that our Speak Up programme forms
a vital part of our overall risk management framework, supporting
our business to learn, grow and improve.
We offer employees a confidential reporting channel, managed
by a third party, accessible by telephone or online, 24 hours a
day, 365 days a year. Employees may submit reports to the
confidential line anonymously in over 100 languages (to the
extent allowed under applicable law).
The Group has a policy of non-retaliation against those who raise
concerns with us in good faith.
Our business partners
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. Our Supplier
Code of Conduct is available on our corporate website, www.
haysplc.com/sustainability
Supplier Code of Conduct
Data protection
We recognise that having secure systems and robust working
practices for the protection of data is a key element of the trust
clients, candidates and other stakeholders place in us.
We continue to evolve our approach, by strengthening our global
cyber security and addressing our ways of working. This year we
appointed Rob Norris as our Group Data Protection Officer. Rob
reports into the General Counsel and Company Secretary, and
Case study: Navigating data
protection compliance, Spain
Case study: Collaboration
against modern-slavery, UK
Governance Financial Statements Additional InformationStrategic Report
58 Hays plc Annual Report & Accounts 2025

VAT/GST collected
Employment taxes collected
Other taxes
392
562
0.4
VAT/GST borne
Employment taxes borne
Other taxes borne
Corporate Tax borne
327
5
13
0.1
Taxes collected in FY25
£954m
Taxes borne in FY25
£345m
Modern slavery and human trafficking
prevention
Slavery and human trafficking are human rights abuses and have
no place in our business or in our supply chain. We aspire to
operate our business responsibly and uphold the highest
standards of conduct.
During the year, we strengthened our collaboration with the
Slave-Free Alliance (SFA) with a commitment to a new three-year
partnership. The SFA is a not-for-profit membership and
advisoryorganisation and is connected to the anti-slavery charity
Hope for Justice.
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
Modern Slavery Statement
Tax approach
In line with our commitment to ethical conduct and transparency,
we take a responsible and principled approach to taxation.
Taxation plays a vital part in funding public services. We manage
our tax affairs responsibly to ensure that the correct amount of
tax is paid in the appropriate jurisdiction at the right time. We do
not engage in artificial or aggressive tax planning arrangements.
We define such measures as transactions not driven by a valid
commercial outcome or transactions that lack significant
economic substance.
We do not condone the criminal evasion of tax. Should there be a
difference in interpretation of tax legislation by us and a tax
authority we will work collaboratively towards resolution. The total
amount of taxes we pay and collect is significantly more than the
tax we pay on our profits due to the nature of our business and
our services to clients.
Our tax strategy is available at www.haysplc.com/governance
Tax Strategy
Here we present our total Group tax contribution for FY25. This
includes taxes borne by and collected by Hays in relation to our
economic and employment activities. Taxes collected by Hays
are not a cost to the Group but instead are collected from
customers and employees on behalf of governments.
These comprise:
– Indirect taxes: VAT collected represents net VAT. We are
charged VAT (Input VAT) on our purchases of goods
andservices and we charge VAT (Output VAT) in turn on
ourservices. We account for this value-add or net VAT to
thegovernment.
– Employee taxes: These include employee income taxes,
employee social security contributions and similar payments.
59Hays plc Annual Report & Accounts 2025

Our people are key to our positive impacts and the difference we make in how we
do business; whether in the world of work, wider society or the environment.
Social
Purpose and impact
We recognise our unique opportunity to drive
positive impact through the world of work, and
that impact is greatest by nurturing an inclusive,
engaging and high-performing workplace.
Inclusive culture
We fostered a culture of inclusion and allyship through
our support for Employee Resource Groups, executive
sponsors, global structures, leadership training and a
focus on data.
84
th
Ranking in Top 100 Financial Times/Statista 2025
Diversity Leaders
44.9%
Female leadership at Hays
Engagement
Our new Group People &
Culture strategy progressed.
In UK&I, we were again a
’top improver’ in CCLA
Investment Management’s
corporate mental health
benchmark, achieving
tier2status.
70%
Global engagement score
Careers at Hays
We supported our people’s
development from early career to
senior leadership.
c.10k
No. of Hays
colleagues
Feedback from our culture
auditidentified Hays as ”a place
togrow”.
Community action: ‘Helping for your tomorrow’
Despite challenging business conditions engagement remained high with
volunteering focusing on inclusive employment for underrepresented and
disadvantaged groups.
27%
Volunteering participation rate
110+
Community partners
Sustainable business
highlights FY25
Sustainability continued
Governance Financial Statements Additional InformationStrategic Report
60 Hays plc Annual Report & Accounts 2025

Trust and respect
Strong and effective governance, high
standards of integrity and robust
compliance risk management are the
cornerstones underpinning respectful
relationships and the trust placed in us by
our stakeholders.
World of work
We focused on trusted relationships as part of
client service excellence and for positive
candidate experiences.
257,900
No. of roles filled
Human rights
We furthered collaboration with the Slave-Free
Alliance with a 3-year partnership agreement, and
developed and progressed a new action plan
addressing modern slavery risk.
We carried out our first global human rights
survey to assess policy and working practice
alignment with our Human Rights Statement.
92%
Human rights alignment score
Tax contribution
Taxes pay for important public
services. Our transparent tax
strategy ensures that any tax
due is paid in the appropriate
jurisdiction at the right time.
£345m
Taxes paid
Climate and nature
We are focused on driving meaningful climate action, minimising our
impacts, promoting environmental awareness and finding talent to support
growth of the Green Economy.
A 1.5°C reduction pathway
Our climate reduction targets are
approved by the Science Based
Targets Initiative.
-42%
Scope 1 & 2 market-based (from 2020)
-18%
Scope 3 supplier spend (from 2020)
Green Economy and
JustTransition
We have joined the UN Global
Compact Network UK’s Climate &
Human Rights Working Group.
In partnership with others,
weencouraged, developed and
placedthe skills and talent
required,for the transition to a
low-carbon economy.
Climate
performance
Finalist at the
GreenBusiness
Awards2025
B
CDP climate score
Global action
We supported Earth Day across every region with a
combination of Group communications and local
activities including environmental volunteering. With
the focus on energy, colleagues were encouraged to
undertake a digital tidy-up.
Climate-related investment
We invest in projects with a range of benefits including
carbon sequestration, biodiversity, health and
livelihoods. We are investing in forestry projects in Brazil
and Malawi and a cook stove project in India.
Governance
Environment
61Hays plc Annual Report & Accounts 2025

We continue to deliver against our social objectives, with measurable
progress across workplace engagement, inclusion, leadership diversity
and community impact.
Social
Volunteering
hours
13,602
FY24: 28,064
Volunteering
participation
27%
FY24: 41%
Women in
leadership
44.9%
FY24: 43.0%
Engagement
score
70%
FY24: 71%
Hays
colleagues
c.9.5k
FY24: c.11.1k
FY25 objective Progress and delivery
Revisit and refresh Hays’ global
People & Culture strategy with a
view to enhancing the attraction,
retention and engagement of
talent.
Status: Achieved
– Refreshed People & Culture strategy in place and presented to PLC Board in May2025
– Completion of a culture audit to identify our key strengths and opportunity areas in the
context of our Creating Tomorrow Together strategy
– Culture transformation plan in place with priorities for the 25/26 FYs agreed
– Development of new Valued Behaviours, Leadership Framework and Being your Best
Performance Framework complete – implementation in progress.
Deliver additional support and
tools for colleagues around
financial wellbeing and mental
health as part of overall wellbeing
strategy.
Status: Achieved
– Specialist financial wellbeing workshops delivered by financial education provider ‘FinWell’
– ‘Train-the-trainer’ session held with representatives from UK&I, EMEA, India, and Global
Enterprise Solutions for these colleagues to then launch Managing Well training regionally
– An external global campaign forWorld Mental Health Day 2024 was delivered, which
featured a series of videos shared via LinkedIn
– First EMEA-wide wellbeing challenge with countries competing for the highest
combinedsteps
– APAC held a Domestic and Family Violence Awareness session focused on recognising signs
of family and domestic violence
– Teams across Australia took part in the Dream Run fundraiser for our charity partner The
Smith Family, raising money to support education programmes for children living in poverty
– In Asia, we have aligned our wellbeing focus with two of our Employee Resource Groups. Our
W.E. Lead network and PRIDE groups both included a focus on financial wellbeing in their
quarterly community sessions.
Foster a culture of inclusion and
allyship with development of
Employee Resource Groups,
executive sponsors, global
structures, leadership training
and focus on data.
Status: Progressed
– Featured in the top 100 Financial Times/ Statista 2025 Diversity Leaders list: rising to 84
th
in
this year’s list, up from 154
th
– Equity standards agreed for globally consistent minimum parental leave offerings, with
introduction of care leave and inclusive language guidance
– Celebrated International Women’s Day 2025 globally with the theme of ‘Working for her
tomorrow’ and the ways in which we further support and enable women to thrive
– Pride 2025 focused on #UnitedInPride, and the importance of allyship. Leaders shared their
stories of what allyship means to them. Country activity included collaboration in ANZ with
The Rainbow Shoelace Project, participation in local Pride parades across the globe, and in
Germany, we were the main sponsor of the Christopher Street Day parade in Mannheim
– Hays ANZ awarded Bronze Tier Status in the Australian Workplace Equality Index (AWEI), a
prestigious make of recognition for LGBTQIA+ inclusion
– In Germany we established a new ERG called IMPULSE: Inclusion, Mental & Physical Health,
Participation, Unrestricted, Performance (German: Leistungsfähig), Safe Space, and
Empowerment, addressing taboos and stigmas surrounding disability and chronic illness
– In March 2025, the UK&I introduced a new Menopause Policy, and in June we received
external accreditation as a Menopause-Friendly Employer, the first recruitment consultancy
to do so.
Sustainability continued
Governance Financial Statements Additional InformationStrategic Report
62 Hays plc Annual Report & Accounts 2025

FY25 objective Progress and delivery
Expand awareness of the FAIRER
brand and the DE&I consulting
service offer, particularly in the
German market.
Status: Progressed
– Continued focus on the UK market in key business sectors – professional services, financial
services, media, and FMCG
– Furthered engagement with DE&I thought leaders through our expert interview series with
key DE&I and HR business leaders – this supports our mission of shaping and leading the
DE&I agenda
– Invested in the consultant team, hiring for new roles focused on marketing insights and clients
– Developed service offering and expanded our products from unconscious bias and inclusive
leadership to conscious inclusion and fairness and respect for all programmes
– German market deprioritised due to organisational structure of Hays
– We continued with other client-facing DE&I activities as part of the wider Hays' service
delivery and focus on core business, noting we divested FAIRER in July 2025.
Inspire and enable our people to
give back, delivering at least
25,000 volunteering hours and
attaining a 40%+
participationrate.
Status: Not achieved
– Tough business conditions and our pay structure, which is common to most recruitment
businesses, have resulted in a much lower activation rate for employee volunteering, despite
colleagues remaining highly engaged and supportive of ‘Helping for your tomorrow’
– We have a lower rate compared to last year (27% vs 41%), although this does still compare
favourably to industry peers
– Lower activation rate has resulted in an achievement of 13,602 volunteering hours this year,
which is down on last year, although there are similar levels of volunteering hours per person
(~5hours).
Further community impact with
‘Helping for your tomorrow’
reaching more than 8,500
individuals and exceeding 200k
community hours.
Status: Partially achieved
– We helped significantly more beneficiaries (39,311) than last year, however due to a lower
level of volunteering, we achieved a slightly lower level of community hours (192,618) than the
target figure.
FY26 objectives
Deliver FY26 priorities within the Hays global People & Culture strategy to accelerate talent attraction, retention and engagement
Launch and embed our new Valued Behaviours and Leadership Framework, to improve the engagement and performance of ourpeople
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
Our Priority SDGs Commitment to the UN Global Compact
Principle 5 – the elimination of discrimination
Case study: Wellbeing
support – a mental health
partnership, Italy
Case study: Flagship project
with royal backing, UK
Image: Homewards
63Hays plc Annual Report & Accounts 2025

Governance
We continue to strengthen our governance practices, delivering against key
objectives in compliance, transparency and stakeholder trust, underpinning how
we serve our clients and deliver in the market place.
No. of
clientsserved
c.35,000
FY24: c.37,000
No. of
roles filed
257,900
FY24: 282,700
Taxes
paid
£345m
FY24: £378m
Human rights
alignmentscore
92%
FY25 objective Progress and delivery
Complete gap analysis of EU
CSRD reporting requirements
and commence data collection
for business entities/countries
required to report in 2026.
Status: Achieved
– Gap analysis completed on existing reporting capability and EU CSRD requirements
– New project team formed as per impacts, risks and opportunities identified
– ELT-level Steering Committee established and convened
– External review conducted of our double materiality assessment review by Deloitte, as part of
pre-assurance considerations
– Monitoring of EU Omnibus review and similar requirements including the UK Sustainability
Reporting Standards.
Formulate action plan to
implement improvements as per
the Slave-Free Alliance (SFA)
recommendations and progress
in priority areas.
Status: Progressed
– Modern Slavery Working Group strengthened, with wider representation and a mandate
fordelivery
– Sought and incorporated SFA insights and guidance
– Continued SFA collaboration and entered a new 3-year partnership agreement
– SFA briefing prepared for PLC Board-level Sustainability Committee
– Group-wide communications on improvements and to mark the global Anti-Slavery Day
– External communications rolled out in conjunction with Anti-Modern Slavery Week
– Good progress on SFA recommendations across risk assessment, policy review, responsible
procurement, training and communications, due diligence and monitoring activities, and
escalationprocess.
Make further appointments
to the Information Security and
Data Protection (ISDP) team,
building capacity and road-
mapping the delivery of
consistent processes and
controls Group-wide.
Status: Achieved
– Operationalised new global ISDP function, with existing security operations transitioned to
Cognizant, our new managed IT services provider
– Launched key remediation projects to address critical capability gaps
– Independent assessments and red team exercises informed a prioritised security roadmap,
now actively progressing
– Established enhanced governance and new global cyber security standards
– Commenced deployment of new capabilities to improve cyber risk visibility, enable proactive
threat detection, and ensure a consistent and effective approach to cyber risk mitigation
across Hays.
Sustainability continued
Governance Financial Statements Additional InformationStrategic Report
64 Hays plc Annual Report & Accounts 2025

FY26 objectives
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
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
Complete the Group-wide data protection maturity assessment, with a view to road-map the required activities to position Hays as a
leader in data protection
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
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
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
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: Candidate care
and experience, Japan
Case study: Recognition for
client service, USA
65Hays plc Annual Report & Accounts 2025

Environment
We recognise that people, planet and economy are interconnected. We continue
with progress against our environmental objectives, advancing climate action,
supporting the Green Economy and promoting environmental awareness.
CDP climate
score
B
FY24: B Management Level
Scope 1 & 2
GHGemissions
-42%
against FY20
Total GHG
emissions
37,071
FY24: 51,503
Scope 3 GHG emissions
Purchase of goods and
services & capital goods
emissions
-18%
against FY20
FY25 objective Progress and delivery
Develop a clear process for
evidencing Group-wide
renewable energy sources and
deliver training with support
materials to enhance people’s
understanding and to encourage
further adoption of renewable
energy sources.
Status: Achieved
– Targeted renewable energy workshops held with those Hays countries which still need to
switch and evidence renewable supply
– Enhanced training and processes to better communicate what constitutes renewable
energy and how to evidence
– Central repository built and enabled to ease collation of renewables evidencing
– Slight increase in renewable energy reported at 37% (FY25) compared to 35% (FY24) .
Further our GHG reporting in
preparation for moving to
assurance and verification and with
consideration of futuretargets.
Status: Achieved
– Process further enhanced, with: additional trainings and briefings, updates to data collection
forms, creation of a sharepoint site to host guidance and reference materials and be the data
repository in addition to the external data platform, as part of enhancing data quality checks
– ERM CVS appointed to independently verify our data in pursuit of ‘Limited Assurance’
– Limited assurance attained for selected GHG metrics.
Develop a structured approach
for scope 3 emissions reductions
by targeting engagement with
suppliers and landlords.
Status: Progressed
– Supplier engagement workshop held to inform our future approach
– Delivered enhanced training and briefings heavily focused on the importance of obtaining
primary data from landlords, including the sharing of relevant request templates.
FY26 objectives
Develop an SBTi-approved Net Zero target and associated transition plan
Target carbon literacy and engagement across leadership population
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
Revisit with relevant data sets and forecasts our consideration of our climate risks and opportunities including the pricing
ofexternalities
Recalibrate the time and resource investment, with the opportunities relevant to key growth sectors and markets, that are
fundamental to the Green Economy transition
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
Sustainability continued
Governance Financial Statements Additional InformationStrategic Report
66 Hays plc Annual Report & Accounts 2025

Climate commitment and reporting
We set our targets in line with the Paris Agreement’s 1.5°C
trajectory and have approval from the Science Base Targets
Initiative (SBTi).
We have committed to:
– 50% reduction in scope 1 & 2 emissions by 2026
versus2020 baseline, as approved by the SBTi
(1.5°C trajectory)
– 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)
– 40% reduction in absolute scope 3 emissions from
business travel by 2026 against a 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
– 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.
Combined scope 1 & 2 GHG emissions
(TCO
2
e)
0
4,000
8,000
12,000
16,000
Target Emissions
2020
30 Jun
2022
20252024202320222021
Actual Emissions
The three graphs show our progress against our SBTi targets
with actual GHG emissions plotted against the target trajectory.
Our Climate Committee meets to consider climate-related risks
and opportunities as informed by reports on climate change and
the current and forecast effects. In line with the
recommendations of the Task Force on Climate-related Financial
Disclosures (TCFD) we provide further information in our TCFD
report. In the CDP Climate benchmark we are ranked B. We are
also ClimatePartner-certified. This recognises our good practice
approach to climate action.
This year we aligned our GHG reporting period with our financial
year, rather than reporting 3-months in arrears, in preparation for
new reporting requirements. Our reporting period for GHG
emissions is 1
st
July 2024 to 30 June 2025. With the change to
the reporting period we have restated our base year and data for
2024 to enable relevant comparisons and to track progress.
We gather data in relation to every office globally. Our GHG
emissions, methodology and calculations are in alignment with
the GHG Protocol corporate reporting standard. We have a Basis
of Reporting document which details how we prepare the data
we report on. We report across scopes 1, 2 and relevant
categories of scope 3, and in accordance with obligations under
The Companies (Directors’ Report) and Limited Liability
Partnerships (Energy and Carbon Report) Regulations 2018,
under which we follow an operational control approach.
Our total Scope 1, Scope 2 and Scope 3 GHG emissions have
been subject to Limited Assurance by ERM Certification and
Verification Services Limited (‘ERM CVS’). ERM CVS has provided
an Assurance Report with the assurance activities undertaken
and the resulting conclusion. Our Basis of Reporting document
and ERM CVS’ Assurance Report are available on our website,
www.haysplc.com/sustainability
Scope 3 GHG emissions from business
travel (TCO
2
e)
0
2,000
4,000
6,000
8,000
Target Emissions
2020
30 Jun
2022
20252024202320222021
Actual Emissions
Combined scope 3 GHG emissions from
goods and services & capital goods
purchased (TCO
2
e)
0
4,000
8,000
12,000
16,000
Target Emissions
2020
30 Jun
2022
20302024 2025 2026 2027 2028 2029202320222021
Actual Emissions
Basis of Reporting Document
and Assurance Statement
67Hays plc Annual Report & Accounts 2025

We focus on our carbon emission hotspots, i.e. those categories
which contribute the most to our total Group emissions. Key
actions include pursuit of energy efficiencies, switching to
renewables, transitioning our car fleet to electric vehicles,
reducing travel and favouring sustainable travel options, and
engaging colleagues, landlords and suppliers.
Our carbon reduction plan is available on our website, www.
haysplc.com/sustainability
Carbon Reduction Plan
Progress against base year
This year we reached the end of our first set of SBTi targets for
scope 1 & 2 and scope 3 business travel.
We are disappointed to have fallen short of our targets and
recognise that the progress we have made is mixed. We have
learnings to take forward as we focus on the delivery of our
remaining targets and begin to prepare our new targets.
We have learnt that it is important to have a robust reporting
process, dedicated sustainability resource, engagement of our
landlords, performance indicators aligned with our reduction
levers and a pragmatic level of ambition.
Sustainability > Environment continued
FY25 carbon emissions hotspots
10%
10%
18%
20%
12%
30%
Scope 1
Scope 2 market-based
Scope 3 Business travel
Scope 3 Purchased goods
and services
Scope 3 Employee
commuting and
homeworking
Scope 3 other
FY25 carbon emissions hotspots
Case-study:
Climate action, Australia
Case-study: Addressing the
green skills gap, Germany
Our scope 1 & scope 2 market-based emissions have reduced
42% against the base year. Whilst this is below the 50% targeted
reduction, we consider this a fair achievement. The reduction is
attributed to energy efficiencies and technologies, the adoption
of renewables, and switching where possible to electric vehicles
within our car fleet.
Our adoption of renewable energy supplies for our offices is
reported at 37%. We have not yet been able to significantly
increase our percentage as we are unable to substantiate and
therefore claim adoption of renewables in significant countries
such as Australia. We are also yet to secure renewable energy
supply in a number of target countries which are significant to
our overall Group emissions, such as the USA.
We are disappointed with our progress on business travel. We
have only achieved a 4% reduction against the base year, which
is substantially below our targeted 40% reduction. The demands
of a global business, the importance of client relationships and an
increasingly global strategy, have proved challenging for
reducing our business travel emissions. We recognise that we
need to embed our relatively new Sustainable Travel Principles
and give practical consideration as to how business travel is
addressed across emissions, business need and accountabilities.
This year we set out our new Group Environmental Policy
incorporating our Sustainable Travel Principles, which is available
on our website, www.haysplc.com/sustainability
Group Environmental Policy
Our supplier spend scope 3 emissions have reduced by 18%
against the base year. This includes the emissions calculated in
relation to scope 3 purchase of goods and services and scope 3
capital goods. We attribute this to changes in the amount of
supplier spend and suppliers becoming increasingly engaged in
the climate agenda. 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 28% against the base year
and our total intensity ratio per FTE has decreased by 12%.
Governance Financial Statements Additional InformationStrategic Report
68 Hays plc Annual Report & Accounts 2025

Hays’ scope 1, 2 and 3 emissions (1 July to 30 June reporting year) tonnes CO
2
e
2025 2024
(1)
(Restated)
2020
(1)
(Restated)
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 2024 )
UK and
offshore
Global
(excluding
UK and
Offshore)
Global
(Including
UK and
offshore)
% change
in total
emissions
(vs 2020
base year)
Scope 1
(2)
286 4,250 4,536 376 4,926 5,302 -14% 786 4,824 5,610 -19%
Operational fuel 125 423 548 70 675 745 -26% 12 734 746 -27%
Vehicle fuel 161 3,827 3,988 306 4,251 4,557 -13% 774 4,090 4864 -18%
Scope 2 market-based
(2)
317 3,402 3,719 373 4,364 4,738 -22% 1,805 6,699 8,504 -56%
Purchased electricity and
districtheating 289 3,384 3,673 345 4,262 4,607 -20% 1,805 6,686 8,491 -57%
Electric vehicles 28 18 46 28 102 131 -65% 0 12 12 -272%
Scope 2 location-based
(2)
532 4,001 4,533 565 4,593 5,158 -12% 1,259 6,251 7,510 -40%
Scope 3
(2)
2,152 26,665 28,817 3,093 28070 31,163 -8% 5,018 32,370 37,389 -23%
Business travel 216 6,372 6,588 368 6,199 6,566 0% 682 6,146 6,829 -4%
Fuel and energy-related
activities 183 2,149 2,332 189 2,561 2,750 -15% 496 3,110 3,606 -35%
Purchased goods and
services
(3)
7 10,950 10,956 8 10,061 10,069 9% 9 13,262 13,271 -17%
Capital goods 0 1,168 1,168 0 1,296 1,296 -10% 0 1,594 1,594 -27%
Waste
(4)
42 136 178 71 275 346 -49% 78 321 399 -55%
Employee commuting
andhomeworking
(5)
1,705 5,890 7,595 2,458 7,679 10,137 -25% 3,753 7,937 11,691 -35%
Total tonnes of CO
2
e 2,754 34,317 37,071 3,842 37361 41203 -10% 7,609 43,893 51,503 -28%
Emissions informing carbon-
related investments
(6)
(scope 1,
scope 2 and select scope 3) 1,001 16,173 17,174 1,306 18,050 19,356 -11% 3,769 20,780 24,549 -30%
Scope 1, 2 and relevant scope
3 intensity ratio per FTE 0.48 1.96 1.66 0.44 1.9 1.55 7% 1.19 2.19 1.94 -14%
Total intensity ratio per FTE 1.33 4.15 3.59 1.29 3.94 3.30 9% 2.41 4.63 4.07 -12%
Overall Group energy
consumption
(7)
3,301 30,350 33,650 4,043 34,011 38,054 -12% 8,763 33,411 42,174 -20%
FTE (average) 2,073 8,266 10,338 2,987 9,493 12,480 -17% 3,162 9,483 12,645 -18%
Progress year on year
Year on year we reduced our total Group emissions across scope
1, scope 2 and the majority of scope 3 categories, achieving an
overall reduction of 10%.
We increased emissions by 9% in relation to scope 3 purchase of
goods and services, which is in proportion to a higher supplier
spend year on year. Our business travel emissions remained fairly
consistent, reflecting the business need and the fact that we are
yet to fully embed our Sustainable Travel Principles.
We continue to invest in beyond-value-chain mitigation and have
selected quality projects in Malawi, Brazil and India, in respect of
our relevant FY25 GHG emissions. These include scope 1, scope 2
and scope 3 business travel and scope 3 transition and
distribution losses.
Year on year our intensity ratio per FTE has increased by 9%. This
is attributed to our office footprint having not reduced in line with
the number of colleagues in our workforce.
In addition to our own direct climate action we continue to help
clients find talent and skills to support the transition to a low-
carbon economy. We also partner with organisations such as the
Institute for Sustainability and Environmental Professionals (ISEP),
formerly known as IEMA.
1. We have restated our 2020 base year and 2024 as we have applied revised methodology
to allow us to report in alignment with our financial year rather than 3-months in arrears,
and to apply the latest emission factors. The 2020 base year emissions were restated,
with scope 1 increasing from 5,442 tonnes (3%), scope 2 decreasing from 8,541 tonnes
0.4% and scope 3 decreasing from 52,103 tonnes (28%). The scope 3 decrease has
largely resulted from using more recent EXIOBASE, rather than Quantis, emission factors
for the spend-based calculations that are relevant to supplier-related emissions. The
restated base year 2020 figures are used in relation to our Science Based Targets and
other commitments, to monitor and report our progress on reducing emissions.
2. Emission sources, which have had the corresponding FY25 GHG metric assured. Total
scope 1 (4,536 tonnes), total scope 2 market-based (3,719 tonnes), total scope 2
location-based (4,533 tonnes) and total scope 3 (28,817 tonnes) have been subject to
Limited Assurance by ERM Certification and Verification Services Limited (‘ERM CVS’).
3. Supplier-specific data has been used to calculate emissions for the top 30 suppliers
(which represent around 75% of Hays’ spend). Where available and identified, carbon
emissions disclosed in the public domain were applied. Out of the 30 suppliers,
supplier-specific emission factors were able to be determined for 13 suppliers, The spend
of these 13 covers around 46% of the total Group spend that has been included. Where
no such public data was available, EXIOBASE spend-based emission factors were applied
and adjusted for inflation.
4. Where primary waste type data was unavailable, municipal, plastic, glass, bio-waste and
paper waste at each site was assumed using office footprint estimates.
5. An employee survey was carried out to understand homeworking and commuting
patterns in FY24. If a country had a 10% or higher response rate, this data was used
to extrapolate for any non-responders. For countries with a less than 10% response rate, a
country-specific emission factor was applied for the commuting emissions, and for
homeworking, the calculation was based on the office attendance policy. Homeworking
emissions were based on an emission factor for the energy consumption of a single room
per day. We did not re-run the survey in FY25 but adjusted for change in FTEs and
reconfirmed home to office working patterns.
6. We use scope 1, scope 2, scope 3 business travel and scope 3 fuel and energy-related
activities to derive the minimum volume of carbon credits to invest in. These are not
carbon offsets. They are credits in respect of our beyond-value-chain mitigation
commitment.
7. 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, 2 and 3.
69Hays plc Annual Report & Accounts 2025

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 our overall risk management
strategy, which includes climate-related risks and opportunities,
and responsibility is delegated to the ELT. The Board-level
Sustainability Committee has further oversight in relation to
climate-related strategy. All receive climate-focused updates
with primary responsibility for addressing climate-related matters
being a matter for the ELT. The CEO, who sits on the Board and
runs the ELT, has overall accountability for climate-related
matters and risk appetite.
The Audit and Risk Committee assists in risk oversight as part of
overall corporate governance. The Group Risk Committee
reviews the effectiveness of the risk management systems and
process, including internal assurance of key controls to mitigate
identified climate-related risks.
The Group Risk Committee is responsible for assisting the ELT in
providing strategic leadership, direction, reporting and oversight
of the Group’s risk framework. The remit and responsibility of
the Committee covers the whole of the Group’s business.
Board of Directors
Top-down risk management
Ongoing risk mitigation and control review
Bottom-up risk management
Business leadership identifies, assesses,
monitors and manages risk
Audit and Risk Committee
Group Risk
Committee
Group
Enterprise Risk
Management
Internal
Audit
Sustainability Committee
Climate
Committee
Chief Executive
Executive
Leadership
Team
Net Zero
Working Group
Governance Financial Statements Additional InformationStrategic Report
70 Hays plc Annual Report & Accounts 2025

Recommendation 2: Assessment and management
The Climate Committee is responsible for identifying, reviewing,
and assessing climate-related matters and acting as a conduit
into risk management, business planning, the ELT and the
Sustainability Committee. The Climate Committee meets
annually and includes members of the ELT, the Chief Risk Officer,
the Group Head of Sustainability, the Group Financial Controller
and the Deputy Company Secretary. Initially responsible for
coordinating with third-party support to deliver climate-related
scenario analysis and for ensuring integration of climate-related
risks and opportunities into strategic and financial planning, this
group has evolved and matured to not only review risk and
opportunities connected with the future climate scenarios, but to
also consider the present manifestation of climate-related
impacts in relation to the risks and opportunities they present.
Internal Audit ensures that processes and controls to mitigate
climate-related risks are monitored and any weaknesses addressed.
The Net Zero Working Group, comprising global senior managers
and department heads, meets at least bi-annually with the remit
of supporting our GHG reporting and informing the projects
andactivities that progress our climate ambitions and GHG
emission reductions.
‘Green Labs’ is our global network of senior operators who are
focused on client and recruitment opportunities in relation to
ESG and Green Economy roles – specifically those which arise
from climate change and a transition to a low-carbon economy.
Pillar 2: Strategy
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 72).
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 time frame,
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.
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). This follows
assessment by the Climate Committee of climate impacts
evident during the year, the climate-related risks and their
mitigation, and the oversight provided by the Sustainability
Committee. 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 features in our Group risk register
but has not been deemed material and is therefore not
considered to be a principal risk.
71Hays plc Annual Report & Accounts 2025

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
This scenario, Current Policies,
assumes only currently
implemented policies
are preserved, leading to the
highest physical risks of all NGFS
scenarios. Emissions grow until
2080, leading to about 3°C of
warming and severe physical
impacts from climate and weather-
related events. This includes
irreversible changes such as sea
level rise.
– The need to plan for extreme
weather events (cyclones
andflooding) that disrupt
datacentres, impacting
business operations,
includingfee generation.
– Global or regional economic
disruption arising from the
impact on sectors with supply
chains that are heavily
concentrated in locations of
high risk.
General risks and
opportunities
Risks and opportunities that are
independent of climate scenarios.
This includes those resulting from
energy supply costs, technology
innovations and environmental
policies. In addition, voluntary
business-led climate action (despite
weak policies) and ongoing global
warming (despite strong policies)
can result in both transition and
physical climate-related risks.
– Increased extraction and
production costs for non-
renewable energy sources
result in exposure to increased
utility and rental 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 emerges to adapt
core services to grow market
share in emerging low-carbon
and sustainability markets in
response to non-climate-related
drivers such as technology
innovation, environmental
regulations, resource scarcity
and behavioural changes.
– The development and scaling of
new and emerging services to
support clients.
– 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.
– 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 of new, emerging
low-carbon and sustainability
markets, with implications for
client numbers and/or
increased costs associated
withbidding.
– Increased costs associated
withcarbon pricing for GHG
inventory, e.g. costs for
purchasing of certified
carbonoffsets.
Current Policies (3+°C) Both scenarios Divergent Net Zero (1.5°C)
Task Force on Climate-related Financial Disclosures continued
Governance Financial Statements Additional InformationStrategic Report
72 Hays plc Annual Report & Accounts 2025

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 in renewable sources are minimised,
resulting in lower rises in energy costs. Energy
costs may increase due to non-climate-related
drivers like increased energy production costs.
Low impact (£1.0 million annual profit)
Energy prices increase due to carbon pricing
and rapid renewable energy investment, but
are mitigated to some degree 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
Policy reaction remains low, resulting in minimal
shift in market towards a low-carbon economy.
Non-climate-related drivers (resource scarcity,
technology advancements, etc.) may still drive
change in market demand.
Medium impact (1% of annual net fees)
High policy reaction (carbon pricing and related
regulations) results in a shift in market demand
towards jobs supporting a transition to a
low-carbon economy.
R4. Changes in behaviour (5-10 years)
Loss of market share/earnings
and ability to attract and retain
employees (talent).
Minimal impact
Policy ambition remains low, resulting in
lessinfluence on customer and workforce
preferences for companies with
greenercredentials.
Low impact (0.5% of annual net fees)
Some shift in employee and customer
preferences to companies with
greenercredentials.
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
73Hays plc Annual Report & Accounts 2025

Risk (Timeframe) Current Policies (3+°C) Divergent Net Zero (1.5°C)
R5. Corporate GHG emissions (5-10 years)
Carbon fees for GHG inventory,
including costs for additional
purchasing of certified
carbon offsets.
Minimal impact
Policy reaction remains low, resulting in no
carbon pricing or additional regulations with
respect to regulating GHG emissions. Some
cost savings are still achieved through GHG
reduction measures.
Low impact (<£2.5 million annual profit)
High policy reaction results in rapid increases
incarbon pricing and related policy regulations
on GHG emissions.
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 damage (represented by decrease in
national GDP) from cyclonic events and flooding
is marginal: 4.5% (average for all locations) for
cyclonic events and 26% for flooding (Germany)
within the 5 to 10-year timeframe.
Minimal impact
Increased damage from cyclonic events
and flooding is minimal: 2.7% (average for
all locations) for cyclonic events and 16%
for flooding (Germany) within the 5 to
10-year timeframe.
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
Policy ambition remains low. Growth in the
clean-tech market is slow, resulting in less
growth in low-carbon markets. However,
non-climate-related drivers may still drive
growth in clean-tech.
High impact (>4% of annual net fees)
High policy reaction and fast clean-tech growth
drive new low-carbon markets. Significant
potential for expansion in low-carbon markets.
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 reaction remains low, resulting in no
carbon pricing or additional regulations with
respect to regulating GHG emissions. Some
benefit from general increase in energy
costs due to non-climate-related drivers
(e.g. supply, demand).
Medium impact (1-2% of annual net fees)
High policy reaction leads to high carbon
pricing and related climate regulations, in
addition to fast growth in the clean-tech sector.
This in turn creates a high demand for
recruiters who are committed to the transition
towards a low-carbon economy.
Task Force on Climate-related Financial Disclosures continued
Governance Financial Statements Additional InformationStrategic Report
74 Hays plc Annual Report & Accounts 2025

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
Specific climate R&Os (existing and emerging) are updated,
reviewed and assessed by the Climate Committee in an annual
review process.
Recommendation 7: Process for managing risks
The composition of the Climate Committee, the deployment of
the Group-wide enterprise risk management framework, and
other senior operational leaders being members of the Net Zero
Working Group, allow for a holistic, top-down and bottom-up,
view on key R&Os facing Hays.
The materiality of the R&Os is based on the likelihood (of an R/O
occurring) and impact (should an R/O occur) on business
strategy and operations. Priority is then given to R&Os with the
highest potential financial impact.
Opportunity (Timeframe) Current Policies (3+°C) Divergent Net Zero (1.5°C)
O3. Reduce business travel (0-5 years)
Reduce GHG emissions and
operating costs associated with
Hays’ business travel.
Minimal impact
Minimal policy reaction results in no carbon tax
on jet fuel. Reducing business travel still results
in significant cost savings.
Low impact (<2.5% million profit)
High policy reaction results in carbon pricing
on jet fuel and higher business travel costs.
A 40% reduction in Hays’ business travel
reduces existing travel costs and protects Hays
from cost increases due to carbon pricing.
O4. Reduce energy use in office spaces (0-5 years)
Reduce costs and emissions
associated with office
energy consumption.
Minimal impact
Minimal policy reaction results in no carbon
pricing or increase in energy efficiency
standards. Reducing office energy use still
results in significant operational cost savings.
Low impact (<2.5% million profit)
High policy reaction results in carbon
pricing and stricter energy efficiency
mandates. Reducing office footprint lowers
existing energy costs and minimises any cost
increases due to policy changes.
75Hays plc Annual Report & Accounts 2025

Recommendation 8: Integrating climate-related risks
Top climate-related risks are integrated into relevant risk
registers, which are reviewed by senior management and
consolidated annually to inform the risk management process.
Outputs from this risk assessment are shared with the Audit and
Risk Committee on an annual basis. The Executive Leadership
Team, 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.
The Climate Committee provides a further forum and
mechanism to help integrate climate-related risks, and to ensure
time is dedicated to appraising them.
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 risk
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 69).
Risk (Timeframe) Response strategy and FY25 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 and science-based targets, we continue
to target emission reductions as driven by our Net Zero Working Group,
andworking with our external consultants, ClimatePartner. 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).
We are working to support the transition to a low-carbon economy and
grow the related opportunities in new areas as demand for fossil fuels
declines. 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 and property, we are seeing it expand in
sectors such as finance and banking.
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.
Our recruitment focus on sustainability-related roles and ESG-related
roles launched in FY22. Demand for these roles continues, with clients
seeing opportunities as well as having to respond to legislative
requirements. We also 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
Task Force on Climate-related Financial Disclosures continued
Governance Financial Statements Additional InformationStrategic Report
76 Hays plc Annual Report & Accounts 2025

Recommendation 10: Targets used to manage risks
and opportunities
We have committed to:
– 50% reduction in absolute scope 1 and 2 emissions by 2026
against a 2020 baseline, as approved by the SBTi in line with
a 1.5°C trajectory
– 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
– 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
– 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.
Risk (Timeframe) Response strategy and FY25 actions Link to risks/opportunities
R4. Changes in behaviour (5-10 years)
Loss of market share/earnings
and ability to attract and retain
employees (talent).
We continue to communicate our climate strategy and progress to both
external and internal stakeholders. We do this via internal and external
webinars and communications which we run in conjunction with COP and,
the annual Earth Day. We publish progress in our Annual Report and
Accounts, Sustainability Report and Carbon Reduction Plan which are
available on the corporate website. We continue to participate in CDP
Climate and again in FY25 achieved the ‘B’ Management 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 our progress against our SBTs and seek to drive
emission reductions as our primary focus. In 2021, we invested in a beyond-
value-chain carbon mitigation project. We have continued to investment
relation to our scope 1, scope 2, scope 3 business travel and scope 3 transition &
distribution losses expanding the type and location of these projects.
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
77Hays plc Annual Report & Accounts 2025

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, e.g. 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 as driven by our Net Zero Working Group and
working with our external consultants ClimatePartner. We have a Carbon
Reduction Plan which we update and publish annually on our corporate PLC
website. 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 have continued to focus on reducing business travel with
new Sustainable Travel Principles as part of revisions prepared for our
Group Environmental Policy. 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
Task Force on Climate-related Financial Disclosures continued
Governance Financial Statements Additional InformationStrategic Report
78 Hays plc Annual Report & Accounts 2025

The Board has overall responsibility for the Group’s internal control
systems and for reviewing their effectiveness.
Managing risks to achieve our
strategicpriorities
We focus on key risks which could negatively impact the
achievement of our strategic priorities and objectives and,
therefore, on the performance of our business.
Risk governance – identifying, evaluating
and managing risk
The Board has overall responsibility for the Group’s internal risk
and control systems and for reviewing their effectiveness. This
has been designed to assist the Board in making better, more
risk-informed, strategic decisions with a view to creating and
protecting shareholder value. In practice, the Board delegates
the task of implementing its policies on risk and control to
management and needs to assure itself on an ongoing basis
that management is responding appropriately to these risks
andcontrols.
Ownership and responsibility for operational risk management and
controls is vested in the ELT by the Board, and the ELT provides
leadership and direction to ensure the Group’s overall risk-taking
activity is appropriate and cascaded to, and managed appropriately
with, employees in order that the business is operated within the
agreed level of risk appetite. Tomanage theeffectiveness of this,
both the Board and management needtorely on adequate line
functions, including monitoring andassurance functions, both
within the Group and with externaladvisers.
Bottom up
Business and
operationaland
emergingrisks
Top down
Group strategic and
emerging risks
Principal risks
First line of defence:
– Operational
management
controls
– Policies and
procedures
– Financial
reporting manual
– Internal control
policies
Ownership &
management
Second line of
defence:
– Financial control
– Security
– Risk management
– KPIs
– Compliance &
support functions
– Group Risk
Committee
Monitoring
& oversight
Third line of
defence:
– Internal audit
– External advisers
– Regulatory reviews
Independent
assurance
Three Lines of Defence
Governance of Principal Risks
Board, Audit and Risk Committee and Group Risk Committee
Risk Management Policy & Standards
As such, the organisation operates the ‘Three Lines of Defence’
model as a way of putting into practice the relationship
betweenthese functions and demonstrating how responsibilities
are allocated:
– The first line of defence: responsibility to own and manage risk
– The second line of defence: responsibility to monitor and
oversee risk
– The third line of defence: functions that provide independent
assurance
The Group Risk Committee (GRC), chaired by the Chief Risk
Officer and having been reset during FY24, has re-formed to be
centred around a smaller membership group in order to be more
agile and responsive surrounding key and material risks within
the Group. The GRC continues to assist the ELT and the Board in
providing strategic leadership, direction, reporting and oversight
of the Group’s risk framework, together with identifying any
emerging risks that may become apparent during the course of
the year. The GRC also offers the opportunity to review and
discuss changes in risk profile, from either an internal or external
perspective, including emerging risks. The Board and
management continue to consider emerging risks, to ensure
appropriate internal processes are defined in order to confirm
that emerging risks are reviewed and monitored across the
Group.
79Hays plc Annual Report & Accounts 2025

Principal risks continued
Risk identification and impact –
enterpriserisk management
The Board oversees the Group-wide enterprise risk management
framework, which allows for a holistic, top-down and bottom-up
view of key risks facing the business, with Hays’ risks being
analysed on a gross (pre-mitigation), net (post-mitigation) and
target risk basis. Risk registers are maintained at a regional,
country and function level, which are reviewed and approved by
their respective Boards and by senior management. These risks
are reviewed and consolidated in conjunction with the Group risk
register, which is reviewed at least annually by the GRC and
submitted to the Board thereafter, in order to enable it to carry
out its risk oversight responsibilities. This exercise involves a
current and forward look at various risks affecting the business
and prioritises them according to risk impact and likelihood,
which enables the Board to assess both the risks and the
effectiveness of the mitigations in managing those risks. Risks
covered include strategic, operational, financial and reputational
risks, as well as compliance and people-related risks. Each risk on
the risk register is assigned an appropriate owner, with current
and future risk mitigation procedures detailed, with the
continuing monitoring of these risks undertaken on an ongoing
basis to ensure that these are being reviewed and maintained
appropriately. The enterprise risk management framework and
emerging risk process is updated and presented to the Audit and
Risk Committee at least annually to allow the Board to assess the
effectiveness of the risk management processes and systems.
Risk attributes
When setting risk appetite the Board considers this in terms of
the following attributes:
– experience of the management team globally
– strong balance sheet, including the level of
operationalgearing
– clear and open communication channels
Our risk appetite
Responsibility for deciding the level of risk that the Group is
willing to accept is vested in the Board, and the principal risks
have been mapped through the risk appetite process in order to
identify the tolerance levels and to assess both the current and
future mitigating actions required.
From this exercise, the Board is able to determine what an
acceptable level of risk is for the Group, cognisant that Hays has
an established and proactive approach to measuring
performance and considers risk an integral part of the decision-
making process.
Due to the nature of the recruitment market, being a cyclical
business and sensitive to macroeconomic conditions, Hays
operates to a measured risk appetite position, due to the lack of
forward visibility of fees and, as a consequence, increases the
overall risk environment.
Emerging risks
Following the requirements of the UK Corporate Governance
Code 2018, in FY25, the Board again undertook a formal exercise
using horizon scanning to identify, assess and monitor emerging
risks that may impact the business. Risk discussions on both a
top-down and bottom-up basis seek to identify any changes
across Hays’ risk environment. The assessment considered
potential risks across a number of areas: Strategic/Economic,
Reputation/ Regulatory, Technology, and Environmental. Each
identified emerging risk was then plotted by impact and time
horizon onto an emerging risk radar.
Emerging risks and the horizon scanning process continues to be
embedded into the risk programme going forward, to further
ensure that emerging risks are being considered, captured and
monitored. The Board formally reviewed the emerging risks,
however the assessment did not require any significant changes
to the existing identified emerging risks.
Governance Financial Statements Additional InformationStrategic Report
80 Hays plc Annual Report & Accounts 2025

Description
Category and
trend Mitigation
A. Macroeconomic/cyclical business exposure
Following a strong economic recovery after the
COVID-19 pandemic, the global economic outlook
has further deteriorated over the last 24 -36 months,
with significant concerns that this could lead to a
global recession/economic slowdown.
This has been exacerbated by the continuing
invasion of Ukraine by Russia, which has also
impacted supply chains, and the ongoing Israel -
Palestinian conflict and military strikes between Iran
and Israel. In addition, tensions between the west
and Russia and the substantial tariffs introduced by
the USA, resulted in far reaching shock to global
trade, notably an opportunity for the US and a
significant risk for most other countries.
As a result, the levels of business confidence have
been negatively impacted, as businesses consider
Permanent and Temporary hiring decisions.
Candidate confidence and their propensity to
change jobs have also reduced.
The business continues to face cost pressure, with
our ability to increase prices limited due to greater
market pressure. We continue to focus on defending
and improving pricing going forward through
greater operational rigour and more dynamic pricing
where possible.
If we cannot drive consultant productivity forward, in
line with inflation (both our external pricing and
internal cost inflation) our conversion rate and
therefore underlying level of productivity will
bediminished.
Highly Focused Core Business
Financial
Where commercially advantageous Hays continues to look to
diversify its operations to include a balance of both Temporary
and Contract business and Permanent recruitment services to
Private and Public sector clients and operates across 31
countries and 21 sector specialisms.
We aim to build a highly focused core business through our
Five Levers strategy, by prioritising the sweet spots of the
recruitment market, our strategic levers will drive long-term
growth, increase profitability and enhance resilience. The
FiveLevers are: (1) growing our leading positions in the most
in-demand future job categories; (2) increasing our focus on
higher skilled, higher paid roles; (3) greater focus on resilient
and growing industries and markets; (4) building stronger
relationships with our clients and candidates; and (5) driving
anincreased proportion of non-Permanent fees across
thebusiness.
Progress is being made to further diversify the business to
reduce the Group’s reliance on Germany, UK and Australia,
which currently represent 62% of the Group’s net fees. The
strategic development of our eight Focus countries will be a
key driver of this diversification.
Hays’ cost base is highly variable and carefully managed to
align with business activity, and can be flexed and scaled
accordingly to react to the individual markets. Temporary and
Contract recruitment tends to be more resilient in times of
economic uncertainty or downturn.
During the year the business focused on delivering consultant
productivity and carefully managing costs. In FY25, our
consultant productivity grew by 5% and we delivered c.£75m
in annualised savings, c.£35m of which are structural, with
c.£40m due to a reduction in consultant capacity.
Continued review of standard Terms of pricing for Temporary
and Contract and Permanent business across the Group.
Ongoing focus on cost management initiatives, and
transformation projects to increase automation and reduce
costs. The Hays business model remains capital light and
highly cash generative with clear cashflow priorities, retaining
the flexibility to fund our technology investments and working
capital requirements.
The focused strategy is designed to capitalise on structural
growth opportunities, increasing business resilience and being
less prone to the economic cycle.
Risk trend
Increasing Decreasing No change
81Hays plc Annual Report & Accounts 2025

Principal risks continued
Description
Category and
trend Mitigation
B. Business model
The Group continues to face increased competition,
especially in mature markets where recruitment
methodologies and systems are more evolved and
competitive. There is also an increasing use of digital
technologies for recruitment services and an increasing
trend towards insourced recruitment models, especially
in the Permanent recruitment market.
In addition, generalist recruiters are entering
specialist markets, resulting in increased margin
pressures, which may materially impact the business
should Hays not continue to take appropriate actions
and respond and evolve effectively.
Social media (LinkedIn), internet-enabled digital
dynamics and recruitment value chain
disintermediation, together with the rate of
development in the use of Al and machine learning,
have continued to increase the risk to the Hays
business model.
Highly Focused Core Business
Operational
Financial
Strategic
Hays continues to monitor, assess and evaluate the current
service offering in-line with the Five Levers to drive long-term
growth, increase profitability and enhance resilience. This will
test the adaptability of the business model to evolving risks,
industry trends and opportunities, including social media, AI
and insourcing. We continue to invest in our online presence to
provide a high-quality customer experience. Our key
relationships, such as with LinkedIn, increase our exposure to
online professional networking and recruitment portals,
enhance our value proposition for both clients and candidates
and improve consultant productivity.
Our expert and specialist consultants are trained in utilising
and taking advantage of social media and other digital
technologies, to enhance their day-to-day activities in
providing the best-quality candidates for our clients. We
continue to leverage our broad geographical and sectoral
footprint to win and maintain a significant number of multi-
specialism contracts with large corporate organisations, which
strengthens our relationships with those clients and should
lead to an increase in our share of their recruitment spend.
Significant investment made in recent years has enhanced
Hays’ data science capabilities and has improved our approach
to engaging with candidates. We continue increasing
emphasis and focus in supporting candidates into bridging the
green skills gap and transitioning to sustainability-related roles.
Governance Financial Statements Additional InformationStrategic Report
82 Hays plc Annual Report & Accounts 2025

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 protect 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. The pressure on
retaining top talent has increased over the last
period of time as market conditions continue to be
challenging and levels of required business change
remain high.
In order to be ‘the best place for the best people’, this
requires a renewed focus on competitive
remuneration, flexible working, learning and career
development and succession planning, underpinned
by a positive, performance-focused and inclusive
culture, led by first-rate leaders.
Best Place for the Best People
People
Financial
As part of a refreshed People strategy, there is significant work
underway building on the foundations in place. In particular, a
review of remuneration principles and practices is in-flight. This
will include examination of fixed and variable pay, including
elements such as the long-term incentive scheme that is
offered to broadly 350 senior managers, which encourages a
performance-led culture and aids retention.
Following an in-depth audit of culture, work is underway to
refresh Hays’ values and leadership framework to ensure
future culture retains the best of the Hays’ spirit but is
refocused to ensure delivery of the new strategy. As a
consequence, and supported by the appointment of a new
Director of Talent & Development, Hays’ defined and
sustainable career development pathways and associated
learning and development will be updated. There is a clear and
structured approach today for new hires to build upon, starting
with a staged induction programme and ongoing training as
they advance their careers, supported by formalised
performance and career tracking.
As a result of the culture audit, work has recently been done to
create a more consistent and structured approach to
performance management under the banner of ‘Being my
Best’, supported by a focus on increased everyday feedback.
This will support colleagues in their ongoing development,
enable more focused career conversations, plus support
delivery of business goals.
Succession plans identify future potential leaders in the business
and produce individual development plans in which to harness
and cultivate talent. Increased focus on globally connected
succession planning, aligned with the refreshed articulation of
leadership, will be a key action for the year ahead.
The business has a demonstrable commitment to DE&I, green
credentials, colleague wellbeing, flexibility and corporate social
responsibility, and has set clear global and regional DE&I
objectives and action plans. As well as being the right thing to
do, it is important to the attraction and retention of talent into
the business, 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.
83Hays plc Annual Report & Accounts 2025

Principal risks continued
Description
Category and
trend Mitigation
D. Regulatory/compliance
The Group operates in 31 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.
Highly Focused Core Business
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
Enterprise 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 and 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 newly appointed 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 a Code of Ethics and Conduct, Supplier Code of
Conduct and a 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.
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84 Hays plc Annual Report & Accounts 2025

Description
Category and
trend Mitigation
E. Reliance on technology/cyber security
Our dependence on technology in our day-to-day
business, which includes delivery of IT efficiency and
infrastructure transformation programmes, means
that any systems failures due to technical issues or
malicious cyber attacks may have a significant
impact on our operations and the ability to deliver
our services if they continued for a number of days
and, as such, could negatively impact both our
financial performance and reputation, due to any
loss or theft of personal or commercially confidential
data following a cyber attack.
The threat of a cyber attack continues to increase in
both sophistication and volume and globally we
continue to see an increase in phishing attacks, social
engineering and malicious code being reportedly
added into software products, which could prove to
be an entry point for an attack. In addition, as the
reliance on third parties increases, notably as the
business utilises cloud services and support providers,
our exposure in this area also increases.
Innovate, Digitalise & Enable
Operational
Financial
Reputational
The Group’s technology strategy is continually reviewed to ensure
that the systems across the Group support its strategicdirection
with the Chief Digital and Technology Officer (CDTO) driving the
Technology transformationprogramme.
Across the Group we have established a dedicated ISDP officer
and security teams in order to ensure that the systems are
robustly protected from unauthorised access, both externally
and internally, ensuring system monitoring and antivirus
software are in place and up-to-date, with regular testing of
these environments by external providers.
Strategic partnership with Cognizant provides Security
Operations capability, enhanced monitoring and increased
levels of expertise, capability and capacity.
New global technology operating structure implemented,
incorporating new and enhanced capabilities across
ISDP,Enterprise Architecture, Portfolio Management
andProcurement.
Ongoing asset life-cycle management programmes mitigate
risks of hardware and software obsolescence.
Technology systems are currently housed in various data
centres across the Group and have the capacity to cope with a
data centre’s loss through the establishment of disaster
recovery sites. These are physically based in separate
locations, including the cloud, to the ongoing operations and
intrinsically linked to the business continuity plans. In order to
support this, robust due diligence on IT partners and software
products is undertaken.
85Hays plc Annual Report & Accounts 2025

Description
Category and
trend Mitigation
G. Data protection/privacy
The business works with high volumes of confidential
and personal data in all 31 countries under a variety
of laws and regulations. Failure to 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.
Many countries have or are in the process of
modernising their data protection laws including
enhanced enforcement capabilities, which has
increased the risk in this area.
Innovate, Digitalise & Enable
Legal
Financial
Reputational
The appointment of a Group Data Protection Officer (DPO) and
ISDP Officer has increased focus on this risk. Both the Group
DPO and ISDP Officer are implementing continuous
improvement programmes looking at all aspects of effective
data protection.
Policy and governance are being reviewed and enhanced, with
a priority on risk identification, control implementation, and
proactive mitigation strategies.
With the increased threat of cyber-attacks globally, further
attention has been focused in this area including a dedicated
ISDP officer, with security vulnerability assessed as part of the
ongoing IT strategy across the Group.
External advisers are engaged to perform regular external and
internal penetration tests, on both a physical and logical basis
on key sites, systems and operations, implementing the
required improvements resulting from such tests as part of a
continuous improvement process.
Annual training programmes are also reviewed and updated to
ensure the programmes reflect new regulations, where relevant.
Principal risks continued
Description
Category and
trend Mitigation
F. Artificial Intelligence (AI)
The increasing use of AI in recruitment is both a risk
and an opportunity for the business, with the rate of
development in AI over the last 12-24 months being
substantial. The increased use of AI and machine
learning technologies has the potential to
significantly disrupt, challenge and enhance our
business model.
It is key therefore that as a business we fully
understand the threat and opportunity this presents,
in order to keep pace with the speed of change in
this area, which includes the impact of increased
legislation, such as the EU Artificial Intelligence Act,
which specifically focuses in on recruitment as a high
risk area, with the potential of significant fines if
found to be in breach or non-conformance, which
could negatively impact our financial performance
and reputation.
Innovate, Digitalise & Enable
Operational
Financial
Reputational
More recently, the growth in AI has become increasingly
significant across different business sectors, and as a result the
business’s AI strategy is continually reviewed in the light of local
market trends and competitors’ activity. With the use of AI,
there is a shift in the job market, which gives the ability to pivot
job roles, with a resulting impact on the Five Levers strategy. AI
is not only limited to basic tools to help consultants create CVs,
the rapid growth in this area has seen use cases extended to
using complex pre-defined algorithms which are able to match
candidates from an available pool collected from different
sources to produce short lists of candidates.
The strength of Hays’ Legal and Compliance function to
navigate the complexities of regulation AI use in recruiting, and
support the responsible adoption of AI whilst taking account of
associated regulatory risks and ethical use, is an important
differentiator from those already in the sector that may not
have the same level of compliance. This is particularly
important in a context where client expectations around the
responsible use of AI are building.
As AI solutions are becoming increasingly popular in
supporting back office functions, where focus is given to
lowering the cost of processing, the opportunities of utilising AI
in these areas are constantly under review, with use cases
considered in terms of effectiveness and cost benefit analysis.
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86 Hays plc Annual Report & Accounts 2025

Description
Category and
trend Mitigation
I. 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. This transformation will
significantly reduce overheads, streamline
processes, and improve our overall operational
efficiency and effectiveness.
A lack of robust management of such Business
Transformation programmes could lead to delayed
delivery, excessive costs, inefficiencies and without
the necessary benefits being achieved.
Highly Focused Core Business
The current in-flight Business transformation programmes
(Finance transformation, Technology transformation), have an
approved business case and a steering committee of the core
project team that meets with representatives from key areas
involved or impacted by the project/programme. The steering
committee, together with the project team reviews progress
against the current program objectives and spend, and
approves any significant changes to both, in line with the
decision framework and delegated levels of authority.
A standard programme decision framework has been
established and ensures that all relevant approvals (legal,
security, finance, technology, procurement) have been
secured before any key stage gate decisions.
Description
Category and
trend Mitigation
H. Contracts
The Group enters into contractual arrangements
with clients, some of which can be complex and/or
with onerous terms, which can also be impacted by
local regulatory requirements, especially in relation
to Temp/Contracting markets, which can increase
the Group’s risk exposure, especially in more litigious
environments.
Highly Focused Core Business
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 in accordance with 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 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.
87Hays plc Annual Report & Accounts 2025

Viability statement
In accordance with the UK Corporate Governance Code 2018,
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
18-21 and 79-87).
Assessment Period
The Directors believe that a three-year period ending 30 June
2028 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 79-87.
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. The review has also considered the
potential impact of climate change on the Group, although as
disclosed in the TCFD Report on pages 70-77, Climate change is
not considered to present a material risk to theGroup.
Financial position
At 30 June 2025, the Group had net cash of £37.0 million
compared to cash of £56.8 million at 30 June 2024. The Group
had a strong working capital performance, with significant
management focus on cash collection, average trade debtor
days remained below pre-pandemic levels at 37 days (2024: 36
days). The Group has a history of strong cash generation, tight
cost control and flexible workforce management.
The Group successfully refinanced its revolving credit facility in
October 2024 at the increased value of £240 million. The new
facility will expire in October 2029 with options to extend by a
further two years by agreement. At 30 June 2025, £145 million of
the facility was undrawn.
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:
– FY26 net fees and operating profit in-line with the
approvedbudget
– Modest, single digit net fee growth in FY27 and FY28
– 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, including a worsening of the macroeconomic
environment and intensified competition, increasing inflation and
the potential impact of climate change, with a range of recovery
scenarios considered. The ‘Stress Case’ scenario assumes that
the Group experiences a severe further deterioration in market
conditions in H1 FY26, 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 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 in cash distributions to shareholders
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88 Hays plc Annual Report & Accounts 2025

Given the nature of the Temporary and Contract recruitment
business, significant working capital inflows typically arise in
periods of severe downturn, thus protecting liquidity as was the
case during the Global Financial Crisis of 2008/09 and which we
again experienced during the Covid-19 pandemic.
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 focus on building a more resilient business, underpinned by the
Group’s clear strategy and focus on operational rigour.
Furthermore, whilst our key markets have become increasingly
challenging throughout FY25, 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 above assessment, 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 over the three-year period to 30 June 2028.
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 of the Consolidated Financial Statements.
The Group successfully refinanced its revolving credit facility in
October 2024 at the increased value of £240 million. The new
facility will expire in October 2029 with options to extend by a
further two years by agreement. At 30 June 2025, £145 million of
the facility was undrawn, with Group at an overall net cash
position of £37.0 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. The Group is therefore well-placed to manage its
business risks. After making enquiries, the Directors have formed
the judgment 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.
89Hays plc Annual Report & Accounts 2025

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.
Policies or standards with which we
govern our approach Policy description Additional information and outcomes
Reporting requirements: Environmental matters, including climate-related disclosures
Group Environmental Policy Sets out how Hays is committed to respecting the environment,
taking climate action and contributing to environmental sustainability
through the world of work
Environment on pages 66 to 78
Carbon Reduction plan Public climate-related commitments including near-term science-
based targets as part of a wider ambition to be Net Zero by 2050
GHG reporting on pages 67 to 69
Task Force on
Climate-related
Financial Disclosures
N/A Climate-related financial disclosures as defined in
section 414CA(2a) Companies Act 2006:
Governance – (a) on page 70
Strategy – (d), (e) and (f) on page 71
Risk management – (b) and (c) on page 75
Metrics and Targets – (g) and (h) on page 76
Reporting requirements: Employees
Employee code of conduct Our People & Culture Transformation on page 34
Our DE&I approach on page 39
Driving employee engagement on page 37
Directors’ Remuneration Policy Remuneration Report on pages 126-152
Reporting requirements: Human rights
Modern Slavery Statement N/A Modern slavery and human trafficking prevention
on page 59
Supplier Code of Conduct Sets out how we expect our suppliers to behave as a business and
gives details on how to meet the expected standards
Our business partners on page 58
Human Rights Statement Sets out our approach for the respect of human rights Respect of human rights on page 58
Reporting requirements: Social matters
‘Helping for your tomorrow’, our
volunteering initiative
N/A Social objectives on page 60
Reporting requirements: Anti-bribery and anti-corruption
Code of Ethics and Conduct
Fraud Policy
Compliance risk management framework on
page 57
Anti-bribery and
CorruptionPolicy
Our Anti-Bribery and Corruption Policy sets out our expectations,
and the mandatory requirements, of our people in respect of bribery
and corruption
Anti-bribery and corruption policy on page 56
Raising Concerns at Work Policy Our Speak Up Policy provides guidance on raising concerns around
suspected illegal or unethical business practice affecting the Group
Raising concerns at work on page 58
Prevention of Tax Evasion Policy Prevention of Criminal Facilitation of Tax Evasion Our tax approach on page 59
N/A N/A Description of business model on page 18
N/A N/A Non-financial key performance indicators on
page 44
N/A N/A Description and management of principal risks
and impact of business activity on pages 79-87.
1. Following amendment of sections 414C, 414CA and 414CB of the Companies Act 2006 by The Companies (Strategic Report) (Climate-related Financial Disclosure) Regulations 2022, our
alignment with the new disclosure requirements is covered on pages 70-77 of our TCFD Report in the index table.
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.
On behalf of the Board
Rachel Ford
Company Secretary
20 August 2025
Governance Financial Statements Additional InformationStrategic Report
90 Hays plc Annual Report & Accounts 2025

Governance
How the Hays Board sets strategic direction and provides
oversight andcontrol
92 Chair’s introduction to governance
93 Governance at a glance
94 Board of Directors
97 Executive Leadership Team
99 Compliance with the Corporate Governance Code
100 Our governance framework
101 Division of responsibilities
102 Key activities of the Board
104 How the Board considered stakeholders in the year
106 How the Board monitors culture
108 Board effectiveness review
110 Nomination Committee Report
116 Audit and Risk Committee Report
124 Sustainability Committee Report
126 Remuneration Committee Report
153 Directors’ Report
157 Statement of Directors’ responsibilities
91Hays plc Annual Report & Accounts 2025

Chair’s introduction
to governance
Dear Shareholder
On behalf of the Board, I am pleased to introduce my first
Governance Report for the year ended 30 June 2025.
I am delighted to have been given the opportunity to chair Hays.
During my induction I was struck by many qualities about the
organisation: most notably the passion and commitment of the
Hays workforce to deliver for our clients and candidates, and the
excellent leadership team focused on performance.
Against a backdrop of challenging trading conditions and
external headwinds, the Board and ELT have remained focused
on delivering our strategy and are positioning the business for
growth when the market recovers.
The Board recognises that strong corporate governance lays the
foundations for our long-term sustainable performance and
underpins the delivery of our strategy. Below are some of our
FY25 governance highlights.
Board changes
I was appointed to the Board as a Non-Executive Director and
Chair Designate on 20 January 2025, and succeeded Andrew
Martin as Chair on 1 May 2025. On behalf of the Board, I would
like to express our thanks to Andrew for his outstanding
leadership and dedication over nearly eight years. During his
tenure, he successfully guided the organisation through a period
of significant and positive transformation.
I am personally grateful to Andrew for the generous support and
guidance he provided during my induction.
The succession and appointment process was overseen by our
Nomination Committee, led by our Senior Independent Director,
Cheryl Millington, with support from our Company Secretary,
Rachel Ford.
MT Rainey also stepped down from her role as an Independent
Non-Executive Director at the conclusion of the 2024 AGM in
November, having served on the Board for more than eight years.
We would like to thank MT for her contributions to the Board,
particularly in championing the voice of the employee and
leading the establishment of Hays’ first ESG Committee.
Following MT’s departure, Helen Cunningham assumed the role
of Designated Non-Executive Director for Workforce
Engagement, and Joe Hurd was appointed Chair of the
Sustainability Committee.
Board performance
Our focus continues to be on maintaining a strong Board that
adds real value to the business, with a diverse range of skills,
backgrounds and perspectives. In the year under review, we
were pleased to commission an externally facilitated Board
effectiveness review, conducted by Lintstock. In accordance with
the requirements of the Corporate Governance Code 2018
(the‘2018 Code’), the review assessed core aspects of
governance such as information flows, composition and
dynamics, as well as people, strategy and risk areas relevant to
the performance of Hays.
The review concluded that the Directors are well-aligned on key
priorities and are committed to monitoring and assisting in the
successful delivery of Hays’ strategy. In response to feedback on
the composition of Board Committees, in July 2025 the Board
agreed to restructure the membership of the Audit and Risk
Committee and the Remuneration Committee - both now
comprise three Independent Non-Executive Directors, rather
than all Directors, as was the case during FY25.
The Board review also identified a number of other priorities and I
look forward to implementing these in FY26.
Audit re-tender
In April 2025, our Audit and Risk Committee led a formal and
competitive tender process to select an auditor in accordance
with the Financial Reporting Council Minimum Standard.
Following a comprehensive process, the Audit and Risk
Committee recommended the reappointment of PwC LLP,
which was subsequently approved by the Board.
Governance Financial Statements Additional InformationStrategic Report
92 Hays plc Annual Report & Accounts 2025

Engaging with our stakeholders
Maintaining strong engagement between the Board and Hays’
key stakeholder groups continues to be a vital mechanism for
shaping our strategic thinking and informing the decisions that
guide how we operate as a business.
Since my appointment, I have held a number of meetings with
investors and was pleased to receive and discuss their feedback and
perspectives on a range of topics, from strategy to capital allocation.
Helen Cunningham, in partnership with Joe Hurd, hosted several
employee engagement sessions in the UK, US and Germany. The
insights gathered were shared with both the ELT and the wider
Board, ensuring that employee perspectives continue to inform
our thinking and decision-making.
Looking ahead
We will continue as a Board to maintain the highest standards of
corporate governance across the Group to support the delivery
of our strategy.
I would like to thank all my colleagues for their hard work and
dedication to Hays against a challenging backdrop this year.
Michael Findlay
Chair
20 August 2025
Governance at a glance
2025 Governance highlights
Succession planning
The appointment of a new Non-Executive Chair, General Counsel
& Company Secretary and CEOUK&I .
Culture and colleague engagement
Overseeing the evolution of Hays culture and informed through a
series of site visits and employee engagement sessions.
Group strategy
The Board invested a significant amount of time overseeing the
significant operational and strategic transformation and the risks
and opportunities associated with the Group strategy.
External Board review
Annual review of the effectiveness of the Board led by Lintstock.
Board tenure (as at 30 June 2025)
Board gender diversity Board ethnic diversity
Board member Tenure
Michael Findlay 0 years, 5 months
Dirk Hahn 1 year, 10 months
James Hilton 2 years, 9 months
Helen Cunningham 1 year, 4 months
Anthony Kirby 1 year, 3 months
Joe Hurd 3 years, 7 months
Cheryl Millington 6 years, 0 months
Susan Murray 7 years, 11 months
Zarin Patel 2 years, 6 months
Male
Female
56%44%
Asian/Asian British
Black/African/
Caribbean
/Black British
White British or
other White
11%
11%
78%
93Hays plc Annual Report & Accounts 2025

Board of Directors
Board Committees
A
Audit and Risk Committee
S
Sustainability Committee
R
Remuneration Committee
W
Designated NED for Workforce Engagement
N
Nomination Committee Committee Chair
Michael Findlay
N
Non-Executive Chair
Appointed: 20 January 2025
(IndependentNon-Executive Director)
1 May 2025 (Chair)
Career & 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
(until 28 July 2025).
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
Directors who served during the year
Andrew Martin
Andrew Martin stepped down from his position as Non-Executive Chair of the
Board and Chair of the Nomination Committee on 1 May 2025.
MT Rainey
MT Rainey stepped down from her position as Independent Non-Executive Director
and Designated Non-Executive Director for Workforce Engagement with effect
from the conclusion of the AGM on 20 November 2024.
Dirk Hahn
Chief Executive Officer
Appointed: 1 September 2023
Career & experience
Dirk has been with Hays for over 25 years and,
prior to his appointment as CEO, was a
member of the Hays Executive Board and
Managing Director of Hays Germany and
Continental Europe, Middle East and Africa.
During his tenure at Hays, Dirk has held several
roles,including CEO of Hays’ German
speakingcountries and Nordics, and Group
Head of Strategy.
Skills relevant to Hays
– Over 25 years’ Company experience
– Expertise in delivering on HR and staffing
industry strategy
– Extensive executive leadership and
industryexperience
James Hilton
Chief Financial Officer
Appointed: 1 October 2022
Career & 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 17 years’ Company experience and
understanding of Group’s operations
– Extensive understanding of stakeholder
andinvestment community needs
andengagement
Governance Financial Statements Additional InformationStrategic Report
94 Hays plc Annual Report & Accounts 2025

Joe Hurd
S
N
Independent Non-Executive Director
Appointed: 1 December 2021
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 into the tech sector, where
he was part of the founding management team
of Friendster and VideoEgg. 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 U.S. Department of
Commerce. Earlier in his career, he was a senior
executive of AOL, Gannett and Facebook.
Skills relevant to Hays
– Global experience in consumer-facing
technology businesses
– Specialist knowledge in ESG and
workforceengagement
External appointments
– Non-Executive Director and Designated
Non-Executive for Workforce Engagement,
Trustpilot Group plc
– Nominated member and Culture
Champion, Lloyd’s Council
– Chief Executive Officer & Managing
Director, Katama Group LLC
Option C
Helen Cunningham
S
W
R
N
Independent Non-Executive Director
Appointed: 1 March 2024
Career & experience
Helen is currently the Chief People Officer at
Inchcape plc, where she has responsibility for
People & 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
Anthony Kirby
R
N
A
Independent Non-Executive Director
Appointed: 1 April 2024
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
Cheryl Millington
A
N
Senior Independent Non-Executive Director
Appointed: 17 June 2019 (Senior Independent
Director 20 February 2024)
Career & experience
Cheryl is an experienced Non-Executive
Director, currently sitting on the boards of AXA
UK, Atom Bank and Orbit Private Holdings (an
investment vehicle of Siris Capital Group LLC).
Her most recent executive role was Group
Chief Executive of Equiniti Group plc. Prior to
this, Cheryl held Digital Director and CTO
Executive roles at Asda Stores Ltd, Waitrose
and Travis Perkins plc, and Managing Director
roles at HBOS plc, Innogy plc and National
Power plc. Cheryl has also served as a
Non-Executive Director 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, Employee
Champion and Remuneration Committee
Chair, Atom Bank plc
– Non-Executive Director, AXA Insurance
UKplc
– Non-Executive Director and member of the
Human Capital Committee, Orbit Private
Holdings Ltd
95Hays plc Annual Report & Accounts 2025

Board
Audit &
Risk
Committee
Nomination
Committee
Sustainability
Committee
†
Remuneration
Committee
Michael Findlay
(1)
2 of 2 – 1 of 1 – –
Dirk Hahn 7 of 7 – – – –
James Hilton 7 of 7 – – – –
Andrew Martin
(2)
6 of 6 – – – –
Helen Cunningham
(3)
7 of 7 4 of 4 4 of 4 2 of 2 5 of 6
Anthony Kirby
(4)
6 of 7 3 of 4 4 of 4 – 6 of 6
Joe Hurd 7 of 7 4 of 4 4 of 4 3 of 3 6 of 6
Cheryl Millington
(5)
7 of 7 4 of 4 4 of 4 – 5 of 6
Susan Murray
(6)
6 of 7 4 of 4 4 of 4 – 6 of 6
Zarin Patel 7 of 7 4 of 4 4 of 4 3 of 3 6 of 6
M T Rainey
(7)
4 of 4 2 of 2 1 of 1 1 of 1 2 of 3
Board and Committee attendance
Zarin Patel
A
S
N
Independent Non-Executive Director
Appointed: 1 January 2023
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 and
an independent member of the Audit and Risk
Committee of John Lewis partnership plc.
Susan Murray
R
N
Independent Non-Executive Director
Appointed: 12 July 2017
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 in strategy, marketing
and remuneration
External appointments
– Senior Independent Director and
Remuneration Committee Chair, Grafton
Group plc
– Senior Independent Director, Will Grant &
Sons Holdings Limited
Board Committee changes
At its July 2025 meeting, the Board
agreed to restructure Committee
membership in FY26. As at the date
of this report, the Audit and Risk
Committee and the Remuneration
Committee each comprise three
Independent Non-Executive
Directors, rather than all Directors
as was the case during FY25. This
change is reflected in the Directors’
biographies. The table opposite
reflects Board and Committee
attendance during FY25.
Board of Directors continued
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
andRisk Committee Chair, Pets at Home
Groupplc
– Non-Executive Director, Senior
Independent Director and Chair of the
Auditand Risk Committee of Anglian Water
Services Limited
– Non-Executive Director at HM Treasury and
Chair of the Audit and Risk Committee
– A trustee of National Trust
1. Michael was appointed 20 January 2025.
2. Andrew resigned on 1 May 2025 and did not attend the Nomination Committee meetings
considering his successor.
3. Helen was unable to attend a Remuneration Committee due to a long standing commitment.
4. Anthony was unable to a Board meeting due to a long standing commitment.
5. Cheryl was unable to attend a Remuneration Committee due to a long standing commitment.
6. Susan Murray was unable to attend a Board meeting due to a long standing commitment.
7. MT Rainey stepped down from the Board at the conclusion of the AGM on
20 November 2024.
Governance Financial Statements Additional InformationStrategic Report
96 Hays plc Annual Report & Accounts 2025

Executive Leadership
Team
The Executive Leadership Team (ELT) is our internal leadership team, established and led by our CEO. This team is responsible for the
day-to-day management of the Company’s operations, and for developing and implementing our long-term strategy. ELT members
maintain a regular dialogue with the Board and provide regular updates and recommendations at Board meetings throughout the year.
David Brown
CEO, Americas
David brings extensive experience in recruitment, operational management, and leadership of businesses from small-
scale start-ups to large enterprises. He has been with Hays for ten years and has 25 years of recruitment industry
experience in the US. Prior to his appointment as Americas CEO in 2023, David held various senior positions at Hays US,
including Head of Technology, and four years as Managing Director.
Matthew Dickason
CEO, APAC
Matthew stepped into the role of Asia Pacific CEO in March 2023, bringing nearly 20 years’ experience growing and
leading teams across the globe. Since joining Hays in 2005, Matthew has held various senior positions, including Group
Head of Strategy and Global Head of Enterprise Solutions. He has played a huge part in expanding Hays’ outsourcing
business - from closing major deals in the UK to transforming operations across Australia and Asia.
Dirk Hahn and James Hilton are Directors of Hays plc. Their full profiles are provided on page 94.
James Hilton
Chief Financial Officer
Dirk Hahn
Chief Executive Officer
Nigel Kirkham
CEO, Enterprise Solutions
Nigel joined Hays in May 2023 and has over 30 years’ experience of driving the growth of large global businesses.
Hisprevious role was with the global financial services business, TMF Group, where he was the Chief Client Officer.
Priortothat he was Chief Growth Officer at Avanade, the global tech company and joint-venture between Accenture
andMicrosoft. He was also a Partner at KPMG Consulting in the UK for a number of years, leading tech advisory for many
blue-chip clients.
Alexander Heise
CEO, Germany and CEMEA
Alexander is Chief Executive Officer, Germany and CEMEA, and Chair of the Management Board of Hays AG. He is
responsible for Germany as well as the regional business in Continental Europe, Middle East and Africa (CEMEA). Alexander
began his career with Hays in 2004 as a Key Account Manager. He has held various management positions within the
company, including Managing Director of Hays Talent Solutions GmbH. In July 2021 he was appointed Chief Strategic
Client Officer before being appointed CEO, Hays Germany and CEMEA in September 2023.
Christoph Niewerth
Managing Director, EMEA
Christoph joined Hays in 1999 as an Account Manager in Germany, progressing to Director of Contracting in 2008. In
2012, he became Chief Operating Officer, overseeing operations in Germany, Switzerland, Austria, Denmark, and Sweden,
and played an instrumental role in building our outsourced services business in Germany. Since 2023, Christoph has
served as Managing Director for the EMEA region, working closely with regional directors to guide business across
Southern Europe, Central and Eastern Europe, the Middle East, BeNeLux and France.
Appointments as at 20 August 2025
97Hays plc Annual Report & Accounts 2025

Leadership changes during the year
Tim Fulton stepped down as Chief Technology Officer in August 2025. Tim played an instrumental role in laying the foundations
in FY25 for a global approach to technology and we thank him for his contributions.
Rachel Ford
General Counsel & Company Secretary
Rachel is an experienced lawyer and company secretary and has worked both in private practice and in-house with
several large and complex organisations. Prior to joining Hays in August 2024, Rachel was General Counsel & Company
Secretary at Gatwick Airport. Rachel’s previous roles include Head of Group Legal and Chief of Staff to the CEO at Capita.
Felix Rippel
Global Head of Strategy
Felix is an experienced management consultant and brings broad expertise in go-to-market strategies, digital
transformation and operating model design. He joined Hays in 2022 as Head of Strategy for CEMEA and Germany and
was appointed as Global Head of Strategy in September 2024. Felix holds a doctoral degree in International management
with a focus on organisational resilience, as well as an MBA and a Master’s degree in management.
Mark Dearnley
Chief Digital and Technology Officer
Mark joined as our as Chief Digital and Technology Officer on 4 August 2025. Mark is an experienced technology leader
with a proven track record of delivering large-scale global digital and IT transformation in both the private and public
sectors. He has held senior leadership roles at companies including Vodafone, Inchcape, Boots, and HM Revenue &
Customs. Mark brings deep expertise in enterprise IT strategy, innovation, and operational delivery, with a focus on
improving customer experience, resilience, and efficiency.
Deborah Dorman
Chief People Officer
Deborah joined Hays in June 2024. She previously served as Director of Group HR at Sainsbury's, where she spent 16
years in a variety of people-related roles. During her time at Sainsbury's, Deborah was instrumental in leading people-
centred transformation, from cultural change to organisational effectiveness, and is focused on ensuring that people
strategies deliver commercial impact.
Julia Cames
Interim Chief Marketing Officer
(1)
Julia is a senior marketing and brand leader with international experience across global technology and e-commerce
organisations. She joined Hays in May 2023, and has held leadership roles at HubSpot and GetYourGuide. Julia brings
strong expertise in demand generation and brand strategy and is recognised for translating vision into scalable
programmes that drive commercial growth and customer loyalty. A graduate of La Sorbonne, Paris, in Sciences of
Information and Communication, Julia is committed to building teams that deliver impact at pace and scale.
Tom Way
CEO, UK&I
Tom joined Hays in June 2025 from SThree. His career began in technology recruitment in London, followed by launching
a recruitment life sciences and technology practice in San Francisco and later leading the European Life Sciences division.
His most recent role at SThree saw Tom as Senior Managing Director, overseeing operations in the UK, France, and
Belgium, and serving on the Executive Committee.
Executive Leadership Team continued
1. Julia Cames is interim Chief Marketing Officer covering for Inken Kuhlmann-Rhinow, Chief Marketing Officer.
Governance Financial Statements Additional InformationStrategic Report
98 Hays plc Annual Report & Accounts 2025

Compliance with
the Corporate Governance Code
In FY25, the Company conducted its annual assessment against the 2018 Code. The Board acknowledges the updated 2024 version of
the Code, which will take effect for the Company from the 2025/26 financial year beginning 1 July 2025. Consequently, the Company
will report against the 2024 Code for the first time in its FY26 AnnualReport.
For the financial period ended 30 June 2025, the Board confirms that the Company applied the Principles and complied with all
Provisions of the 2018 Code throughout FY25.
Board leadership and Company purpose Page
A – An effective Board 108
B – Purpose, values and culture 35-39
C – Governance framework and Boardresources 100
D – Stakeholder engagement 45-47, 104
E – Workforce policies and practices 56-69
Division of responsibilities Page
F – Board roles 100-101
G – Division of responsibilities 101
H – Non-Executive Directors 95-96, 101
I – Key activities of the Board in 2024 102-103
Composition, succession and evaluation Page
J –Appointments to the Board 111-112
K – Board skills, experience and knowledge 94-96, 111
L – Annual Board Effectiveness Review 108-109
Audit, risk and internal controls Page
M – Financial reporting, External Auditor and
Internal Audit
118-123
N – Review of 2025 Annual Report and Accounts 118
O – Risk management and internal controls 122
Remuneration Page
P – Linking remuneration with purpose
andstrategy
131, 145
Q – Remuneration Policy 131
R – Performance outcomes in 2025 130
99Hays plc Annual Report & Accounts 2025

Our governance
framework
The Board is committed to ensuring there is a strong and
effective system of governance in place to support the execution
of the Company’s strategy.
The Matters Reserved for the Board and the Terms
of Reference of all Board Committees are available
on our website.
Chief Executive Officer
Responsible for the day-to-day running of the Group’s business and performance, and for the development and
implementation of business strategy.
Board Committees
The Board delegates certain matters to Committees which report to the Board at every meeting.
The Committees’ Terms of Reference are reviewed and approved annually by the Board and can be accessed via our website.
Audit and 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
relationship with the External Auditor.
Remuneration Committee
Determines the Directors’ Remuneration Policy.
Approvesperformance-linked pay and share incentive plans.
TheCommittee also reviews workforce policies and practices.
Executive Leadership Team (ELT)
Responsible for helping the CEO implement strategy, meet commercial objectives and improve operating
andfinancial performance.
Executive
Nomination Committee
Assists the Board by keeping the Board composition under review
and makes recommendations in relation to appointments.
Sustainability Committee
Monitors and oversees the Group’s environmental, social and
governance responsibilities and activities.
The Board
The Board is the principal decision-making body in the Company. It is collectively responsible for promoting the long-term
success of the Company, for the benefit of all its stakeholders. It sets the Group’s strategy and provides support and
constructive challenge to senior management within a framework of effective controls.
Shareholders
The owners of the Company play a vital role in driving our governance standards. Through meaningful shareholder
engagement, we ensure that our strategic objectives align with our shareholders’ interests, and long term value creation.
Governance Financial Statements Additional InformationStrategic Report
100 Hays plc Annual Report & Accounts 2025

Whilst our Directors take collective responsibility for the activities of the
Board, some of our roles are described in greater detail below.
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 SID
– 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
Dirk Hahn 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 the
government and regulators, customers, 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
Division of
responsibilities
101Hays plc Annual Report & Accounts 2025

December
Q3
Key activities
of the Board
These pages offer an insight into key events and
discussions at Board meetings in FY25.
Board meetings are scheduled in accordance with a forward
planner, which is regularly reviewed and updated throughout the
year to reflect evolving priorities. The scheduling of meetings is
aligned with the business’s operational calendar, ensuring that
discussions take place at strategically appropriate times. 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 comprise 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 conducted with the Board and senior
management to engage in deep, strategic thinking, review
progress,identify opportunities and challenges, and set the
directionfor Hays’ long-term future. In FY25, the Strategy Day
tookplace in May 2025, at the London office. Presentations
coveredtopics such as Technology transformation, People &
Culture Strategy,market insights, and the competitive landscape.
The Boardengaged in discussions on strategic proposals, evaluated
progress in executing the strategy, and considered the ongoing
integration of a high-performance culture throughout thebusiness.
September OctoberJuly NovemberAugust
Q1 Q2
Q1 July
– Reviewed and approved the
FY25budget
– Board assessment of Group’s
emerging and principal risks, risk
register and heat map
– Reviewed output of FY24 Board review
– Board meetings held in Zurich,
including Deep dive on Alpine &
Nordics Region and Germany and
local Workforce Engagement sessions
– Deep dive on Finance transformation
programme
– Chair succession planning
processbegan
Q2 October
– Americas deep dive
– Group’s revolving credit
facility approved
Q2 November
– AGM
– Pension scheme
buy-in approved
– Deep dive on People
& Culture with CPO
– ELT succession
planning
– Deep dive on
Groupcosts
– Workforce
engagement
sessions in London
Q1 August
– Agreed the approach to the 2024 Annual
General Meeting and approved the
resolutions to be put to shareholders
forapproval
– Reviewed and approved the FY24
preliminary results, Annual Report &
Accounts and final dividend proposal
– Approved the appointment of new General
Counsel & Company Secretary,
RachelFord
– Reviewed and approved the 2024 Modern
Slavery Statement
Governance Financial Statements Additional InformationStrategic Report
102 Hays plc Annual Report & Accounts 2025

January
Q4 May
– Approved reappointment of PwC
– Strategy Day offsite at which topics
including the future strategic
direction, development and
ambitions of the business were
discussed in depth
– Reviewed results of employee
engagement survey and
cultureaudit
– Commenced an externally
facilitated review of the
Board’seffectiveness
– Workforce engagement sessions
in Tampa, US
– Reviewed capital allocation and
dividend policy
Key areas of Board focus
Activities Key decisions and outcomes
Strategy
– Regular reviews of the progress of the ‘Five Levers’ strategy, and
operational and back office restructuring
– Review of the Group’s Executive and Board succession plans
– Appointment of new Chair of the Board, General
Counsel & Company Secretary and CEO,UK&I
Finance
– CFO updates on Group trading performance, including market data,
budgets, outlook and cashflow
– Updates on cost efficiency programme
– Reviewed capital allocation and dividend policy, considering metrics
including cash flow and liquidity.
– Interim and full-year results and trading updates
– Received regular updates on the UK defined benefit pension scheme
– Approval of the interim and full-year results
– Recommended a final dividend of 0.29p per share
– Approval of the FY25 budget and operating plans
– Approval of Pension Scheme Buy-in
Deep dives
– Considered detailed updates on the Americas, German and UK&I
businesses and discussed local market conditions and progress in
addressing the identified challenges
– Finance transformation programme
– Decision to close operations in Chile, Colombia, Rio
de Janeiro and Campinas
Governance
– Review of programme of work with Slave-FreeAlliance
– External Board review with Lintstock
– External audit tender
– Approval of FY24 Modern Slavery Statement
– Approved the Audit and Risk Committee’s
recommendation to reappoint PwC
February March April May June
Q3 Q4
Q3 January
– Announced appointment of Michael Findlay as
Chair Designate
– Approved appointment of Tom Way
asCEO,UK&I
– Discussed trading performance and
prioritiesfor H2
– Deep dive on the UK&I business to
understandlocal market conditions,
challenges and opportunities
– Reviewed updates on cost
efficiencyprogramme
Q3 February
– Reviewed and approved H1 25 interim results and
interim dividend
– APAC deep dive
– Approved interim dividend
– Deep dive on Finance transformation
– Technology update from CTO
– Reviewed Latam business case and decision taken to
close operations in Chile, Colombia, Rio de Janeiro,
and Campinas
Q4 April
– External audit
tendermeetings
103Hays plc Annual Report & Accounts 2025

How the Board
considered stakeholders in the year
The following pages describe how the Board engages with its key stakeholders
and their influence on the Board’s decision-making. These pages should be read
in conjunction with the broader stakeholder disclosures on pages 45–47 of the
Strategic Report, which explain how the business engaged with each stakeholder
group during the year.
At Hays, we are committed to upholding the highest standards of
corporate governance, which underpins the integrity and trust at
the core of our long-term stakeholder relationships. The Board
places strong emphasis on incorporating stakeholder
perspectives into its decision-making processes.
To support this, key stakeholder considerations are included in
Board papers, ensuring that Directors are equipped with a
comprehensive understanding of stakeholder interests. This
enables the Board to make informed, balanced decisions that
reflect the diverse needs of our stakeholders.
Shareholders
The Board maintains strong lines of communication with
shareholders and proactively engaged with them during the
yearto understand their views on matters such as strategy
andperformance.
– The Board is provided with an investor relations update each
period, which gives an overview of investor feedback and the
Head of Investor Relations and the Company's brokers
regularly provide verbal feedback at Board meetings on the
investor relations programme.
– The Chair of the Board has held meetings with investors to
discuss strategy, performance and capital allocation policy.
– Susan Murray, our Remuneration Committee Chair, engaged
with investors to explain proposed changes to the FY26 PSP
metrics and weightings.
– The CFO hosted quarterly results presentations and took
questions from investors and analysts.
– The Executive Directors and Investor Relations team
participated in roadshows and events across the world with
the investor community.
Annual General Meeting
At the 2024 AGM, all resolutions were passed, with voting in
support ranging from 74.28% to 100%.
Resolutions 13 (Reappointment of PwC as auditor), 16 (Authority
to allot shares) and 17 (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. 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
2025 AGM as they provide appropriate flexibility in line with
investor body guidelines.
Employees
– The Board received regular updates on colleague sentiment,
including on the results of the 2025 Pulse survey that collected
colleague feedback from all areas of the organisation.
– Helen Cunningham and Joe Hurd engaged directly with
employees through their workforce engagement sessions in
the UK, Germany and the USA. This was a good opportunity
for the Board to gain a better understanding of colleague
sentiment, as well as the operations in the regions and
throughout the business, while allowing colleagues to gain a
better understanding of the role of the Board. In addition to
their regular Board calendar, Non-Executive Directors also
visited various Hays offices to meet with colleagues and
enhance their understanding of the business and
colleagueviews.
– The CEO and CFO, in conjunction with the ELT, hosted regular
town halls and senior leaders calls to update on strategy,
performance and the output of employee engagement surveys.
Candidates and clients
– Regular updates were provided by the CEO to the Board on
operational priorities to deliver a high-quality customer
experience, which included the themes from customer
feedback, helping to further the Board’s understanding of
what our customers value.
– Frequent cyber security updates were also provided, to give
the Board visibility of efforts to mitigate cyber risks across the
business and protect client and customer data.
Stakeholders
1
Employees
2
Candidates
3
Clients
4
Shareholders
5
Society
6
Suppliers
Governance Financial Statements Additional InformationStrategic Report
104 Hays plc Annual Report & Accounts 2025

Section 172(1) statement
During the year the Board has acted in accordance with section 172(1) of the Companies Act 2006. Each Director has acted in
the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members
as a whole. We believe that in order to progress our strategy and achieve long-term sustainable success, the Board must
consider all stakeholders relevant to a decision and satisfy itself that any decision upholds our values.
Further information on how section 172(1) has been applied by the Directors can be found throughout the Annual Report:
Section 172 duties Relevant disclosure and page number
Likely consequences of Board
decisions in the long term
Chief Executive Officer’s review on pages7-9
Our strategic priorities on page 20
Key performance indicators on pages 42-44
Stakeholder engagement on pages 45-47
Financial Review on pages 10-13
Principal Risks and Uncertainties on page 79-87
Statement of Viability on pages 88
Materiality Assessment on page 55
Interests of theCompany’s
employees
People & Culture on page 21
Key performance indicators on pages42-44
Stakeholder engagement on pages 45-47
How the Board Monitors Culture 106
Need to foster theCompany’s
business relationships
withsuppliers, customers
andothers
Our strategic priorities on page 13
Creating value for our stakeholders onpage 16
Customers on page 32
Stakeholder engagement on pages 45-47
Materiality Assessment on page 515
Sustainability Committee Report on page 124
Impact of the Company’s
operations on the community
and environment
Our strategy priorities on page 13
Stakeholder engagement on pages 45-47
and104
Environment on page 66
Sustainability Committee Report on page 124
TCFD disclosure on pages 70-77
Desirability of theCompany
maintaining a reputation for
high standards of business
conduct
Stakeholder engagement on pages 45-47
Key performance indicators on pages42-44
People & Culture on page 21
Sustainability and the world of work onpage 48
Principal Risks and Uncertainties on pages 79-85
Board evaluation on page 108
Division of responsibilities on page 101
Annual Report on Remuneration on page120
Need to act fairly between
members of the Company
Stakeholder engagement on pages 45-47
and104
S. 172(1) statement on page 105
We have set out some examples below of how the Directors have had regard to the matters in
section 172(1)(a)–(f) when discharging their Section 172 duty and the effect on certain key
decisions taken by them in FY25.
Pension buy-in
1
4
In December 2024, the Board approved a full buy-in of the defined benefit pension scheme. This decision was made following careful
consideration of the financial and operational implications for the Company and its stakeholders.
In reaching its decision the Board considered the buy-in to be in the best interests of stakeholders, as it reduced the Company’s
financial risk and eliminated the annual £18.2 million deficit funding contribution. By transferring all financial and demographic risks
associated with the scheme’s liabilities to a regulated insurer, the transaction enhances the predictability of future cash flows and
strengthens the Company’s balance sheet. For pension scheme members, the buy-in provides greater security of benefits, as all future
payments are now fully insured. The transaction reflects the Board’s commitment to responsible financial management and to
safeguarding the interests of shareholders, employees and pensioners alike.
Dividend assessment
1
2
3
4
5
In August 2025, the Board recommended a final dividend for 2025 of 0.29 pence per ordinary share. The Board takes regular feedback
from its shareholders on the most appropriate way of returning capital, both in meetings with the Chair and with the CFO at investor
roadshows. When reviewing the capital allocation and dividend policy in 2025, the Board assessed all areas of the Company’s
performance and the stakeholder impact ahead of determining whether a Group dividend should be paid. This included an assessment
of the proposed dividend, and the historic dividends paid, in the context of the Company’s current level of profitability and affordability.
Consideration was also given to the interests of shareholders and investor expectations to earn a fair return on their investment. Finally,
the Board considered the legal requirements under the Companies Act 2006 to ensure that the Company has sufficient distributable
reserves to pay the proposed dividend and that the dividends would not impair the Company’s ability to continue as a going concern.
105Hays plc Annual Report & Accounts 2025

How the Board
monitors culture
Focus on people
The Board received several updates on Hays’ People & Culture
strategy from the CPO, which included reviewing the results of
the culture audit and the wider cultural evolution plans. You can
read more about this on pages 34-39.
Designated Non-Executive Director for
Workforce Engagement
Our Designated Non-Executive Director for Workforce
Engagement is Helen Cunningham, who was appointed on
20 November 2024 when MT Rainey stepped down from the
Board. Helen regularly engages with the workforce through
various formal and informal sessions and serves as the ‘employee
voice’ in the boardroom. During the year, with support from Joe
Hurd, Helen has held workforce engagement sessions in Tampa,
US, Mannheim, Germany and in the UK. Through her
engagement activities, Helen is able to identify key areas of
feedback, views and concerns from the workforce and report
these to the Board. This work has continued to provide valuable
insight and guide the Board on a range of strategic discussions.
More information about the themes raised during Helen’s
engagement sessions are provided on page 107.
Board visits
Board members regularly visit Hays offices and attend leadership
events to gain further insight into Hays’ culture by meeting
colleagues and to hear the key messages being shared with
colleagues about strategy, performance and future plans.
Your Voice and Pulse surveys
Employee engagement surveys are one of the principal tools the
Board uses to gauge employee sentiment and gather candid
feedback from all areas of the Group. The Board spent a
significant amount of time reviewing the results of the FY25 Pulse
survey. You can read more about this on page 37. The
Sustainability Committee and Board will continue to monitor
actions being taken in response to employee engagement
surveys over the course of FY26.
Ethics and compliance
The Company uses a third-party-operated, confidential ‘Raising
Concerns at Work’ helpline. The Board receives regular reports
detailing the number and nature of whistleblowing instances and
associated investigations.
Compliance-focused updates, such as reviewing the programme
of work to strengthen our policies and working practices that
address modern slavery and human trafficking, help to give the
Board visibility of the overall compliance culture at Hays. The Board
recognises that it should lead by example, which is why Board
members complete the same mandatory learning as colleagues.
Town halls
Throughout the year, the CEO, CFO and the ELT held town hall
meetings, which Hays employees were invited to attend.
Thesediscussions took place at significant points in the year,
such as following key financial results announcements.
The Board uses several tools to monitor and assess culture, listen to colleagues
and act on what they say.
2024 2025
Culture Monitoring Activities Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun
Designated Non-Executive Director for Workforce
Engagement update to the Board/Sustainability
Committee
Workforce engagement session with colleagues
Workforce surveys
Town Hall meeting attended by the Hays plc Directors
Governance Financial Statements Additional InformationStrategic Report
106 Hays plc Annual Report & Accounts 2025

What does a typical colleague engagement session
look like?
In FY25, I hosted employee engagement sessions in the UK, US
and Germany. These sessions were conducted in small groups
and included colleagues from all levels of the organisation,
representing a broad range of roles and tenure. All sessions
follow a structure aimed at fostering collaboration and open
communication, which is often tailored to addressing current
activity or opportunities and challenges impacting a specific
region or sector of our workforce. They are also an ideal forum to
help colleagues understand the role of the Board and to connect
with strategy and their role in delivering this.
Most recently, I met with 45 colleagues from various
departments across our US business over six dedicated
colleague engagement sessions held in Tampa, Florida. US and
Canada colleagues joined both in person and remotely, and
among those attending were a variety of colleagues with less
than two years’ tenure. Colleagues are invited to ask questions on
any topic they feel is of importance to them and these sessions
explored an array of themes impacting the US, Canada and the
wider business. It is also an great opportunity for recognition to
be given to employees on behalf of the Board.
What themes have emerged from employee
engagement sessions this year?
Throughout FY25, we were pleased to hear consistently positive
feedback reflecting a strong sense of commitment to Hays. Key
themes included the value placed on supportive line managers,
the quality of training provided, and a collaborative and inclusive
culture across the organisation. Employees also shared
constructive feedback on areas for improvement, notably
highlighting the need to enhance back-office efficiency and
transformation programmes and to more effectively leverage
emerging technologies to maintain competitiveness in a
challenging market environment.
How has the Board responded to workforce
feedback this year?
The Board recognises the importance of employee voice in
shaping Hays’ culture and strategic direction. Following each
engagement session, I provide feedback to the Board and
executive management on recurring themes and areas for
improvement, which are factored into the People &
Culturestrategy.
In focus: Workforce Engagement
Q&A with Helen Cunningham
The Board recognises the
importance of a healthy culture for
the delivery of strategy and is highly
committed to the workforce
engagement programme allowing
the employee voice to be heard
and acted upon.”
Helen Cunningham
Designated Non-Executive Director for
WorkforceEngagement
107Hays plc Annual Report & Accounts 2025

Year 3 – FY27
Internally led review: A self-
assessment evaluation
Year 2 – FY26
Internally led review: A self-
assessment evaluation
Board
effectiveness review
The following pages provide insight into the Board’s review of its effectiveness
and performance in FY25.
The Board operates a three-year cycle of evaluations. Year one of the cycle comprises an externally facilitated evaluation. Years two and
three are internally facilitated reviews using a questionnaire format. In line with the best practice requirements of the 2018 Code, FY25
was an externally facilitated review. Whether facilitated internally or externally, the annual Board effectiveness review provides a valuable
opportunity to assess the Board’s effectiveness in fulfilling its responsibilities, review progress against prior feedback, and set priorities
for the year ahead.
Year 1 – FY25
Externally led review: A detailed,
independent assessment of the
Board, its Committees and
individual Directors
FY24 internal review
In FY24 the Board carried out an internal review using an online self-assessment tool provided by Independent Audit Limited.
During FY25, the Board made progress on a number of areas highlighted for improvement:
Action identified Progress against action in FY25
Board reporting: Opportunity to improve
the quality of Board reporting to better
facilitate focused Board discussions
In FY25 the decision was taken to partner with Board Intelligence as our board portal
provider and to benefit from AI-powered Board reporting tools.
Executive succession planning:
Continued focus is required on executive
succession planning and talent
management
Successful appointment and induction of new CEO, UK&I Tom Way. There is continued
focus on increasing Board exposure to potential executive successors and developing
the talent pipeline.
Technology as strategy: continued focus
required on execution of the new
technology operating model, use of AI
and cyber preparedness.
Oversight of the progress being made to implement the technology operating model
was a significant area of focus for the Board and Audit and Risk Committee in FY25.
People and culture strategy: Continued
focus on employee engagement and the
Company’s purpose and values
The Board received several updates on the development of the People & Culture
strategy and reviewing the results of the culture audit.
Board effectiveness review cycle
Governance Financial Statements Additional InformationStrategic Report
108 Hays plc Annual Report & Accounts 2025

Key findings
Lintstock found that the Hays Board engaged
well with the Board review process, with the
Directors taking the opportunity to reflect on
the changes taking place at Board level and
within the business. Lintstock observed that the
Directors were well-aligned on key priorities
and committed to monitoring and assisting
with the successful delivery of Hays’ strategy.
The handling of the Chair transition received
particularly positive feedback, and the Board
was seen to benefit from a strong composition
and effective dynamic.
The FY25 review was carried out independently by Lintstock in accordance with
the requirements of the Corporate Governance Code 2018.
The 2025 Review took place soon after the change of Chair, during a period when the Board was adapting to new leadership against a
challenging market backdrop. The Review adopted a slightly lighter-touch, proportionate approach that was respectful of the Directors’
time commitment during this period, while still bringing a strong external lens through tailored scoping and independent analysis of the
findings. Lintstock is an advisory firm that specialises in board reviews and has no other connection with theCompany or individual
Directors. In line with the Corporate Governance Institute’s Principles of Good Practice relating to external reviews and guidance on
reporting on board performance reviews, Lintstock has reviewed the disclosures relating to the evaluation set out within the Annual
Report and has agreed that they reflect accurately both the process followed and the findings of the review.
Methodology
The Review identified a number of priorities for the Board, including:
– continuing to monitor the progress of the strategy and the transformation
– further enhancing the Board’s level of external insight in the context of a rapidly
changing market
– maintaining a strong focus on succession planning and talent management.
As part of the Review, Lintstock provided an analysis of the Hays Board relative to
the Lintstock Governance Index, which comprises around 60 core Board
performance metrics from over 200 Board reviews that Lintstock has recently
facilitated. This helped the Directors to understand how the Hays Board compares
with other organisations, putting the findings into context.
Lintstock’s findings were shared with the Chair and then discussed at the July Board meeting. Actions were
agreed for implementation and monitoring.
Board Discussion
July 2025
Lintstock analysed the findings from the surveys and delivered a focused report documenting the findings,
including a number of recommendations to increase effectiveness.
Lintstock briefed the Chair and Company Secretary on the results, supplemented by peer benchmarking to
place the Board’s performance in context.
Analysis and
Delivery of
Reports
June 2025
Board members completed surveys assessing the performance of the Board and each of its Committees.
Each Director also completed a self-assessment questionnaire addressing their own performance.
Completion of
Surveys
May 2025
Scoping and
Tailoring
April 2025
The scope and objectives of the Review were agreed following a briefing meeting with Lintstock.
Lintstock collaborated with the new Chair and the Company Secretary to design a bespoke line of enquiry
tailored to the business needs of Hays.
As well as covering core aspects of governance such as information flows, composition and dynamics, the
Review considered people, strategy and risk areas relevant to the performance of Hays. The Review had a
particular focus on the following areas:
– identifying priorities for the new Chair
– the Board’s oversight of Hays’ strategic and commercial journey
– committee structure and membership arrangements.
109Hays plc Annual Report & Accounts 2025

Dear Shareholder
Following my appointment as Chair of the Nomination
Committee, succeeding Andrew Martin, I am pleased to present
this report on the Committee’s work during FY25.
This year, the Committee dedicated significant time to the
Non-Executive Chair succession process, led by our Senior
Independent Director, Cheryl Millington. We also considered the
findings of the 2025 external Board effectiveness review,
facilitated by Lintstock, which confirmed the Board continues to
operate effectively while identifying areas for further
development in FY26.
During the year, the Committee continued to implement its
Board Diversity, Equity & Inclusion Policy and reiterated its
commitment to the Parker Review and FTSE Women Leaders
Review targets on ethnic and gender diversity.
Looking ahead to FY26, senior management succession planning
will be a key priority, with a continued focus on developing a
diverse and robust pipeline. We will also continue to reappraise
the balance of skills and experience on the Board to ensure we
clearly identify and understand the areas in which we need to
enhance our skills mix.
The sections that follow provide further detail on the Committee’s
activities and priorities over the year.
Michael Findlay
Chair of the Nomination Committee
20 August 2025
This year, the Committee remained focused
onensuring strong leadership, effective
successionplanning and Board composition
aligned with Hays’ strategic priorities and
evolving market landscape.”
Nomination
Committee Report
Role of the Committee
The role of the Committee is summarised below and
detailed in full in its Terms of Reference, a copy of which is
available on the Company’s website.
The main 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
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 94 to 96.
The Committee meets as required and did so on six
occasions during the year, and attendance by members
can be seen on page 96. The CEO attends byinvitation.
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 the Chair of the Board
– 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 111 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
– CPO update on succession planning for Executive
leadershiproles
– Reviewed the Board Diversity, Equity & Inclusion Policy to
ensure it remained aligned with the requirements of the
Listing Rules, best practice and the Company’s DE&I strategy
– Recommended to the Board the appointment of new Chair of
the Board
– Reviewed the Committee’s Terms of Reference
The Committee’s Terms of Reference are available
on the Company’s website
Governance Financial Statements Additional InformationStrategic Report
110 Hays plc Annual Report & Accounts 2025

Directors’ key skills and experience
Dirk
Hahn
James
Hilton
Michael
Findlay
Helen
Cunningham
Joe
Hurd
Anthony
Kirby
Zarin
Patel
Cheryl
Millington
Susan
Murray
Strategy and M&A
Finance
Audit and risk
Market transformation
Technology and innovation
AI
International experience
ESG
Strategic peopledevelopment and
organisational culture
Recruitment industry, sales
Customer
Board succession planning
The Committee has a rigorous and transparent procedure for the appointment of new Directors to the Board. When the need to
appoint a Director is identified, such as when another Director is approaching the end of their tenure on the Board, the Committee
reviews the experience, skills and knowledge required, taking into account the Board’s skills matrix and existing composition. The skills
matrix above details some of the skills and experience considered to be important to the execution of our strategy. The skills matrix is
reviewed at least annually.
We engage executive search firms to develop a diverse list of possible candidates who meet the role specification. Suitable candidates
are then interviewed by Committee members. This year the search process for a new Non-Executive Chair was led by the Senior
Independent Director, with support from the General Counsel & Company Secretary. Further detail on the work led by the Committee
this year is set out in the table below:
Board succession planning activity Process and Outcome
Tenure of Non-
Executive Directors and
review of Director
independence
Appointments to the Board are made for initial terms not exceeding three years and are ordinarily limited
to three such terms in office, subject to recommendation from the Nomination Committee, taking into
account individual contribution, length of service of the Board overall and its future needs.
In its succession planning, the Committee takes into consideration that the 2018 Code indicates that
Non-Executive Directors should not serve more than nine years on a board.
Preparation for
recruitment
As Andrew Martin was approaching his nine years on the Board, the Committee led by the Senior
Independent Director was tasked with reviewing the succession planning for his role as Chair of the Board
and Chair of the Nomination Committee.
During FY25, the Committee appointed executive search firm Russell Reynolds, who are independent of
the Company and all the Directors, in addition to being a signatory to the voluntary code of conduct for
executive search firms, to support with the search for a new Non-Executive Chair.
The Committee considered the skills and experience required against the skills and experience of our
Board using the skills matrix. Based on this, tailored recruitment criteria and a role specification were
developed to outline the skills and experience required of the new Non-Executive Chair.
Shortlisting and election The Committee ensured that the recruitment process was conducted in line with the Board Diversity,
Equity & Inclusion Policy, in particular that diverse candidates from a wide variety of backgrounds were
included in the shortlist. Interviews were conducted by the Committee members, with support from the
CPO and the General Counsel & Company Secretary.
111Hays plc Annual Report & Accounts 2025

Nomination Committee Report continued
Board succession planning activity Process and outcome
Appointment Following an extensive selection process, the Committee recommended the appointment of Michael
Findlay, in succession to Andrew Martin.
The Board confirms that, in accordance with Provision 9 of the 2018 Code, Michael Findlay was
independent on his appointment to the Board.
Succession and
induction
On appointment, Michael Findlay took part in a tailored and comprehensive induction programme
designed to give him a thorough understanding of the Group’s business, governance and stakeholders.
You can read more about this on page 115.
Executive Leadership Team succession planning
Succession planning at executive level continued to be an area of focus for the Committee and during the year it led the process to
appoint the new CEO, UK&I and General Counsel & Company Secretary. Please see the table below for more detail:
CEO, UK&I In October 2025, it was announced that Simon Winfield would be stepping down as Managing Director, UK&I .
A small working group was formed consisting of the CEO and the CPO. The working group was
responsible for the day-to-day oversight of the recruitment process to ensure progress was being made
against the agreed plan. The working group, with the assistance of Egon Zehnder, a consultancy which
are independent of the Company and all the Directors, in addition to being a signatory to the voluntary
code of conduct for executive search firms, led the search. Egon Zehnder conducted an internal and
external market scanning exercise to produce a diverse longlist ofcandidates.
The Chair and other members of the Committee considered the candidates and reviewed a list of
shortlisted internal and external candidates. This was followed by an extensive interview process, which
included interviews with the Chair and members of the working group. Following interviews, Tom Way
was recommended to the Board.
Following approval by the Board, Tom Way was appointed as the CEO, UK&I with effect from 1 June 2025.
General Counsel &
Company Secretary
In January 2024, Doug Evans announced his intention to retire as General Counsel & Company Secretary
after 11 years of tenure.
The recruitment process for Doug’s replacement was led by a working group of the Chair of the Board,
CEO and CPO, with assistance from Hedley May, a consultancy which is independent of the Company
and all the Directors and a signatory to the voluntary code of conduct for executive search firms. The
working group reviewed a list of shortlisted internal and external candidates, which was followed by an
extensive interview process. Following approval by the Board, Rachel Ford was appointed as General
Counsel with effect from 12 August 2024 and as Company Secretary with effect from 26 August 2024.
Conflicts of interest
In line with their statutory duties, our Directors must: report any
changes to their commitments to the Committee; immediately
notify the Company of actual or potential conflicts or a change in
circumstances relating to an existing authorisation; and complete
an annual conflicts questionnaire. Any conflicts or potential
conflicts identified are considered and, where appropriate,
authorised by the Board in accordance with the Company’s
Articles of Association. A Conflicts of Interest Register is
maintained and reviewed periodically, which sets out any actual or
potential conflict of interest situations which a Director has
disclosed to the Board and any practical steps to be taken to avoid
conflict situations. When reviewing conflict authorisations, the
Board considers any other appointments held by the Director as
well as any applicable findings of the Board performance review.
Director re-election
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.
Consequently, all current Directors will be standing for re-election
at the Company’s AGM on 19 November 2025 to serve on the
Board to promote the long-term success of the Company. 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.
Governance Financial Statements Additional InformationStrategic Report
112 Hays plc Annual Report & Accounts 2025

Board diversity
The Board believes that a diverse Board, with Board 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 2025, 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 2025
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
2025 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 10 77%
Women 4 44% 1 3 23%
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 12 92%
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 8%
Other ethnic group 0 0 0 0 0
Not specified/prefer not to say 0 0 0 0 0
113Hays plc Annual Report & Accounts 2025

Nomination Committee Report continued
Board induction and development
We have a comprehensive and tailored induction programme in
place for Directors when they join the Board to ensure their
smooth transition and enable them to gain an understanding of
all major aspects of the business. This includes an introduction to
our strategy, culture and values, alongside our governance
framework, and sustainability strategy. When joining the Board, a
new Non-Executive Director typically meets individually with each
Board and ELT member, and with senior leadership from key
areas of the business to gain an insight into their respective areas
of responsibility, as well as with key advisers. The General
Counsel & Company Secretary briefs new Directors on Company
policies, Board and Committee procedures, and core
governance practice, which includes Directors’ duties and the
Market AbuseRegulation.
They also receive induction materials, including recent Board and
Committee papers and minutes, strategy papers, investor
presentations and copies of the schedule of Matters Reserved
for the Board and the Board Committees’ Terms of Reference.
More detail about the Chair’s induction is on page 115.
The General Counsel & Company Secretary ensures that
Directors are provided with updates on changes in the legal and
regulatory environment in which the Group operates. These are
incorporated into the annual agenda of the Board’s activities
along with wider business and industry updates; the Chair also
keeps under review the individual training needs of Board
members. In addition, the Group’s principal external advisers
provide updates to the Board, at least annually, on the latest
developments in their respective fields, and relevant update
sessions are included in the Board’s strategy meetings.
Board effectiveness review
During FY25, the effectiveness of the Board and its Committees
was evaluated through an external review led by Lintstock.
Detailsof the process and key outcomes are set out on
pages108-109.
Board Committee composition
At its July 2025 meeting, in response to feedback from the
FY25Board review, the Committee and the Board reviewed the
composition of the Board Committees. It was agreed to transition
from the previous structure — where all Directors were members
of both the Audit and Risk Committee and the Remuneration
Committee — to a more streamlined approach. This change is
intended to enhance the efficiency and effectiveness of the
Committees. With effect from 4 July 2025 each of these
Committees comprised three independent Non-Executive
Directors. Thecurrent membership is reflected in the Board
biographies onpages 95-96.
Training and development
Throughout the year, Directors received regular briefings from
management and external advisers to deepen their
understanding of the business and its operating environment.
This included a ‘Voice of the Investor’ session delivered by UBS at
the May 2025 Strategy Day.
Priorities for the year ahead
The Committee, together with the Board, will increase its focus
on succession planning at Executive and senior management
levels to promote effective leadership succession, and ensure
that such succession is fully aligned to the Group’s strategy.
Board induction programme
An induction into our
strategy, culture,
values, and
governance
framework and
sustainability strategy
Introduction
toHays
Induction materials,
including recent
Board and
Committee papers
and minutes, strategy
papers, investor
presentations,
Matters Reserved for
the Board and
Committees’ Terms
of Reference are
shared on the Hays
Board portal
Induction
materials
Briefing from
Company Secretary
on Company policies,
Board and
Committee
procedures, and core
governance practice
Company policies
and Board
procedures
Individual meetings
with Board, ELT
members and
external advisors to
ensure new Directors
gain an insight into
their respective areas
of responsibility
Director &
Executive
briefings
Governance Financial Statements Additional InformationStrategic Report
114 Hays plc Annual Report & Accounts 2025

Q: What attracted you to Hays and what were your
first impressions?
I was drawn to Hays by its strong reputation as a global leader in
specialist recruitment, its clear purpose, and its commitment to
people — both internally and externally. The Company’s focus on
delivering long-term value through deep sector expertise and its
investment in technology and innovation really stood out.
From my first interactions, I was impressed by the energy and
professionalism of the teams, the openness of the culture, and
Q&A with Michael Findlay
Non-Executive Chair
the genuine emphasis on collaboration. There’s a clear sense of
pride in the organisation, and a shared ambition to make a
meaningful impact for clients, candidates, and colleagues alike.
Q: After a few months at Hays, how would you
describe Hays’ culture?
Hays has a dynamic and people-focused culture. There’s a strong
sense of purpose and pride in the work, with teams genuinely
committed to delivering value for clients and candidates. What
stands out is the openness — people are approachable,
collaborative, and keen to share ideas.
Q:What do you see as the Board’s priorities in FY26
and beyond?
In FY26 and beyond, the Board will remain focused on overseeing
the successful delivery of Hays’ strategy and transformation
agenda. A key priority will be to continue monitoring progress
against our strategic objectives, ensuring we remain agile and
responsive in a rapidly evolving market.
In parallel, succession planning and talent management will
remain central to our agenda — ensuring we have the right
leadership and capabilities in place to support long-term growth
and sustainability.
External stakeholders
As Chair-designate, Michael engaged with a range of external
stakeholders to gain insight into external perceptions of the
Company. This included meetings with several brokers and
external advisers. He also met with, and continues to engage
regularly with, the Company’s External Auditor (PwC) to
understand their perspective.
In line with the Company’s investor engagement programme,
Michael met with the majority of the Company’s largest shareholders.
Internal stakeholders
Michael held one-to-one meetings with members of the ELT and
the Board’s Executive Directors. In addition, he met with senior
leaders from across key functional areas, including Finance,
People, Legal and Risk, Technology, and client-facing teams, to
build a broad understanding of the business and its operations.
In focus: Chair’sinduction
In addition to the induction materials described on page 114, during the transition period from Chair-designate to Non-Executive Chair,
meetings were held with key external and internal stakeholder groups.
115Hays plc Annual Report & Accounts 2025

Dear Shareholder
I am pleased to introduce this year’s report, which aims to give
stakeholders a clear insight into the work we have done as a
Committee to provide challenge and assurance on the integrity
of this Annual Report, the adequacy and effectiveness of risk
management and internal control systems, and the effectiveness
of both internal audit and external audit.
The Committee met four times during the year. Throughout the
year, the Committee also ensured that separate meetings with the
CFO, the Group Head of Internal Audit, the CRO and the External
Auditor took place (without management present) in order to
provide an open forum for issues to be raised and I also held
separate meetings, on behalf of the Committee, with senior
management within Hays and with PwC on a regular basis. After
each meeting, I reported back to the Board on the Committee’s
activities, and matters of particular importance.
In accordance with the regulations that a competitive tender be
carried out every ten years, the Committee led the tender of the
external audit contract during the year. The tender process was
carried out in accordance with the FRC’s Minimum Standard for
Audit Committees and External Audit and resulted in a
recommendation to the Board to propose to shareholders the
re-appointment of PwC LLP as External Auditor for the audit of
the year ending 30 June 2027. This Committee Report describes
how the Committee has met the other requirements of the
Minimum Standard throughout the year.
The Committee continued its oversight of the Group’s
preparations to ensure compliance against the
recommendations under the 2024 UK Corporate Governance
Code, particularly in relation to the introduction of the new
Provision 29. This year the focus has been on defining and
getting the Board’s endorsement of our material controls as well
as developing our approach on attestation.
Cyber security risk continues to be one of the Group’s principal
risks and an area where we remain vigilant given the increasingly
complex nature of cyber attacks. The Committee has had regular
updates from the CTO on information security and data
protection, including cyber security policies, controls, training
and cyber security tooling. An external maturity assessment was
carried out by KPMG (our Internal Auditors for Technology) and
their recommendations for improvement are being monitored. IT
disaster recovery and business continuity plans were also
reviewed and a plan to increase their maturity was agreed.
The following pages provide an overview of the Committee’s
discussions and activities over the past year, along with a
summary of key priorities for FY26. I would like to extend my
thanks to all those involved for their commitment and hard work
in delivering the progress achieved during the year.
Zarin Patel
Chair of the Audit and Risk Committee
20 August 2025
As the pace of change
accelerates, our focus remains on
strengthening oversight and
anticipating emerging risks. We’re
committed to supporting the
Company’s resilience and
transparency in the year ahead.”
Audit and Risk
Committee Report
Governance Financial Statements Additional InformationStrategic Report
116 Hays plc Annual Report & Accounts 2025

Key activities during the year
– Continuing to provide oversight of the financial reporting
process and integrity of financial statements
– Review and discussion of reports from the CFO on the
financial statements, considering management’s significant
accounting judgements and the policies being applied
– Review of the Annual Report to provide a recommendation to
the Board that, as a whole, it complied with the 2018 Code
principle to be ‘fair, balanced and understandable’
– Challenge and scrutiny of management’s assessment of the
Group’s long-term viability and its ability to continue as a
going concern
– Management of 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
– Assessment of the effectiveness of the external audit process
– Consideration and agreement of the statutory audit fee for
the year ended 30 June 2025
– Review and approval of the non-audit services provided by
the External Auditor and related fees
– Leading on the external audit tender
– Monitoring progress against the internal audit plan and
reviewing the effectiveness of the Internal Audit function
– Regular reviews of cyber security risks and capabilities, reviewing
the results of the external maturity assessment and monitoring
the implementation of associated recommendations
– Overseeing the risk management and internal controls
framework and its effectiveness
– Review of material internal controls and preparations for the
Board’s reporting on effectiveness under the 2024 Code
– Reviewing TCFD disclosures and external assurance over
GHG reports
– Reviewing plans to meet CSRD reporting requirements and
increased assurance over ESG data, in conjunction with the
Sustainability Committee
– Review of Group tax strategy
– Assessment of fraud risk and effectiveness of controls to
minimise the risk of loss or misstatement
– Reviewing management’s assessment of the adequacy of
theGroup’s insurance cover
– Monitoring the implementation of the Finance
transformationprogramme
Role of the Committee
The key responsibilities of the Committee are to:
– monitor the integrity of the Group Financial Statements,
including annual and half-year reports, interim
management statements, and other formal
announcements relating to its financial performance, and
review and report to the Board on significant financial
reporting issues and judgements, going concern,
statement of viability and distributable reserves
– review the content of the Annual Report and half-year
reports and advise the Board whether, taken as a whole,
they are fair, balanced and understandable and provide
the information necessary for shareholders and
stakeholders to assess the Group’s performance, business
model and strategy
– recommend to the Board, for approval by shareholders,
the appointment, reappointment or removal of the
External Auditor
– review the effectiveness and audit quality of the external
audit and the Auditor’s independence
– monitor the relationship with the Company’s External
Auditor, including consideration of fees, audit scope and
terms of engagement
– on engagement of the External Auditor, review the
policyfor the provision of non-audit services and
monitorcompliance
– monitor and review the Company’s internal control and
risk management systems
– monitor and review the effectiveness of the Company’s
Internal Audit function
– review external reporting of sustainability-related
disclosures and sustainability KPIs including any
definitions, data sources and levels of assurance overall
Membership and meetings
Committee members are independent Non-Executive
Directors as detailed on pages 95-96. 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. Further details
of Committee members and their experience can be found
on pages 95-96.
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 96.
The Committee has a periodic and structured forward-
looking planner and maintains a current and well-informed
view of events within the business. This is designed to ensure
that responsibilities are discharged in full during the year and
that regulatory developments and risk deep dives continue to
be brought to the Committee’s attention. Meeting content is
regularly reviewed with management and the External
Auditors, evolving to support appropriate discussion.
Anupdate is provided to the Board following each meeting.
The Committee commissions reports from external advisers,
the Group Head of Internal Audit, the Chief Risk Officer or
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, and
the Chief Risk Officer, the latter of 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. The Deputy Company Secretary acted
as Committee Secretary.
The Committee’s Terms of Reference are
available on the Company’s website
117Hays plc Annual Report & Accounts 2025

Audit and Risk Committee continued
Financial reporting
The Committee is responsible for reviewing the half-year and
annual financial results, including the Annual Report,
withmanagement, focusing on the integrity of the financial
reporting process, compliance with relevant legal and financial
reporting standards and application of accounting policies and
judgements. During the year, the Committee considered
management’s application of key accounting policies,
compliance with disclosure requirements and relevant
information presented on significant matters of judgement to
ensure the adequacy, clarity and completeness of half-year and
annual financial results announcements. The Committee
undertook a detailed review before recommending to the Board
that the Group continues to adopt the going concern basis in
preparing the annual financial statements. The Committee also
reviewed various materials to support the statements in the
Annual Report on risk management and internal control and the
assessment of the Group’s long-term viability – see page 88 for
more details.
Viability and going concern
The Committee considered the Group’s Viability and Going
Concern Statements (as set out on pages 88-89),
theirunderlying assumptions and the longer-term prospects
ofthe Group based on reports prepared by management.
TheCommittee gave careful consideration to the period of
assessment and took into account a wide range of factors,
including the Group’s cash flows, solvency and liquidity
positions,and concluded that the time period of three years
remained appropriate.
In considering viability overall, the Committee reviewed the
Group’s strategic plan with particular focus on the key
assumptions in relation to net fees, productivity, ‘Five Levers’
transformation, cost growth and cash flow management.
Sensitivities to these key assumptions were reviewed and
challenged based on the impact of the Group’s principal risks,
individually and conflated, as set out on pages 79-87. The review
included consideration of the impact of: a worsening of the
macroeconomic environment; the continuing cyclical downturn
in the recruitment sector; intensified competition; the longer
term impact of AI; the potential disruption from a major cyber
event; and the potential impact of climate change. The
Committee also considered the longer term potential impacts of
emerging tariffs and their impact on our Key and Focus country
portfolio, albeit it is too early to reach any firm conclusions. The
Committee has 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.
The Committee evaluated going concern over a 12-month period
from the date of publication of the Annual Report based on
budgets, business plans and cash flow forecasts, and the stress
testing performed based on the Group’s principal risks and the
current macroeconomic environment, and satisfied itself that the
going concern basis of preparation is appropriate.
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, which runs in parallel with the process followed by the
External Auditor.
During 2025 the Committee considered the many components
of business performance to ensure it had a full understanding of
the operations of the Group. Key matters considered by the
Committee include:
– Reviewing, understanding and challenging the key
judgements taken and estimates made and ensuring
transparent disclosure
– 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
– Undertaking a detailed assessment of the collaborative
process of drafting the Annual Report, which involves the
Company’s Investor Relations, Company Secretariat and
Finance functions, with guidance and input from other
relevant functions and external advisers. It ensured that there
is a clear and unified link between this Annual Report and
Accounts and the Company’s other external reporting,
andbetween the three main sections of the Annual Report
and Accounts
The Committee therefore recommended to the Board (which the
Board subsequently approved) that, taken as a whole, the 2025
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.
Governance Financial Statements Additional InformationStrategic Report
118 Hays plc Annual Report & Accounts 2025

Effectiveness and audit quality of the
External Auditor
The appointment, review of and relationship with the
externalaudit firm and the annual review of the effectiveness
ofthe external audit is a responsibility that is delegated to
theCommittee.
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 FY25
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. In addition the
Chair of the Audit and Risk Committee aims to meet the PwC
audit partners in Key Countries to ensure that audit quality can
be judged directly.
As well as this regular monitoring, the annual effectiveness review
in respect of FY25 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.
Overall feedback was positive, noting some improvement areas
for FY26 in relation to greater focus around use of data analytics
and technology to improve audit coverage and quality, the audit
planning process and more senior team experience in our sector.
Based on these reviews, the Committee confirmed that, overall,
the External Auditor had performed the FY25 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 2025 AGM proposing the
reappointment of PwC and authorisation for the Audit and Risk
Committee to determine the External Auditor’s remuneration.
119Hays plc Annual Report & Accounts 2025

Audit and Risk Committee continued
Auditor independence and non-audit services policy
The Committee believes that the issue of non-audit services to
Hays is closely related to External Auditor independence and
objectivity. The Committee recognises that the independence of
the External Auditor may reasonably be expected to be
compromised if they also act as the Company’s consultants and
advisers. Having said that, the Committee accepts that certain
work of a non-audit nature is best undertaken by the External
Auditor. To keep a check on this, the Committee has adopted a
policy to ensure that the provision of any non-audit services by its
External Auditor does not impair its independence or objectivity.
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
– delegated authority by the Committee for the approval of
non-audit services by the External Auditor is as follows:
Authoriser Value of services per non-audit project
Group Financial Controller Up to £25,000
Chief Financial Officer Up to £100,000
Audit Committee Above £100,000
Having reviewed Hays’ non-audit services policy this year,
including the Authority level of the CFO, the Committee is
satisfied that adequate procedures are in place to safeguard the
External Auditor’s objectivity and independence.
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 risk was addressed by the Committee
Debtor
recoverability
The recoverability of trade debtors and the level of
provisions for bad debts are considered to be areas of
significant 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 the expected credit losses. Having
discussed the level of provisions both with management and with 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 to be
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
restructuring charge of £30.7 million.
The classification of items as exceptional requires
judgement, including considering the nature,
circumstances, scale and impact of transactions upon
the Group’s results.
The Committee considered the nature and circumstances of the
restructuring costs deemed by management to be exceptional,
as well as the judgements and estimates made by management in
calculating exceptional costs, including provisions for restructuring
andlegal settlements.
Having discussed the exceptional items with both management and the
External Auditor, the Committee concluded that the items disclosed as
exceptional are appropriate and appropriately described in the Financial
Statements on page 172.
Carrying value
of investment
in subsidiaries
(Company
only)
During the year the Company recognised an impairment
charge of £65.7 million in respect of its investment in the
UK. As a result of prolonged challenging market conditions
in the UK recruitment market, 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.
The Committee assessed the carrying value of the Company’s
investment in the UK subsidiary by reviewing a report by management
that set out the value attributable to the UK subsidiary, compiled using
projected cash flows based on assumptions related to future growth
rates and discount rates.
Governance Financial Statements Additional InformationStrategic Report
120 Hays plc Annual Report & Accounts 2025

FY25
FY24
FY23
£0.3m
£0.2m
£0.3m
Audit fee
(exc. non-audit fees for assurance services)
FY25
FY24
FY23
£2.4m
£2.1m
£2.6m
Non-audit fee
In focus: Audit tender
PwC was appointed as the Group auditor in 2016 and, in
accordance with the Competition and Markets Authority’s
Statutory Audit Services Order 2014 (CMA Order), the Company
initiated a tender process in FY25.
In respect of FY24, the Company has complied with the CMA
Order, with Jon Sturges holding the role of lead audit partner
since FY22.
Following a detailed market assessment, a number of audit firms,
including some firms outside the Big Four, were approached to
participate in the tender process. This resulted in PwC, Deloitte and
KPMG submitting responses to the Request for Proposal (RFP).
Despite active consideration of challenger audit firms, BDO and
Grant Thornton declined to tender and the Committee decided to
exclude other challenger firms due to concerns over global audit
quality and scale. Following a robust evaluation process, which
included presentations to the Committee and selection panel (the
Chair of the Board, Chair of the Audit and Risk Committee, CFO,
Group Head of Internal Audit, Group Financial Controller and
General Counsel & Company Secretary) the Committee
recommended to the Board the reappointment of PwC, from a
shortlist of two firms. The Committee’s judgement was that PwC
are best placed to deliver quality audit for the Company, and their
reappointment was in the best interests of stakeholders,
particularly given the scale of transformation already underway at
Hays. The Board endorsed the Committee’s recommendation and
PwC’s appointment will be subject to shareholder approval at the
Company's 2026 Annual General Meeting.
The timeline below provides an overview of the Company’s
evaluation and decision-making process.
Decision makingEvaluation
February March April April April May
Governance
Committee Chair,
CFO, and Group
Financial
Controller
Business and
functional
leadership
Business and
functional
leadership
Selection panel
review
Selection panel Audit and Risk
Committee
Board
Outputs
Shortlisting and
pre-selection of
lead partners
Knowledge-
building by firms
Initial feedback
shared with lead
partners as input
to development of
their proposals
Proposal
evaluation
Debrief and final
evaluation of each
firm against
selection criteria
Recommended
two firms for
appointment,
witha preference
expressed for
onefirm
Appointment of
PwC approved
Pre-tender
Invitation to
participate and
interview of
leadpartners
Site meetings Oral
presentations to
Selection panel
RFP issued and
data room
opened
Written proposals
evaluation
Committee
recommendations
Board decisions
External audit fees
The three-year average audit fee was £2.4 million. Accordingly,
themaximum value of non-audit services that PwC could have
been engaged by Hays to provide during FY25was £1.7 million.
Thetotal fee for non-audit services provided by PwC during FY25
was £0.3 million (2024: £0.3 million), largely reflecting the FY25
half-year review fee of £0.1 million (2024: £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
£158k (2024: £122k). 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.
121Hays plc Annual Report & Accounts 2025

In focus: Cyber security and technology
infrastructure
Reliance on technology and cyber security is one of
Group’s principal risks (see page 85). Hays’ systems are
fundamental to the day-to-day running of the business and
over the course of the year the external threat landscape of
cyber attacks continued to increase. The Committee
received updates on the Technology transformation
programme at every meeting this year, which included
progress updates on the mitigation, remediation and
contingency plans for cyber security-related risks.
During the year the CTO commissioned several specialist
third-party assessments, including an information security
data protection maturity assessment by KPMG and a
comprehensive red team exercise by Cybermindr.
TheCommittee reviewed the findings in detail, along with
the associated programme of work to address identified
risks and vulnerabilities. This area will remain a primary
focus for the Committee in FY26, reflecting its critical
importance to both the Company’s operational resilience
and stakeholder trust.
Audit and Risk Committee continued
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. In 2025 the
Committee commissioned specific internal audits in cyber
security, ITdisaster recovery, and data governance and privacy.
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 and operating controls have been defined
(based on the Group’s principal risks) and endorsed in principle by
the Committee, and controls gaps and areas which require further
remediation are being worked through. Most core business
processes and related risks have been documented, with actions
identified to improve any control weaknesses, and we continue to
have a strong focus on IT and data privacy controls.
The Committee receives updates on internal control matters
through reports from the Internal Audit function, ensuring that
issues are identified in a timely fashion, that remedial action is taken
in the event that control failures or weaknesses are identified, and
that progress can be monitored by the Committee.
Further to the reports received by the Committee, the
Committee confirms that it identified no material 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 control 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 control and risk management
continue to be effective, and acknowledges that the internal
controls project is progressing to enhance material internal
financial and operating controls, which both the Board and
Committee will continue to monitor in FY26. Further details on
risk governance can be found on page 79.
Corporate ethics and compliance programme
During the year, the newly appointed Group Compliance Officer
presented the Committee with a current state assessment
of the Company’s ‘reasonable’ fraud prevention procedures.
Thisincluded a programme of work aimed at enhancing the
maturity of these controls. The Committee reviewed the
proposed actions and will monitor progress against each of the
deliverables throughout FY26.
Governance Financial Statements Additional InformationStrategic Report
122 Hays plc Annual Report & Accounts 2025

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. During the year the CRO and Group Head of Internal
Audit roles were separated and the Committee approved the
appointment of a new Head of Internal Audit.
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 FY25, 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, 29 Internal Audit reviews were undertaken with
the FY25 plan focused around rotational country audits,
hub-based sourcing and delivery teams (reflecting increased use
across the business) IT and cyber security, compliance projects,
and client contract management.
The Committee reviews the reports and recommendations in detail
and monitors management’s responsiveness to the findings and
recommendations 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 effectiveness
An internal effectiveness assessment considered a questionnaire
which assessed performance in a number of areas, including
audit work, risk management support, advisory work and value.
The questionnaire was completed by the senior management
team, which included the CEO, CFO and General Counsel &
Company Secretary. The results were reported and discussed by
the Committee at the May 2025 meeting. Actions from the
external quality assessment undertaken in 2024 have been
substantially addressed in FY25, with the few remaining due to be
closed by the end FY26.
Following the discussion, the Committee concluded that Internal
Audit was an effective provider of assurance over risks and controls
and it was agreed that the Committee Chair would address any key
actions with the Group Head of Internal Audit to take forward into
FY26. Furthermore, the Group Head of Internal Audit has ensured
that the Internal Audit function is operating in line with the new
Global Internal Audit Standards.
Audit Committee effectiveness
The Committee’s effectiveness in discharging its duties during
the year was assessed as part of the Board internal evaluation in
accordance with the Code. The performance of the Committee
and its work during the year were considered to be effective
when measured against its Terms of Reference and general audit
committee best practice. The Committee confirms that for the
year ended 30 June 2025 it has complied with the Audit
Committee and the External Audit Minimum Standard ensuring
the criteria for the audit tender are disclosed, how significant
issues and accounting policies are considered, how
independence and objectivity is assessed and how audit quality is
actively monitored.
Priorities for FY26
The Committee is mindful of the evolving regulatory environment
and will continue to monitor guidance as it is published.
Key areas of focus in FY26 include:
– Overseeing ongoing preparations for reporting on the
effectiveness of material financial reporting and operating
controls and developing an Audit and Assurance policy to
guide the Committee’s approach to obtaining assurance
– Plans to meet CSRD reporting requirements and for increased
assurance over ESG data, in conjunction with the
Sustainability Committee. In particular we will have to appoint
a firm to do the limited assurance work. We should also note
that with the impending adoption of ISSB standards we have
to assess and get ready
– Monitoring emerging risks and considering the effective
mitigation of risks that sit outside risk appetite
– Review and assessment of the internal audit plan to ensure it
is aligned to the principal risks of the business and considers
areas such as ethics and integrity and culture
In FY26 the Committee will review and monitor the following
specific areas of risk:
– Data privacy and governance as a material operating control
– Finalising the AI ethical use frameworks
– Continued vigilance over cyber security, Technology
transformation and IT recovery and business continuity planning
– Fraud policy, including conducting an annual fraud
effectiveness review across the business
– Progress on and delivery of the Finance and Technology
transformation projects
123Hays plc Annual Report & Accounts 2025

Sustainability is not just an
obligation but an opportunity to
drive innovation, create long-term
positive value, empower
communities, and facilitate the
workforce transformation that our
stakeholders demand for a more
sustainable future.”
Sustainability
Committee Report
Dear Shareholder
I am delighted to present my first report as Chair of the
Sustainability Committee.
First, I would like to thank MT Rainey for her leadership as Chair of
the Committee and for her significant commitment to workforce
engagement and contribution to the success of the Committee
since its formation in FY24. The Committee was formed in FY24
to give increased focus on sustainability for the Board and the
Company, to strive to meet the expectations of our stakeholders
and to ensure we are managing our risks and taking advantage of
all opportunities to create long-term value.
Following MT’s departure in November 2024, we were pleased to
welcome Helen Cunningham to the Committee and to appoint her
as the Designated Non-Executive Director for Workforce
Engagement. Helen brings a wealth of experience to the
Committee given her executive background in people operations,
and has already leaned in, leading workforce engagement sessions
at many of our offices. Further details on the Workforce
Engagement sessions can be found on pages 106-107.
During the year, the Committee resolved to change its name from
the ESG Committee to the Sustainability Committee. This change
reflects a broader and more integrated approach to sustainability,
but still encompassing environmental, social, and governance
considerations, and is consistent with the Board’s goal, despite
challenging market conditions, to ensure Hays remains resilient,
responsible and relevant in a rapidly changing world.
This year, we have monitored the Company’s performance
against its sustainability commitments and targets, helping to
deliver on those promises and meet our obligations to
stakeholders. In doing so, we have embedded sustainability
considerations across the business, with clear oversight and
accountability at Board, executive and operational levels.
From the outset, our Committee identified five key themes to
guide our oversight:
– A credible path to Net Zero: supporting a clear, science-based
strategy for decarbonisation
– Culture and workforce engagement: embracing the critical
importance of talent sustainability as the world of work
continues to evolve
– Long-term social value: evidencing our commitment to social
welfare and positive community impact
– Proactive governance and risk management: maintaining
oversight while actively managing risks and opportunities as
part of our strategic decision-making
– Economic sustainability and stakeholder value: acting decisively
to manage our costs and continue to invest in sustainability
initiatives while maintaining operational resilience
Further information about our progress around these themes
can be found on the following pages.
Looking ahead, the Sustainability Committee will continue to
challenge and support the business in delivering our sustainability
strategy for long-term success. I would like to thank the members
of the Committee, the management team, and all Hays
colleagues around the world for their passion and commitment
to our sustainability agenda throughout the year, and look
forward to continuing our work in FY26.
Joe Hurd
Chair of the Sustainability Committee
20 August 2025
Governance Financial Statements Additional InformationStrategic Report
124 Hays plc Annual Report & Accounts 2025

Role of the Committee
The role of the Committee is summarised below and
detailed in full in its Terms of Reference, a copy of which
is available on the Company’s website.
The Committee is responsible for:
– assisting the Board in its oversight of sustainability
strategy, ensuring alignment with the Company’s
purpose, strategy, culture, vision and values
– ensuring that the sustainability strategy is fully
integrated into every aspect of our business, and
overseeing updates and progress against our targets
and commitments
– monitoring the Company’s progress and performance
against the Group’s sustainability strategy, including
its related targets
– providing support and guidance to management on
sustainability matters, as appropriate
– monitoring the business’s engagement with
stakeholders, including customers, colleagues,
suppliers, the community, shareholders and
governments, on sustainability and corporate
responsibility matters
– monitoring external developments on sustainability
– approving the Committee’s report on its activities and
reviewing sustainability content in the Company’s
Annual Report and the standalone
SustainabilityReport
– reviewing the Company’s Modern Slavery Statement
prior to approval by the Board
Membership and meetings
As at 20 August 2025, the Committee consists of three
Non-Executive Directors. The Committee is chaired by
Joe Hurd, and the other Committee members are Zarin
Patel and Helen Cunningham. All other Directors are
invited to attend if they wish. The Deputy Company
Secretary acts as Secretary to the Committee.
Regular attendees include: General Counsel & Company
Secretary, CPO, CFO, Group Head of Investor Relations
and Group Head ofSustainability.
The Committee held three scheduled meetings in the year.
Attendance at the meetings can be found on page 96.
Sustainability strategy
During the year, the Committee received and reviewed several
updates on the progress made on our ESG objectives. Measuring
and monitoring sustainability KPIs is critical to delivering against
our sustainability strategy and targets. The Committee continued
to monitor sustainability KPIs to ensure that the Company is
making progress against its external commitments and
effectively managing material sustainability risks and
opportunities. You can read more about the progress made to
achieve the FY25 objectives and the objectives set for FY26 on
pages 60-69.
Materiality assessment
The Committee received updates on Hays’ double materiality
assessment and the pre-assurance exercise in preparation for
complying with the EU Corporate Sustainability Reporting
Directive. The Committee also reviewed a gap analysis of
reporting requirements against current reporting capability
andon the EU Omnibus review. We received a detailed report on
these topics from KPMG and discussed the implications, timings
and proposed approach to preparing for the new requirements
in depth. This will continue to be a key area of focus of the
Committee in conjunction with the Audit and Risk Committee
inFY26.
Environment
During the year the Committee monitored Hays’ greenhouse gas
emission reduction targets and the steps taken during the year to
increase visibility of Group-wide climate action. You can read
more about this on pages 66-69.
The Committee also reviewed and approved the new Group
Environmental Policy.
Modern slavery risk mitigation
During the year, Hays continued its partnership with Slave-Free
Alliance (SFA). The Committee reviewed progress being made
toaddress the recommendations of SFA’s FY24 review.
TheCommittee is supportive of the efforts to strengthen our
practices in this area and received a deep-dive briefing from
SFAat its July 2025 meeting. Our full Anti-Slavery and Human
Trafficking Statement can be found on the Hays website and
more information on the progress made this year can be found
on page 59.
Employee engagement
During the year, the Committee received regular updates from
Helen Cunningham and Joe Hurd on the themes from workforce
engagement sessions held in the UK, USA and Germany.
Additional insights into employee engagement - such as the
results of the FY25 Pulse survey, as well as the culture audit -
were discussed in detail by the full Board. You can read more
about this on pages 106-107.
125Hays plc Annual Report & Accounts 2025

Dear Shareholder
FY25 was the second year under the operation of the
Remuneration Policy (‘the Policy’) which was approved by
shareholders at the 2023 AGM with a favourable vote of 93.20%.
Last year’s FY24 Remuneration Report received a favourable
advisory vote of 98.02%.
Backdrop to FY25 targets and FY25
businessreview
The FY25 targets were determined at the start of the year, with a
more positive view of the economy going forward. However,
FY25 rapidly progressed into an increasingly challenging and
volatile economic climate. The geo-political situation in many
countries severely dampened the world markets and depressed
the overall environment for job movement and employment
growth. Due to the declining environment throughout FY25,
expectations across the sector and consensus rapidly dropped
through the financial year and the overall Operating Profit
achievement has been £45.6 million. As a result, the EPS targets
set at the start of the year have not been met.
However, despite the trading challenges, management has
continued to follow our strategic agenda and has improved
operational efficiencies, reduced overhead cost and increased
productivity. This has resulted in maintaining DSOs at below
pre-pandemic levels and exceeding our Cash Conversion targets
which have been met in full.
Our overall strategy is to focus on improving the Group’s trading
resilience, continue to effectively manage cost and to increase
productivity and time to hire. We want to ensure we can grow
and sustain profitability throughout the cycle.
FY25 Annual Bonus
The FY25 Annual Bonus was based on EPS, Cash Conversion and
individual strategic objectives.
A wider than normal range was put around the on-target EPS
levels to ensure that there was additional stretch to achieve the
maximum target.
However, as stated above, the external trading environment
proved more difficult than expected in FY25, most notably in our
Permanent recruitment business which became more
challenging across the majority of our markets. Despite the
decisive management action taken through the year to right-size
the business, restructure operations and closely manage costs,
ultimately the Group’s profit performance was well below the
ambitions set at the start of the year and therefore the EPS
element of the bonus did not meet the entry threshold resulting
in a zeropayout.
As noted in the previous section, the Group’s cash performance
was strong in the year. This drove a Group Cash Conversion of
281%, which delivered a maximum pay-out result against this
element of the FY25 Annual Bonus.
The Committee reviewed bonus out-turns in the context of the
Company’s underlying performance, strategic progress during
the year and shareholder returns when assessing payments.
Although profit targets were not met, cash performance has
been very strong and our cash from operations exceeded our
FY24 performance. In addition, significant progress has been
seen in managing our cost base and setting the foundations to
drive the Company forward in line with the strategic plan.
Consultant net fee productivity has improved and our
Technology transformation, which is a key pillar of our future
working model, has started to take shape. Pay for Performance is
a key factor of the Committee’s deliberations and, after careful
consideration, the Committee believes that the out-turn of the
Annual Bonus is in line with the Company’s performance and
management diligence. The Committee also noted that 50% of
the award would be deferred into shares, further increasing
alignment with our shareholders. No discretion has been
exercised.
The 2022 (FY23) Performance Share Plan
(PSP) vesting
The EPS targets anticipated that the growth following the Covid
pandemic would continue. However, while the economic outlook
anticipated a positive growth rate, during the last two years the
market and the geopolitical and macroeconomic backdrop have
become increasingly challenging. This has affected the final EPS
out-turn. The Group’s Cash Conversion performance over the
last three years has been strong with good control over cash and
the TSR element has also been partially met with Hays out-
performing the majority of its competitors.
Underlying Company
performance and stakeholder
experience is key when the
Committee assesses incentive
out-turns.”
Remuneration
Committee Report
Governance Financial Statements Additional InformationStrategic Report
126 Hays plc Annual Report & Accounts 2025

The Committee undertook a careful review of the PSP outturn
and is satisfied that the overall PSP outcome fairly reflects, and
is aligned with, the performance achieved. No discretion has
beenexercised.
Following the assessment of performance, the 2022 (FY23) PSP
vested at 62.93% reflecting the three-year Performance Period
that ended on 30 June 2025. James Hilton is a participant of this
PSP but Dirk Hahn is not a participant as he was not on the Board
at the time of grant. James’ shares that vest under the 2022
(FY23) PSP will now be held for a further two years before release
in 2027. During this Holding Period they will be subject to
Clawback conditions.
Full details of the Executive Directors’ remuneration for FY25
can be found in the Single Figure on page 132 and the full
Annual Report on Remuneration on pages 132 to 152.
Review of metrics and weightings for
Annual Bonus and PSP
Our strategy is focused on building a more resilient and significantly
more profitable group, with emphasis on increased operational
rigour and productivity, as well as strong cost management.
During FY25, we took time to review our incentive plans to ensure
that they align with these strategic objectives. Our key objective was
to increase the focus on driving profitable growth, and to provide
direct alignment with the execution of our other strategic priorities.
We contacted over twenty of our top shareholders to explain the
changes we wished to make. We were very pleased to have
active engagement with a number of shareholders and would like
to say thank you for the time spent, constructive feedback
received and overall support for the proposed changes. Having
carefully considered all the feedback, the Committee determined
that it would proceed with the changes to metrics and weightings
for FY26. A summary of the changes is outlined below.
For FY26, overall, a greater proportion of the incentive plans will
be weighted towards profit generation. Across the two incentives
the overall weighting on profit has increased by 25% of salary (or
7% of the maximum incentive opportunity). For the annual bonus,
50% will be based on Operating Profit (previously, 60% based on
EPS) and the EPS weighting in the PSP has increased by 20%
(moving from 30% to 50%). The use of Operating Profit in the
bonus helps with the cascade of the plan throughout the
business, where this is the measure that is more commonly
measured and understood within the business.
In the PSP, the 20% weighting on TSR will be replaced with a
basket of strategic measures which are all directly focused on
improving sustainable profit generation across the economic
cycle over the longer-term, in line with our strategy. For the FY26
award, these strategic measures include significant cost savings,
increase in consultant productivity and increase in the profit of
our eight Focus countries in order to strengthen and diversify our
portfolio. Together with the EPS metric, this means that 70% of
the PSP is now weighted on profit focused measures.
While we remain focused on shareholder value creation, the
current relative TSR metric was linked to a small comparator
group of eight companies in the recruitment industry. The size of
the group makes outcomes volatile (i.e. the difference between
median and upper quartile can in some cases be marginal), and
due to the difference in geography, business mix and / or
specialism between peers, TSR performance across the
economic cycle can, in some cases, reflect structural differences
between these businesses as opposed to underlying
performance. Given that a substantial portion of the package is
delivered in shares (including 50% of any bonus) and the fact that
profit generation and strong cash conversion will ultimately fund
dividends to our shareholders, the incentive package continues
to incentivise shareholder value creation.
Cash remains important to deliver shareholder returns but it is
recognised that the change in emphasis in our business model
from Permanent recruitment to Temporary & Contracting means
increased working capital outlay. Overall, across the two
incentives, the weighting on cash conversion will be reduced by
7%. For the PSP, the weighting will be reduced by 20% (from 50%
to 30%); however, given cash performance is still very important,
this is counterbalanced in part by an increase in the cash
weighting in the Annual Bonus from 20% to 30% of awards. As
the Group shifts towards the more capital-intensive Temporary &
Contracting business, this focus on cash management is key.
In addition, the Cash Conversion range for the Annual Bonus has
been increased to align to that in the PSP, with an entry target of
80% instead of 71%. It is important to note that we are making the
entry point harder in the face of the positioning of our business
more to Temporary & Contracting and Enterprise - both of which
will impact cash. Therefore, we have also slightly reduced the
maximum of the range for the PSP from 110% to 105%, to
recognise the increased outlay of cash in the changing business
mix. In summary:
Annual Bonus: Cash Conversion range moves from 71% - 101%
to80% - 105%
PSP: Cash Conversion range moves from 80% - 110% to
80% - 105%
We have maintained the 20% weighting in the annual bonus on
strategic personal objectives. These will include appropriate ESG
measures taking into account materiality in relation to the business.
We feel these are positive changes to our incentive plans. The
change to metrics and weightings will ensure they are closely
aligned to our business strategy and place focus on generating
improved profit and the behaviours that will grow our business
successfully. They are robustly measurable.
Given the nature of the external environment, the Committee will
keep the operation of our incentives under review to ensure they
continue to support the business and execution of our strategy.
127Hays plc Annual Report & Accounts 2025

Remuneration for FY26
FY26 Salary review
In line with the pay review for the wider eligible workforce, the
Committee determined that it was appropriate to increase the
Executive Directors’ salaries by 3% for FY26. There are no other
changes to benefits and pension contributions remain at 4%
ofsalary.
Incentives for FY26
Annual Bonus potential is 150% of salary. Annual Bonus targets
will be retrospectively disclosed in the FY26 report. As previously
stated, 80% of the bonus will continue to be weighted on
financial metrics with a focus on Group Operating Profit and
Cash Conversion.
As explained above, the PSP metrics and weightings will change
for FY26. 50% of the award will be based on Group EPS, 30% on
Group Cash Conversion and the remaining 20%, which was
previously based on TSR, will now be measured against key,
measurable, strategic objectives. For FY26 these will be based on
increasing profitability across our Focus countries, improving
productivity levels and implementing cost-savings that are
sustainable across future years, driving efficiencies.
The targets are included in the details of the 2025 (FY26) PSP
onpage 149.
The intention is to grant 200% of salary to the Executive Directors.
The Committee has taken considerable time to think carefully
about the Profit targets for FY26. The extreme volatility of the
economic markets makes it very 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
geo-political landscape. The Committee took into account the
decrease in profitability in FY25 versus FY24, external consensus,
our strategic direction, market forecasts, competitor
performance and impact of any outcome on key stakeholders,
when setting the FY26 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 upturn or further downturn, 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.
Other Committee activities in FY25
In addition to the review of the metrics in the variable pay plans,
the Committee has also reviewed the remuneration for other
Specified Individuals on the ELT, including the new CEO for the
UK&I business.
The Committee published the results for the Gender Pay Gap in
April 2025 and has continued to monitor actions being taken
within the Company to close the gap. It also considered the Hays
Australia Workplace Gender Equality Report, prior to publication
on the Hays plc website.
The Committee maintains an interest in the wider workforce
remuneration structures and market conditions and received a
briefing on each of Hays’ locations prior to determining the pay
review for FY26. It also received an update on the EU Pay
Transparency Directive.
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 132 to 152.
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.
We are also aware of the greater societal issues and
marketsentiment. We continue to be especially vigilant as
various economic and political situations have an impact on
world economies.
Susan Murray
Chair of the Remuneration Committee
20 August 2025
Remuneration Committee Report continued
Governance Financial Statements Additional InformationStrategic Report
128 Hays plc Annual Report & Accounts 2025

This report is structured as follows:
Section What it includes
Letter from the Remuneration Committee Chair - page 126
Remuneration At A Glance - pages 130 - 131
Annual Report on Remuneration - page 132 This report is divided into sections:
1. Single Figure of Remuneration – page 132
2. Long-term value creation – page 139
3. Remuneration in the broader context – page 144
4. Statement of implementation of the Remuneration Policy in the
following financial year –page 148
5. Governance – page 151
Our full current Remuneration Policy Our full current 2023 Remuneration Policy as applicable to FY25
can be found on our website at haysplc.com under Governance
and then Remuneration
Membership and Meetings
Six formal meetings were held during FY25 – one in each
of July, August and September 2024 then one in each of
January, March and May 2025. Attendance is shown on
page 96. In addition, members participated in other
discussions as required.
When determining the Remuneration Policy and its implementation
each year, the Committee considers the factors set out in Provision
40 of the UK Corporate Governance Code, namely:
Clarity – We aim to clearly and transparently disclose our
remuneration structure within the Remuneration Policy and
Remuneration Report, including how it aligns to our strategic
goals. We engage with shareholders prior to making any
significant changes.
Simplicity – We operate a simple incentive structure in line with
typical UK listed company practice, with performance metrics
fully aligned to strategy.
See the Committee’s Terms of Reference online
athaysplc.com
Alignment to culture – Our Global Principles of Remuneration
demonstrate how our remuneration links to our Purpose and
Values and are available to all employees. We operate a high-
performance model, with a high proportion of
remuneration based on variable pay.
Predictability – The scenario graphs in the Remuneration Policy
demonstrate the range of potential remuneration outcomes
under different performance scenarios including the effect
of a change in the Company’s share price.
Proportionality – A high proportion of remuneration is based on
variable pay. Our PSP has a total five-year life-span and Executive
Directors have shareholding guidelines in and post-employment,
to ensure alignment with shareholders’ interests.
Risk – The Committee retains discretion to adjust the outcome of
the formulaic results if they feel these do not adequately reflect
the underlying performance of the Company. Malus
and Clawback apply to both the Annual Bonus and PSP.
129Hays plc Annual Report & Accounts 2025

Remuneration
at a glance
Business context
How did we perform?
Incentive arrangements
Supporting our key strategic priorities
– Net fees of £972.4 million, representing an 11% 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 by a sector-leading 5%
versus prior year.
– Pre-exceptional operating profit of £45.6 million delivered
pre-exceptional EPS of 1.31 pence per share. Whilst
operating profit decreased by 56% like-for-like versus prior
year, our ongoing restructuring programmes (including the
multi-year Technology transformation and Finance
transformation programmes) delivered c.£35 million per
annum structural cost savings in FY25, ahead of target.
– A strong cash performance, with year-end net cash of
£37.0 million and cash conversion of 281%, driven by DSOs
of 37 days being maintained below pre-pandemic levels.
– The Group’s revolving credit facility was successfully
refinanced, and we achieved a full buy-in of the Group’s
defined benefit pension scheme, which will have a
materially positive impact on free cash flow from FY26.
– 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 the long-term
business efficiency and return
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 FY25, incentive arrangements continued to have a short-term focus
on profit and a long-term focus on cash generation. This weighting is
changing for FY26.
FY25 Bonus
FY25 Bonus
CEO
37 % of maximum
CEO
34%
CFO
38% of maximum
CFO
53%
2022 (FY23) PSP
Remuneration for FY25: What did Executive Directors earn during the year?
Alignment with shareholders
2022 (FY23) PSP
Dirk Hahn did not participate in the 2022 (FY23) PSP that vested in FY25.
Dirk Hahn did not participate in this PSP. James
Hilton was a participant - the PSP vested at 62.93%
Both the CEO and CFO were recently appointed to the Board
(inSeptember 2023 and October 2022 respectively), and are
therefore expected to build up their shareholdings over the
course of their tenure.
In-employment shareholding requirements
0%EPS (60%)
Cash Conversion (20%)
Personal - CEO (20%)
Personal - CFO (20%)
0 20 40 60 80 100
100%
85%
90%
Cash Conversion (50%)
0%EPS (30%)
TSR (20%)
0 20 40 60 80 100
100.00%
64.63%
0 50 100 150 200
Dirk Hahn
In-employment shareholding requirements
200% of salary
James Hilton
34%
53% 200%
200%
Dirk Hahn £1,609
James Hilton £1,152
Single figure £000s
Fixed pay
Bonus
PSP
0 500 1,000 1,500 2,000
Legacy incentives
Governance Financial Statements Additional InformationStrategic Report
130 Hays plc Annual Report & Accounts 2025

Performance measures for FY26: How does our reward framework align
with our strategy?
Overview of Remuneration Policy: How will Executive Directors be paid in FY26?
The Remuneration Policy was approved at the 15 November 2023 AGM with a favourable vote of 93.20%
Fixed pay
Base salary,
pension and
benefits
– 3% salary increase for FY26 for Dirk Hahn and James Hilton in line with the wider eligible workforce.
– Salaries for FY26 will be: CEO (Dirk Hahn) – £658k; CFO (James Hilton) – £484k.
– 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.
– Performance measures for FY26 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 all Executive Directors.
– Performance measures for the 2025 (FY26) PSP will be EPS (50%), Cash Conversion (30%), Financial
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 from the 2023 Policy.
Measure Focus
Bonus – short-term agility
50%
Group 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
131Hays plc Annual Report & Accounts 2025

Annual report
on remuneration
Section 1 – Total Reward Single Figure for Executive Directors
1.1 Single Figure of Remuneration (audited)
The following table shows the total Single Figure of Remuneration for each Executive Director in respect of qualifying services for FY25.
Comparative figures for FY24 have also been provided. Details of NED fees are set out in Section 1.2 on page 138.
FY25 FY24
£000s
Dirk Hahn
CEO
James Hilton
CFO
Dirk Hahn
CEO
James Hilton
CFO
Salary (Note 1) 639 470 515 420
Benefits (Note 2) 122 13 97 12
Pension (Note 3) 26 19 21 17
Total Fixed Remuneration 787 502 633 449
Annual Bonus (Note 4) 354 268 294 246
PSP (Note 5)
(1)
n/a 382 n/a n/a
Legacy incentives
(2)
468 n/a 445 n/a
Total Variable Remuneration 822 650 739 246
Total Remuneration 1,609 1,152 1,372 695
Total (excluding legacy incentives) 1,141 1,152 927 695
1. The value of the 2022 (FY23) PSP (vesting in September 2025) is based on a share price of £0.7085 which was calculated using an average for the final quarter of the financial year in
accordance with the Regulations as the vesting will occur after the date of this Report. The share price on award was £1.166 being the closing price on the day preceding the grant date. As
such, no part of the value shown above is attributable to share price growth. The award vested at 62.93% of the maximum. More information is shown on page 137. Neither Dirk Hahn nor
James Hilton were participants in the 2021 (FY22) PSP that vested in FY24. Dirk Hahn was also not a participant of the 2022 (FY23) executive PSP that reached the end of its Performance
Period in FY25. Dirk was a participant in the employee PSP which was awarded and vested prior to him becoming CEO. It had a one-year Performance Period and a two-year Holding Period.
The PSP reached the end of its Holding Period in FY25 and will be released in September 2025. The gross value, using the above share price is £56k.
2. Dirk Hahn had a legacy interest in a long-term incentive awarded in respect of his previous role as MD Germany & CEMEA. Although this award was granted in relation to his previous role, the
amount is being declared in the interests of full transparency. He has an interest in a legacy LTIP arrangement which vests in 2025, linked to profitability of the German business in the periods
to the end of FY23 (before he became CEO), FY24 and FY25. An amount of EUR545,535 (equivalent to £468,029 using an exchange rate of £1.00 = EUR1.1656) is included in the table above
and relates to the element based on performance to the end of FY25. The total amount of the award including the FY23 and FY24 awards (which were “banked” but not released) will be
released at the end of August 2025. To the extent that his CEO shareholding requirements have not been reached, it has been agreed that he will use a portion of his legacy award to
purchase Hays’shares.
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 FY25, a pay review budget was established at 3% for the eligible workforce and this was applied to the CEO, Dirk Hahn. As disclosed
in last year’s report, James Hilton, CFO, transitioned into his third year as a Board Director and, following a review of his performance
and contribution in role, the Committee determined his base pay would move from £420,000 to £470,000 for FY25. This represented
an 11.9% increase comprising 3% in line with the wider workforce and 8.9% to recognise his growth into role. His revised salary remained
at 17% below the previous incumbent. There were no changes to any other benefits. As disclosed above, salary increases for FY26 are in
line with the wider workforce.
Executive Director Annual Salary for FY25 Increase over FY24 Annual Salary for FY24
Dirk Hahn £638,600 3.0% £620,000
James Hilton £470,000 11.9% £420,000
The FY24 salary level for Dirk Hahn shown in the Single Figure of Remuneration table in 1.1 is the pro-rated amount for his service
inFY24 ie from 1 September 2023.
Section 1 – Total reward for FY25
In this section:
1.1 FY25 Single Figure for
Executive Directors
1.1.1 Salary
1.1.2 Benefits
1.1.3 Pension
1.1.4 Annual Bonus
1.1.5 PSP
1.2 FY25 fees for Non-
Executive Directors
(‘NED’s)
Governance Financial Statements Additional InformationStrategic Report
132 Hays plc Annual Report & Accounts 2025

1.1.2 Benefits – note 2 (audited)
What has happened
There were no changes to Policy in FY25.
£000s
Executive Director
Private Medical
Insurance (PMI)
(1)
Life Assurance
(1)
Car/Car
Allowance
(2)
Housing
Allowance
(4)
Tax Assistance
(5)
Total
FY25
Dirk Hahn
(3)
5 7 20 80 10 122
James Hilton 3 2 8 n/a n/a 13
FY24
Dirk Hahn
(3)
4 4 17 66 6 97
James Hilton 3 1 8 n/a n/a 12
1. PMI and Life Assurance figures represent the annual premiums. Figures for Dirk Hahn were pro-rated in relation to his service as CEO in FY24.
2. James Hilton could have chosen to have a car allowance of £18k pa or take 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 figures shown therefore are the benefit-in-kind value of the car plus the annual residual car allowance. Dirk Hahn has a car
allowance of £20k pa (which was been pro-rated in line with his service in FY24).
3. Dirk Hahn’s benefits were pro-rated in line with his service for FY24. FY25 shows full year figures. The amount shown for his PMI is a mandatory figure set by the German authorities and
which forms part of the mandatory Company German social security payment.
4. The amount shown relates to Dirk Hahn’s UK housing allowance as he is normally resident in Germany. This equates to £5,000 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 also entitled to tax assistance regarding the completion of UK and German tax returns, up to a maximum value of £10,000 pa. The actual value of this benefit for FY25 was not
known at the time of finalising this report and therefore the actual amount will be disclosed in the FY26 Remuneration Report. Fortransparency purposes, the maximum he is allowed to
claim is reported above. The actual amount is now known in relation to FY24 and therefore this figure has been adjusted in the table above and single figure table.
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.
£000s
Executive Director Pension
FY25
Dirk Hahn 26
James Hilton 19
FY24
Dirk Hahn 21
James Hilton 17
133Hays plc Annual Report & Accounts 2025

1.1.4 Annual Bonus – note 4 (audited)
What has happened
The figure shown is the total bonus awarded in relation to the performance in the year, including the portion that is deferred. The
maximum opportunity under the Policy is 150% of salary.
For bonus awarded in relation to FY25 performance, 50% of the figure shown is deferred into shares for three years. There are no
further performance conditions but 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 Holding Period.
Calculation of actual results (audited)
Annual Bonus FY25 outcome Dirk Hahn James Hilton
Performance condition Weighting
Threshold
performance
required (0% of
element vests)
Maximum
performance
required (100% of
element vests) Actual performance
Achievement % of
maximum
Bonus value
£000s
Achievement % of
maximum
Bonus value
£000s
EPS* 60% 2.93p 4.61p 1.37p 0% 0 0% 0
Cash Conversion 20% 63.5% 101.0% 281.36% 100% 191 100% 141
Personal Dirk Hahn 20% 100% 85% 85% 163 – –
Personal James Hilton 20% 100% 90% – – 90% 127
Total FY25 100% These totals
are in the FY25
Single Figure
37.0% of max
55.5%
of salary
354 38.0% of max
57.0%
of salary
268
* Both the target and actual performance were based on budget exchange rates. Therefore actual performance
varies from reported performance due to movements in exchange rates during the year.
Of which
cash – 50% 177
Of which
cash – 50% 134
Of which
deferred
– 50% 177
Of which
deferred
– 50% 134
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. Although profit targets were not achieved due to the depressed
economic market, Cash Conversion out-performed 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 FY25 bonus is fair and justified and has
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 issues 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.
Annual report on remuneration continued
Governance Financial Statements Additional InformationStrategic Report
134 Hays plc Annual Report & Accounts 2025

Dirk Hahn – CEO: Overall score 17/20 = 85%
Personal Objective Outcome
Present a comprehensive Strategy overview to the May 2025 Board session demonstrating how the
Company can develop more sustainable profit throughout the cycle over the next years:
The strategy should cover the Key countries of Australia,
Germany and UK and the next eight “Focus” countries. It
should incorporate the strategy for key functions
including HR, Finance, IT, Marketing. The strategy should
quantify financial progression over the next five years and
develop management reporting to the Board to
demonstrate progress.
A full five-year strategy has been prepared and presented to the Board.
This has included details of Key countries, Focus countries and plans for
the other Emerging countries. Finance, IT and HR transformation
projects are all on track. Significant cost savings have been made across
the business.
Some non-profitable or non-growth countries have been exited e.g.
Chile and Colombia. Detailed criteria produced for evaluating business
going forward in place.
Score: 4/4
Improve the business within the UK&I to make it more profitable:
Determine an appropriate business plan for the UK&I that
aligns to the new strategy and focuses on high-end
profitability business. Ensure that the appropriate
cost-structure is in place to manage conversion and
introduce more rigorous reporting to enable effective
monitoring of progress. Review and set up an appropriate
management structure.
Initiated an internal and external search and recruited a new CEO of the
UK&I business. In the interim period prior to appointment, managed the
UK&I business closing loss-making businesses, scaling down under-
performing units and initiating cost-controls.
Turned the UK&I business from loss making (H1) to profit (H2).
Score: 4/4
Set up a global People Strategy to ensure Hays can attract, motivate and retain the best talent:
Working with the new CPO, establish an overall Group
People Strategy which should be agreed with the ELT and
presented to the Group Board.
Introduce a robust Succession Planning process across all
Key countries. Show meaningful improvement in the
employee engagement Your Voice Survey Results.
A global People Strategy has been presented to the ELT and the Group
Board with positive buy-in. Key areas of the strategy have been started
and / or implemented e.g. a global grading and job evaluation structure,
a review of reward, a performance management programme,
culturetransformation and the foundations laid for more rigorous
succession planning.
The People function has been strengthened through new hires e.g.
Global Talent & Development, Internal Communications, Compensation
and Employee Engagement and Wellbeing.
A culture audit has been implemented and actions are being rolled out.
Your Voice employee engagement scores are down but mirror the
industry trends. Given the economic environment and organisational
changes, this is not unexpected and mirroring the external trend is felt
to be satisfactory at this time.
Score: 4/4
Champion and demonstrate active support for Diversity and Inclusion to enable more diverse voices to be
heard, more female representation in senior roles, and better debate and decision making:
Continue to address the overall diversity and gender
diversity of the senior team, and continue to improve the
gender diversity of the senior team. Adhere to inclusive
hiring process / tracked balanced shortlists / panels for
hires and promotions / 100% skills-based interviewing.
Has actively championed the cause, showing real commitment to it and
acted as a role model, continuing to speak with authenticity and
conviction at every opportunity when in Hays’ locations.
Has improved the diversity of the ELT with the hire of the new Group
Legal Counsel & Company Secretary. There are now three women on
the ELT compared to one in 2023.
Has been rigorous on the inclusive hiring process, pushing search
partners to surface female candidates to shortlist.
Score: 3/4
135Hays plc Annual Report & Accounts 2025

Personal Objective Outcome
Continue to build relationships with Investor Community in order to have ongoing and constructive
dialogues about the business:
Continue to build relationships with house brokers,
shareholders and Hays’ external PR company to ensure
communication of the strategy, receive constructive
feedback and form valuable partnerships built on integrity.
Regular meetings have taken place with investors, brokers and Hays’
external PR company as Dirk has become established in his role. These
will continue to be built on in future months.
Score: 2/4
James Hilton – CFO – overall score 18/20 = 90%
Personal Objective Outcome
Review and put in place a new global operating model for finance and implement a Finance transformation
plan to enhance support for the Regions and create cost-saving efficiencies:
This includes offshoring support for the Americas’ region
to the shared service centre and delivering over £2m of
annual savings, commencing a similar transformation plan
in EMEA and building a high-level design for a global
finance system solution in conjunction with technology
that would deliver further efficiencies and better support.
The Americas off-shoring was completed in October 2024 and the
savings realised in H2 of FY25. A similar plan has begun in four European
countries which will complete early in FY26 and planning is underway
for APAC. The global finance system is progressing but at less pace
than anticipated.
3/4
Establish and drive the Group-wide cost control and cash management to realise significant, sustainable cost-
savings that will impact future profitability, and drive sustainable improvements to Group working capital:
This included ongoing, strong, Group-wide management
of productivity, headcount and operating cost control
with the aim of reducing the overhead cost base and
delivering £10m annualised of cost-savings. In addition,
tocontinue to tightly control cash and debt management
with the aim of culminating in a strong year-end cash
position and DSO performance. Linked to this was to
implement a more granular and improved financial
reporting process to assess impacts and identify
furtherefficiencies.
Group productivity increased by 5% through strong headcount and
cost-management. The Group periodic cost base reduced by c.£5m
between June 2024 and June 2025. Structural cost savings of c.£35m
pa were delivered in FY25. Close cash management resulted in DSOs at
37 days and 90+ days debt at historic low levels driving a working
capital inflow of £58.1 million. More granular reporting was introduced
against strategic priorities.
4/4
Undertake key Group balance sheet de-risking projects to strengthen the Group position:
These included the negotiation and signature of new and
increased Group credit facilities and the delivery of the full
DB pension buy-in.
A new five-year increased credit facility was established in October
2024 and the DB pension buy-in was completed at favourable terms
which will significantly improve Group cash flow from FY26 onwards.
4/4
Continue to tighten and strengthen Corporate Governance and Risk policies and procedures to safeguard
the Company:
Complete an in-depth Group Audit & Assurance policy
including Group internal control processes and testing
regime, fraud risk and financial risk assessments in order
to further strengthen Group-wide risk and governance
controls. Conduct a full tender for external audit services.
A new Group internal control framework was established an expanded
second-line controls testing team put in place. A new Group Risk
Committee was established reporting into the main Board Risk & Audit
Committee. A full tender was conducted for the external Auditor
resulting in the reappointment of PwC.
3/4
Annual report on remuneration continued
Governance Financial Statements Additional InformationStrategic Report
136 Hays plc Annual Report & Accounts 2025

Personal Objective Outcome
Reshape the global finance team to ensure enhanced support is given to the Regions:
Embed and support new incumbents into their roles in the
global finance team to ensure maximum performance.
Continue to actively promote senior female representation
in the team to benefit from gender diversity.
A number of new senior appointments have been made including a new
FD for the APAC region, a new Head of IR, a new Head of Internal Audit,
and the expansion of our shared service centre in India to include
support for global finance under new leadership. Female representation
in senior finance roles has been strengthened with two additional
individuals joining the finance leadership team. Appointments for key
hires have balanced shortlists and 100% skills-based interviewing.
4/4
1.1.5 PSP – note 5
PSP 2022 (granted in FY23) vesting in 2025 (audited)
The FY23 PSP is only applicable to James Hilton. Dirk Hahn did
not participate in this award.
The award vested at 62.93%.
The Remuneration Committee was keen to spend appropriate
time calibrating and reviewing the targets for the FY23 PSP
awards to ensure that they were sufficiently robust and
stretching in light of the external economic environment in 2022.
The EPS targets took into account both internal and external
forecasts at the time the targets were set.
The Committee published details of the targets for the FY23 PSP
on the Company website, in advance of the November 2022 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 geo-political situation have become increasingly
more challenging and therefore EPS targets have not been met.
However, there has been excellent cash performance with DSOs
maintained below pre-pandemic levels.
Taking into account 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 share price used to calculate the award was £1.166, being the
closing price on the day preceding the grant date.
2022 PSP (granted in FY23) vesting in 2025, followed by a two-year Holding Period (audited)
Performance period 1 July 2022 to 30 June 2025
Grant Date 21 September 2022
Vest date 21 September 2025 followed by a two-year Holding Period
Performance condition Weighting
Threshold
performance required
(25% of the element vests)
Interim point
(45% of the element
vests)
Maximum
performance required
(100% of the element vests)
Actual
performance
PSP value
achieved as %
of element maximum
Relative TSR
(1)
20% Median of the
comparator group
– Upper quartile of the
comparator group
-28.51% 64.63%
Cumulative EPS
(2)
30% 25p – 35p 13.93p 0%
Cash Conversion
(3)
50% 80% 85% 110% 126.55% 100%
Total 100% 62.93%
1. Relative TSR – measured against a bespoke comparator group, with vesting subject to satisfactory financial performance as determined by the Committee. Thecomparator group for the
FY23 award is: Adecco SA, Kelly Services Inc, Manpower Inc, Page Group, Randstad Holdings nv, Robert Half International Inc, RobertWalters plc and SThree. Actual performance fell
between Median (-33.72%) and Upper Quartile (-23.86%).
2. EPS – the target ranges were set taking into account a range of internal and external reference points. The range was increased from the FY22 grant. While there remained a degree of
uncertainty regarding the long-term market and economic environment, the Committee was satisfied that the target range was highly challenging, with full vesting requiring very significant
growth when compared to results for FY22.
3. Cash Conversion – the target range for Cash Conversion was increased for the FY22 grant and remained the same for the FY23 grant. An award of 45% of this element is payable for cash
conversion of 85%, with straight-line vesting for interim levels of performance.
Notes:
There will be a two-year Holding Period post-vesting for any shares that vest as a result of performance conditions being met. The award is subject to Malus for the three-year Performance
Period and Clawback during the two-year Holding Period.
Alistair Cox, former CEO, was a participant in this PSP. To the extent that performance conditions have been met, his award will be pro-rated for time and will enter its two-year Holding Period.
The award will be released at the normal time in September 2027 and is subject to Clawback while in its Holding Period.
137Hays plc Annual Report & Accounts 2025

Executive Director
% of FY23
salary
awarded
Face
value at
award
£000s
Share price
at award
£
Maximum
number of
shares
excluding
dividends
Maximum
number of
shares
including
dividend
equivalent
shares
Number of
shares that
vested
including
dividend
equivalent
shares Vest date Release date
Value
(figure shown in
Single Figure of
Remuneration)
£000s
(1)
2021
(FY22) award
that vested in
2024 as stated
in the FY24
Single Figure
£000s
2021
(FY22) award
value restated
using share
price at
vest date
£000s
(2)
James Hilton 200% 840 1.166 720,411 855,711 538,498
21
September
2025
21
September
2027 382 n/a n/a
1. The value of the 2022 (FY23) PSP is based on a share price of £0.7085. which was calculated using an average for the final quarter of the 2025 financial year in accordance with the
Regulations as the vesting will occur after the date of this report. Dirk Hahn did not participate in this award as it was awarded prior to him becoming CEO.
2. Neither James Hilton nor Dirk Hahn participated in the 2021 (FY22) PSP.
3. Former CEO Alistair Cox was a participant in the 2021 (FY22) PSP. The value of the award stated in his FY24 Single Figure was £611K. This used a share price of £0.9878 which was the
average for the final quarter of the FY24 financial year. The award vested on 5 October 2024 which was a Saturday. The share price on the preceding day, 4 October 2024, of £0.9070 has
been used to restate the value of his award which is £561k. As stated in the FY24 Remuneration Report, 618,087 shares vested and are now in their two-year Holding Period. The Single
Figure for Alistair Cox has been adjusted in the table in Section 2.5.
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 Non-Executive Directors’ FY25 fees (audited)
The table below shows the current fee structure and actual fees paid in FY25.
£000s Non-Executive Director
Andrew
Martin
Chair
(1)
Michael
Findlay
Chair
(1)
Susan
Murray
R, N, A
MT
Rainey
(2)
R, N, A, W, S
Cheryl
Millington
SID, R, N, A
Joe
Hurd
(3)
R, N, A, S
Zarin
Patel
A, R, N, S
Helen
Cunningham
(4)
A, R, N, S, W
Anthony
Kirby
(5)
A, R, N
Total fee FY25 208 57 77 31 75 74 83 72 64
Taxable expenses FY25 – – – – – 10 – – –
Total FY25 208 57 77 31 75 84 83 72 64
Total fee FY24 240 n/a 75 75 66 62 67 21 16
Taxable expenses FY24 – – – – – 5 – – –
Total FY24 240 n/a 75 75 66 67 67 21 16
1. Andrew Martin stepped down from the Board on 1 May 2025. His fee represents the period 1 July 2024 to 1 May 2025. Michael Findlay joined the Board as Chair Designate on 20 January
2025 and was appointed as Chair on 1 May 2025. His fee represents the period 20 January 2025 to 30 June 2025.
2. MT Rainey stepped down from the Board on 20 November 2024. Her fee represents the period 1 July 2024 to 20 November 2024.
3. Joe Hurd became Chair of the Sustainability Committee on 21 November 2024. The total amount for Joe Hurd also includes expenses incurred in execution of duties which are taxable for
reportingpurposes.
4. Helen Cunningham became NED for Workforce Engagement on 21 November 2024. She joined the Board on 1 March 2024, hence her FY24 fee is lower than FY25 due to pro-ration of time.
5. Anthony Kirby joined the Board on 1 April 2024 hence his FY24 fee is lor than FY25 due to pro-ration of time.
Key – positions held during FY25
R Remuneration Committee member S Sustainability Committee member R N A S Chair of relevant Committee
A Audit & Risk Committee member SID Senior Independent Director W NED for Workforce Engagement
N Nomination Committee member
Annual report on remuneration continued
Governance Financial Statements Additional InformationStrategic Report
138 Hays plc Annual Report & Accounts 2025

Section 2 – Long-term value creation
2.1 Outstanding Deferred Annual Bonus awards (‘DAB’) (audited)
The table below shows the shares held under the DAB and those that were awarded or vested during FY25. 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 2024
(1)
Dividend
equivalents
accrued to date
Awards granted
in FY25
Grant price
(market price at
date of award)
Face value of
award granted
in FY25
(at grant price)
Dividend
equivalents
accrued to date
Awards vesting
in FY25
Awards
outstanding as
at 30 June 2025
Dirk Hahn 0 0 160,697 £0.9135 £146,797 6,531 0 167,228
James Hilton 121,308 11,357 134,482 £0.9135 £122,850 5,465 0 272,612
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 FY25 relate to the deferred annual bonus for FY24.
2.2 Share options (audited)
The executive directors participated in the UK Sharesave Scheme (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 2025.
James Hilton did not exercise his options on 1 May 2025. He has until 31 October 2025 to exercise.
Executive Director
Scheme date of
grant
Balance
1 July 2024
Granted
during
2025 Exercised
Lapsed/
Cancelled
Balance
30 June
2025
Option
price
£
Exercise
date
Market
price on
date of
exercise
£
Gain
£000s
Date
from which
exercisable Expiry date
Dirk Hahn – – – – – – – – – – – –
James Hilton 31 March 2022 7,692 – – – 7,692 1.17 – – – 1 May 2025 31 October 2025
Section 2 – Long-term value creation
In this section:
2.1 Outstanding Deferred
Annual Bonus
2.2 Share Options
2.3 Outstanding PSP awards
2.4 Statement of Directors’
shareholding and share
interests
2.5 TSR chart and table
2.6 Payments to past
Directors/payment for
loss of office during FY25
139Hays plc Annual Report & Accounts 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.
2023 PSP (granted in FY24) vesting in 2026, followed by a two-year Holding Period (audited)
As stated on page 143 of the Directors’ Remuneration report for FY23, the Remuneration Committee wanted to spend 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 this process, the Remuneration Committee published details of the
targets for the FY24 PSP on the Company website, in advance of the 2023 AGM.
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
(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% 24p – 34p
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 FY24 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 – 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. In
particular, the Committee noted external forecasts for FY24 and potential impact on overall performance given the cumulative nature of the targets. While the ranges are marginally lower
that the FY23 grant, the Committee is satisfied that the target range is challenging, with full vesting requiring significant growth when compared to results for FY23. For reference, the
equivalent range for the FY23 grant was 25p to 35p.
3. Cash Conversion – the target range for cash conversion remains the same 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.
The award is subject to Malus for the three-year Performance Period and Clawback during the two-year Holding Period.
Executive Director
% of FY24
salary awarded
Face value
at award £000s
Share Price
at award £
Maximum number
of shares
Threshold number
of shares (25%)
Dirk Hahn
(1)
200% 1,240 1.083 1,144,967 286,241
James Hilton 200% 840 1.083 775,623 193,905
1. The award was granted in relation to his appointment as CEO.
Note:
In line with the 2018 Corporate Governance Code, the Remuneration Committee will continue to have discretion to amend the final vesting levels of the PSP awards 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 (e.g. significant unplanned M&A activity).
Annual report on remuneration continued
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140 Hays plc Annual Report & Accounts 2025

2024 PSP (Granted in FY25) vesting in 2027, followed by a two-year Holding Period (audited)
In light of the considerable economic uncertainty in global markets, the Remuneration Committee wanted to take time to carefully
consider and determine the financial targets, to ensure they were sufficiently robust and stretching. In line with our commitments to
transparency, the detailed targets for the FY25 PSP were disclosed on the Company website ahead of the 2024 AGM.
Hays operates in a highly cyclical industry, with shifts in underlying economic market and geopolitical activity having a material influence
on both hiring decisions and candidate confidence. Performance prospects for the sector can therefore be heavily influenced by the
macroeconomic environment. At the start of each PSP performance period, the Committee takes into account the broader economic
backdrop as well as internal and external expectations to ensure that targets are suitably robust and stretching for the three-year
performance period.
The FY25 PSP targets are disclosed 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 (4.03p) 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 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.
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% 1,277 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 (e.g. significant unplanned
M&A activity).
141Hays plc Annual Report & Accounts 2025

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 2025 are set out in the table below.
Executive Director
Shareholding
requirement
% of salary
Number of shares
owned outright
Share price as
at 30 June 2025
Base salary as
at 1 July 2024
Actual share
ownership as
% of base salary Guidelines met
Dirk Hahn – joined Board on 1 September
2023 and building up shareholding 200% 163,531 £0.7135 £638,600 18% No
James Hilton – joined Board on 1 October
2022 and building up shareholding 200% 202,369 £0.7135 £470,000 31% 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 2025, but excluding Sharesave options, are shown below. For reference, their Sharesave options are shown in the table under
2.2 on page 139.
Executive Director
Number of owned
outright shares
Value of owned
outright
shares
(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
shares
(2)
PSP share
interests
including
dividends subject
to performance
conditions
Dirk Hahn 163,531 £116,679 246,902 £176,165 410,433 £292,844 46% 2,643,158
James Hilton 202,369 £144,390 272,612 £194,509 474,981 £338,899 72% 2,730,571
Unvested shares will be subject to payroll deductions for tax and social security on vesting.
1. Share price as at 30 June 2025 and used in the above table was £0.7135.
2. The table above shows shareholding pre-tax. Our shareholding policy includes shares which are beneficially held or subject to a holding period and includes PSP shares in their Holding
Period and shares held under the DAB on an estimated post-tax basis. Shareholdings on an estimated post-tax basis for the current Executive Directors are:
Dirk Hahn: 34%
James Hilton 53%
3. Dirk Hahn has a PSP shown in its Holding Period that relates to a grant made prior to his appointment as CEO.
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 2025 – this table has been audited.
Non-Executive Director
Shares held at
30 June 2025
Shares held at
30 June 2024
Andrew Martin - as at 1 May 2025 when he stepped down from the Board 190,088 190,088
Michael Findlay 34,382 n/a
Susan Murray 4,000 4,000
MT Rainey - as at 20 November 2024 when she stepped down from the Board 48,845 48,845
Cheryl Millington – –
Joe Hurd 18,654 12,925
Zarin Patel 11,653 1 1,653
Helen Cunningham – –
Anthony Kirby – –
There have been no changes to the above holdings for current NEDs as at the date of this Report.
Annual report on remuneration continued
Governance Financial Statements Additional InformationStrategic Report
142 Hays plc Annual Report & Accounts 2025

TSR
£
200
150
100
50
0
Source: Datastream
Hays plc
30 Jun
2015
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
30 Jun
2016
FTSE 350
2.5 Total Shareholder Return (TSR)
The graph 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. The 2024 figure for Alistair Cox has been restated to take into consideration the
actual share price on date of the 2021 (FY22) PSP vesting. Dirk Hahn was not a participant in this PSP. Dirk Hahn’s figure now reflects the
actual figure for his tax assistance in FY24. Alistair Cox was CEO for the years 2015 to part way through 2024.
Chief Executive 2015 2016 2017 2018 2019 2020 2021 2022 2023
2024
Alistair
Cox
2024
Dirk
Hahn
2025
Dirk
Hahn
Total Single Figure (£000s) 3,996 2,796 2,993 3,009 2,666 1,468 2,590 2,548 2,449 788 1,372 1,609
Annual Bonus payment level achieved
(% of maximum opportunity) 98% 66% 93% 97% 49% 0% 97% 89% 52% 36% 38% 37%
PSP vesting level achieved
(% of maximum opportunity) 100% 86% 60% 55% 70% 50% 50% 50% 80% 53% n/a n/a
2.6 Payments to past Directors/payment for loss of office during FY25 (audited)
As previously disclosed in FY24, Alistair Cox, former CEO, served part of his notice period in FY25, from 1 July 2024 to 23 August 2024.
As stated in the FY24 Remuneration Report, he was only paid his contractual salary, pension and benefits during this time. These
equated to £138K for this period. He did not receive a salary increase for FY25.
Alistair was a participant in the 2022 (FY23) PSP that vested at 62.93%. As explained in the FY24 Remuneration Report, the Committee
agreed that Alistair is considered a ‘Good Leaver’ for incentive purposes. To the extent that the performance conditions have been met
for the FY23 PSP, his shares are time pro-rated. The value of his FY23 PSP is £535k. This uses the average share price for the final
quarter of FY25 which is £0.7085 in accordance with the Regulations as the vesting will occur after the date of this Report. The award
will now enter its Holding Period and is subject to Clawback conditions.
There have been no payments for loss of office during FY25.
143Hays plc Annual Report & Accounts 2025

Section 3 – Remuneration in the broadercontext
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 salary and benefits which are benchmarked to the local markets and countries in which they work.
These are reviewed annually. There is a strong tie of reward to performance which is recognised through annual bonuses, commission
or other non-financial recognition. Employees who hold key strategic positions or are deemed critical to the business through their
performance are also offered the opportunity to participate in the PSP with performance conditions normally based on Group financial
results measured over one year. Any shares that crystallise at the end of the Performance Period have a further two-year Holding Period
prior to vesting. During this time there is also a personal performance underpin. In addition, 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 Group Head of Reward 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 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 an annual
basis using the engagement survey which includes a number of questions relating to remuneration.
MT Rainey was the Non-Executive Director appointed for workforce engagement until she stepped down from the Board on
20 November 2024 and the role was passed to Helen Cunningham. Both MT and Helen attended various employee events and projects
to learn first hand about issues or concerns.
Section 3 – Remuneration in the broadercontext
In this section:
3.1 Remuneration for
employees below Board
3.2 Change in Board
remuneration compared
to other employees
3.3 CEO vs Employee
Pay Ratio
3.4 External appointments
3.5 Relative importance of
spend on pay
Annual report on remuneration continued
Governance Financial Statements Additional InformationStrategic Report
144 Hays plc Annual Report & Accounts 2025

The table below summarises the 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
Group 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)
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, broadly
350 – 400 key employees each year
participate in a PSP which has a
one-year Performance Period and
two-year Holding Period. Financial
targets are normally based on Group
financial results.
Nominations are reviewed and
approved by the Remuneration
Committee.
Employees in nine countries can
participate in a Sharesave scheme
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 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
145Hays plc Annual Report & Accounts 2025

3.2 Change in Board’s remuneration compared to other employees
The following table sets out the change in the remuneration paid to Board Directors from FY20 to FY25 compared with the average
percentage change for Hays plc employees. Hays plc only employs the CEO and CFO and has contracts for services for the Chair
and Non-Executive Directors.
The Executive Directors’ remuneration disclosed in the table below has been calculated to take into account base salary, taxable
benefits (excluding allowance in lieu of pension), and Annual Bonus (including any amount deferred).
The reasons for the changes between FY24 and FY25 are due to:
a) Base salaries for the CEO and NEDs increased by 3% for FY25. The CFO’s salary was increased by 11.9% as explained in section 1.1.1.
b) Changes in taxable benefits mainly relate to premium changes, for example, in relation to private medical insurance or life assurance
and due to pro-rating where an incumbent has not been in position for a full year.
c) Percentage changes in NED fees are because of pro-rating due to service in FY24 whereas FY25 represents a full year or because of
a change of responsibilities during the year resulting in changes to fees. Please see footnotes.
d) For FY24, Dirk Hahn’s remuneration was pro-rated in line with his appointment to the Board on 1 September 2023. He has served a
full year in FY25.
e) Non-Executive Directors do not receive bonus or benefits.
%
change
in salary/
fee FY25
vs FY24
%
change
in taxable
benefits
FY25 vs
FY24
%
change
in Annual
Bonus
FY25 vs
FY24
%
change
in salary/
fee FY24
vs FY23
%
change
in taxable
benefits
FY24 vs
FY23
%
change
in Annual
Bonus
FY24 vs
FY23
%
change
in salary/
fee FY23
vs FY22
%
change
in taxable
benefits
FY23 vs
FY22
%
change
in Annual
Bonus
FY23 vs
FY22
%
change
in salary/
fee FY22
vs FY21
%
change
in taxable
benefits
FY22 vs
FY21
%
change
in Annual
Bonus
FY22 vs
FY21
%
change
in salary/
fee FY21
vs FY20
%
change
in taxable
benefits
FY21 vs
FY20
%
change
in Annual
Bonus
FY21 vs
FY20
CEO – Dirk Hahn 24.0% 26.0% 20.0% n/a n/a n/a – – – – – – – – –
CFO –JamesHilton 11.9% 8.0% 9.0% 33.3% 9.0% -1.9% n/a n/a n/a – – – – – –
Chair
–AndrewMartin -13.0% n/a n/a 0.0% n/a n/a 5.0% n/a n/a 2.0% n/a n/a 2.3% n/a n/a
NED and Chair -
Michael Findlay n/a n/a n/a – – – – – – – – – – – –
Chair of
Remuneration
Committee
– SusanMurray 3.0% n/a n/a 0.0% n/a n/a 4.2% n/a n/a 1.4% n/a n/a 2.9% n/a n/a
Chair of Workforce
Engagement and
Chair of Sustainability
Committee
– MTRainey -59.0% n/a n/a 0.0% n/a n/a 4.2% n/a n/a 1.4% n/a n/a 2.9% n/a n/a
NED and SID
–CherylMillington 13.6% n/a n/a 6.5% n/a n/a 5.0% n/a n/a 1.7% n/a n/a 1.8% n/a n/a
NED and Chair of
Sustainability
Committee – Joe
Hurd 19.0% 100% n/a 0.0% 150.0% n/a 9.4% n/a n/a n/a n/a n/a – – –
NED and Chair of
Audit and Risk
Committee – Zarin
Patel 24.0% n/a n/a 116.1% n/a n/a n/a n/a n/a – – – – – –
NED and Chair of
workforce
engagement – Helen
Cunningham 243.0% n/a n/a n/a n/a n/a – – – – – – – – –
NED – Anthony Kirby 300.0% n/a n/a n/a n/a n/a – – – – – – – – –
Employees of Hays plc n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Notes:
Andrew Martin stepped down from the Board on 1 May 2025
Michael Findlay joined the Board on 20 January 2025 as Chair designate and became Chair
on 1 May 2025.
MT Rainey stepped down from the Board on 20 November 2024.
Helen Cunningham became NED for Workforce Engagement on 21 November 2024.
Joe Hurd became Chair of the Sustainability Committee on 21 November 2024.
The difference shown for Joe Hurd also relates to expenses incurred in execution of duties
which are taxable for reporting purposes. Theamount incurred for FY25 was £10k versus
£5k in FY24.
Cheryl Millington was SID for the full year in FY25 versus part of the year in FY24.
Zarin Patel was Chair of the Audit and Risk Committee for the full year in FY25 versus part of
the year in FY24.
Hays plc only employs the CEO and CFO and has contracts for services for the Chair and
Non-Executive Directors. There are no other employees in Hays plc.
Annual report on remuneration continued
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146 Hays plc Annual Report & Accounts 2025

3.3 CEO vs Employee Pay Ratio
This is the sixth year that we have been required to disclose the ratio of CEO remuneration to that of our employees at the median, 25
th
and 75
th
percentiles. The table below provides further details:
Year Method 25
th
percentile pay ratio Median pay ratio 75
th
percentile pay ratio
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
th
percentile Median 75
th
percentile
FY25 Salary £32,860 £35,385 £37,590
Total remuneration £35,016 £48,401 £80,191
We are committed to providing a total reward package for our employees that is competitive. The structure of remuneration for
employees is shown on pages 144 and 145. 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.
This variation in remuneration will apply to both employees and the CEO.
In FY24, Dirk Hahn succeeded Alistair Cox as CEO and the pay ratio was calculated using their combined single figure data. This
combined figure was higher than Dirk Hahn’s single figure in FY25 , resulting in lower pay ratios this year. In line with the approach taken
in FY24, we have calculated the ratios using Dirk Hahn’s single figure including his legacy incentives.
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 for a like-for-like comparison. Data is at 30 June 2025.
The UK employees included in the calculation are those who have been employed for the full FY25 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 reflection of the figures.
3.4 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.
Dirk Hahn and James Hilton do not currently hold any external appointments.
3.5 Relative importance of spend on pay
The table below sets out the relative importance of the spend on pay in FY25 and FY24 compared with other disbursements. All figures
are taken from the relevant Hays Annual Report.
Disbursements
from profit in FY25
£m
Disbursements
from profit in FY24
£m % change
Profit distributed by way of dividend £19.8m £47.5m (58%)
Overall spend on pay including Directors £721.2m £819.6m (12%)
147Hays plc Annual Report & Accounts 2025

Below are the Remuneration Policy decisions for FY26.
4.1 Executive directors
Summary
Position Name
Base salary from 1 July
2025
Maximum bonus
potential as % of salary
Maximum PSP award
as % of salary Benefits and pension
CEO Dirk Hahn £657,758 150% 200% Pension is 4% of salary in line with the pension
level of the majority of UK employees.
CFO James Hilton £484,100 150% 200% Pension is 4% of salary in line with the pension
level of the majority of UK employees.
Dirk Hahn’s and James Hilton’s salaries were increased by 3% for FY26 in line with the eligible workforce
There are no changes to any benefits.
FY26 Annual Bonus
The overall weightings of the performance conditions remain at 80% financial and 20% personal for FY26. However, as stated in the
letter from the Remuneration Committee Chair, the financial metrics and weightings will change slightly for FY26. They will move from
60% Group EPS and 20% Group Cash Conversion to 50% Group Operating Profit and 30% Group Cash Conversion.
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 FY26 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%
Of any award, normally 50% will be deferred into shares and held for three years from the date of award and will be subject to Malus
conditions for the three-year Holding Period.
Any cash award is subject to Clawback conditions for three years from the date of award.
Section 4 – Statement of implementation of Remuneration Policy in the following
financial year
In this section:
4.1 Executive Directors
4.2 Non-Executive Directors
4.3 Voting outcome
4.4 Service Contracts
Annual report on remuneration continued
Governance Financial Statements Additional InformationStrategic Report
148 Hays plc Annual Report & Accounts 2025

2025 PSP (Granted in FY26) vesting in 2028, followed by a two-year Holding Period
As stated earlier, the Committee took time to consider the PSP metrics and weightings to ensure they aligned closely to the Company’s
strategy. The Committee also wrote to over twenty shareholders and appreciated the discussions and feedback. Following due
consideration, the Committee has decided to adjust the metrics and weightings for the 2025 (FY26) PSP grant and these are stated
below. The Committee feels that these adjustments help to drive sustainable profit throughout the cycle, focusing on initiatives that will
make the company more efficient and emphasise the importance of strategic business changes that will deliver positive future returns.
Given the exceptional level of market volatility and the external factors which are impacting performance across the sector, forecasting
future performance over the next three years is particularly challenging. Although the Committee has considered various reference
points including internal financial targets, evolving external forecasts (which have rapidly shifted over time), and lead indicators in a
volatile trading environment, target setting inevitably requires a high degree of judgement. While EPS targets differ from prior years, the
Committee is satisfied that they are appropriately stretching given the current market context. In light of this uncertainty, 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 FY26 PSP targets are disclosed below:
Performance period 1 July 2025 to 30 June 2028
Grant date 25 September 2025
Vest date 25 September 2026 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 50% 4.04p – 6.45p
Cash Conversion
(1)
30% 80% 85% 105%
Strategic Objectives
(2)
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. 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 temp/contractor 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.
2. 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 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 (e.g. significant unplanned M&A activity).
4.2 Non-Executive Directors
Michael Findlay became Chair on 1 May 2025 and his fee was £240,000 pa. There is no increase for FY26 and his fee will next be
reviewed for FY27. His fee is lower than the outgoing Chair Andrew Martin whose fee was £247,542 pa for FY25. Base fees for the other
NEDs have been increased by 3% for FY26 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 FY26. There is no fee for being
the Chair of the Nomination Committee. Fees for FY26 are shown below.
Position
Fee for
FY26
£000s
Fee for
FY25
£000s
Chair 240,000 240,000
Base fee 65,858 63,940
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
149Hays plc Annual Report & Accounts 2025

Annual report on remuneration continued
4.3 Voting outcome for the 2023 Remuneration Policy at the 15 November 2023 AGM and FY24 Directors’
Remuneration Report at the 20 November 2024 AGM
Votes Votes 2023 Policy %
Votes FY24 Remuneration
Report %
Votes for 1,307,126,011 93.20% 1,395,608,306 98.02%
Votes against 95,392,505 6.80% 28,249,679 1.98%
Votes withheld 291,633 – 132,389 -
4.4 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.
Current contract start date Unexpired term Notice period from Company Notice period from executive
Dirk Hahn 1 September 2023 Indefinite One year One year
James Hilton 1 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, with the exception of the Chair, appointments can be terminated immediately by
theCompany.
Non-Executive Director Date appointed to the Board Date of current letter of appointment Notice period
Andrew Martin 12 July 2017 28 August 2018 Three months - stood down
from the Board 1 May 2025
Michael Findlay 20 January 2025 15 January 2025 Six months - Became Chair on
1 May 2025
Susan Murray 12 July 2017 12 July 2017 None
MT Rainey 14 December 2015 14 December 2015 None - stood down from the
Board on 20 November 2024
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
Copies of contracts and letters of appointment are available for inspection at the Registered Office.
Governance Financial Statements Additional InformationStrategic Report
150 Hays plc Annual Report & Accounts 2025

5.1 Remuneration Committee members and attendees
The table below shows the members and attendees of the Remuneration Committee during FY25.
Remuneration Committee members Position Comments
Susan Murray Member from 12 July 2017 Independent
MT Rainey Member from 14 December 2015 until 20 November 2024 Independent
Cheryl Millington Member from 17 June 2019 Independent
Joe Hurd Member from 1 December 2021 Independent
Zarin Patel Member from 1 January 2023 Independent
Helen Cunningham Member from 1 March 2024 Independent
Anthony Kirby Member from 1 April 2024 Independent
Remuneration Committee attendees Position Comments
Andrew Martin Group Chair and attended by invitation Independent upon appointment on 23 July 2018
(member from appointment to Board on 12 July 2017
to date became Chair). Attended until he stood down
from the Board on 1 May 2025.
Michael Findlay Group Chair and attended by invitation Independent upon appointment on 20 January 2025
(member from appointment to date he became Chair)
Dirk Hahn
James Hilton
CEO
CFO
Attend by invitation but do not participate in any
discussion about their own reward.
Other executives The Group Head of Reward Attends by invitation as the executive responsible for
advising on the Remuneration Policy.
The CPO Attends by invitation
The Company Secretary
The Deputy Company Secretary
Attends by invitation
Acts as Secretary to the Committee.
Deloitte Committee’s independent advisers during FY25 Attended by invitation.
No person is present during any discussion relating to his or her 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.
Section 5 – Governance
In this section:
5.1 Remuneration
Committee members
and attendees
5.2 Terms of Reference
5.3 Meetings in FY25
5.4 Advisers to the
Remuneration
Committee
5.5 Engagement with
shareholders
5.6 Considering risk
5.7 General governance
151Hays plc Annual Report & Accounts 2025

5.3 Meetings in FY25
The Committee normally meets at least four times per year. During FY25, it formally met six times as well as having ongoing dialogue via
email or telephone discussion. The meetings principally discussed the following key issues and activities:
– A review of the basic pay, bonus, PSP awards, and the personal objectives of the Executive Directors and other senior executives.
In particular the Committee focused on setting incentive targets given the ongoing uncertain market and economic circumstances;
– A review of the short and long-term incentive plans to ensure they aligned to the new strategy. This resulted in proposals to change
metrics and weightings for FY26. The Committee wrote to shareholders and reviewed and welcomed their constructive feedback;
– Consideration of the relationship between executive reward and the reward structures in place for other Group employees;
– A review of the Committee’s Terms of Reference; and
– The review of the Gender Pay Gap reporting.
5.4 Advisers to the Remuneration Committee
Deloitte was appointed by the Committee as the independent adviser to the Committee with effect from November 2016 following a
competitive tender process. During FY25 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 FY25 in relation to Committee work was £150,250 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 HR
consulting services 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 in particular. During FY25, the
Committee wrote to over twenty of its largest shareholders and the main proxy voting agencies to explain proposed changes to its
incentive plan metrics and weightings to align them more closely to the Company strategy and focus on generating sustainable profit
through the cycle. The Committee was pleased to engage in meetings with a number of shareholders and welcomed the constructive
dialogue and feedback. The Committee was pleased to receive predominant support for the changes proposed.
The Committee would like to thank those shareholders and proxy agencies who responded and appreciated the feedback.
5.6 Considering risk
Each year, the Committee considers the executive remuneration structure in the light of its 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’ Report on Remuneration has been prepared in accordance with Schedule 8 to The Large and Medium-sized Companies
and Groups (Accounts and Reports) Regulations 2008 (as amended), the revised provisions of the Code and the Listing Rules.
By order of the Board
Susan Murray
Chair of the Remuneration Committee
20 August 2025
Annual report on remuneration continued
Governance Financial Statements Additional InformationStrategic Report
152 Hays plc Annual Report & Accounts 2025

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.
The Directors’ Report for the year ended 30 June 2025 comprises pages 153-157 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. This report contains certain forward-looking statements with
respect to the operations, performance and financial condition of the Group. Bytheir nature, these statements involve uncertainty since
future events and circumstances can cause results and developments to differ from those anticipated. The forward-looking statements
reflect knowledge and information available at the date of preparation of this report. Nothing in this report should be construed as a
profit forecast.
Information Location in this Annual Report Page(s)
Appointment and retirement of Directors Nomination Committee report 112
Business model and strategy Strategic Report 18-33
Corporate Governance Report Corporate Governance Report 91-152
Directors and their interests Corporate governance report, Directors’
RemunerationReport
94-96, 142
Dividends/dividend policy Strategic Report, Financial statements – note 11 13, 182
Events after the reporting period Financial statements – note 33 205
Financial instruments and financial risk management Financial statements – note 20, Chief Financial
Officer’s review
193, 10 to 13
Future developments Strategic Report 88
GHG emissions/SECR disclosures Strategic Report 69
Going concern and viability statement Strategic Report 88-89
Related party transactions Financial statements - note 28 202
Section 172 statement Corporate Governance Report 105
Share capital and control of the Company and
significant agreements
Financial statements – note 25 200
Stakeholder engagement Strategic Report, Corporate Governance Report 45-47, 104-105
153Hays plc Annual Report & Accounts 2025

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 105.
The Statement of Compliance with the Code for the reporting
period is contained in the Governance Report on page 99.
Information relating to matters addressed by the Audit and Risk,
Remuneration, Sustainability and Nomination Committees, which
operate within clearly defined Terms of Reference, are set out
within the Audit and Risk, Remuneration, Sustainability and
Nomination Committee Reports. Information relating to
dividends and majority shareholders can be found on page 216
under Shareholder information.
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.
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 and Accounts:
UK Listing Rule 6.6.1(3) Pages
Details of long-term incentive schemes 126-150
UK Listing Rule 6.6.6(8) Pages
Climate-related financial disclosures consistent
with TCFD
70-78
UK Listing Rule 6.6.6(9) and (10) Page
Diversity disclosures 113
The above table sets out only those sections of the UKLRs which
are relevant. Any items not listed are not applicable.
Directors
Biographies of the serving Directors are provided on pages
94-96 of this report. During the year, Michael Findlay was
appointed as Non-Executive Director and Chair Designate on
20 January 2025. MT Rainey and Andrew Martin stepped down
from the Board on 20 November 2024 and 1 May 2025
respectively. Michael Findlay succeeded Andrew as Chair with
effect from 1 May 2025. All the other Directors served on the
Board throughout FY25. Cheryl Millington is the Senior
Independent Director and Helen Cunningham is the Designated
Workforce Engagement Director.
Appointment and replacement 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 2018 Code, all Directors are subject to
annual re-election by shareholders. Each of the Non-Executive
Directors seeking appointment or reappointment 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 for
election or re-election 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.
Independence of Directors and
time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. These were also reviewed as part of
the Board’s externally facilitated effectiveness review. Both the
review and the Board concluded that each of the Non-Executive
Directors’ Report continued
Governance Financial Statements Additional InformationStrategic Report
154 Hays plc Annual Report & Accounts 2025

Directors is independent in character and judgement in line with
the definition set out in the 2018 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.
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.
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.
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.
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 authority
being given to the Directors by the shareholders in general
meeting, applicable legislation and the Articles.
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 2025, 0.53% 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.
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. 270,042
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.
Dilution limits in respect of share schemes
The current Investment Association (IA) guidance on dilution
limits provides that the overall dilution under all share plans
operated by a company should not exceed 10% over a ten-year
period in relation to the Company’s share capital. The Company’s
share plans operate within IA recommended guidelines on
dilution limits.
155Hays plc Annual Report & Accounts 2025

Share capital
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. On 30 June 2025, the
Company had 1,600,433,092 fully paid Ordinary shares in issue,
of which 8,507,593 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.
Political donations
The Company made no political donations during the financial
year ended 30 June 2025 (2024: nil) and the Board intends to
maintain its policy of not making such payments.
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 page 122.
2025 Annual Report & Accounts
On the recommendation of the Audit and 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.
Annual General Meeting
The Company’s AGM will be held at 12 noon on 19 November
2025 at the offices of BNP Paribas, 10 Harewood Ave, London
NW1 6AA. The Notice of Meeting sets out the resolutions to be
proposed at the AGM and gives details of the voting record date
and proxy appointment deadline for that Meeting. The Notice of
Meeting is contained in a separate circular to shareholders which
is being mailed or otherwise provided to shareholders at the
same time as this report.
Shareholders are encouraged to send any questions they may
have for the Board, that relate to the business of the meeting, in
advance by email to company cosec@hays.com. Answers will be
published, together with the full voting results for the 2025 AGM,
on the corporate website shortly after the meeting.
By order of the Board
Rachel Ford
Company Secretary
20 August 2025
Directors’ Report continued
Governance Financial Statements Additional InformationStrategic Report
156 Hays plc Annual Report & Accounts 2025

Statement of Directors’
Responsibilities
The Directors are responsible for preparing the Annual Report and the Accounts
in accordance with applicable law and regulation.
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.
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 Strategic Report includes a fair review of the development
and performance of the business and the position of the
Group and Company, together with a description of the
principal risks and uncertainties that they face
– 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 20 August 2025 and signed on its behalf by order of
the Board
Dirk Hahn
Chief Executive Officer
James Hilton
Chief Financial Officer
20 August 2025
Hays plc
Company Registered No. 02150950
157Hays plc Annual Report & Accounts 2025

Financial Statements
159 Independent Auditors’ Report
166 Consolidated Group Financial Statements
206 Hays plc Company Financial Statements
158 Hays plc Annual Report & Accounts 2025
Strategic report Governance Financial statements Additional Information

Independent auditors’ report
to the members of Hays plc
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 2025 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 and Hays plc Company Balance
Sheet as at 30 June 2025; the Consolidated Income Statement,
the Consolidated Statement of Comprehensive Income, the
Consolidated Cash Flow Statement, the Consolidated Statement
of Changes in Equity and 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 remained independent of the Group in accordance with the
ethical requirements that are relevant to our audit of the financial
statements in the UK, which includes the FRC’s Ethical Standard,
as applicable to listed public interest entities, and we have
fulfilledour other ethical responsibilities in accordance with
theserequirements.
To the best of our knowledge and belief, we declare that
non-audit services prohibited by the FRC’s Ethical Standard were
not provided.
Other than those disclosed in Note 7, 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 11 components;
– In addition, for a further eight 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 over 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)
Materiality
– Overall Group materiality: £7.6 million (2024: £8.2million) based
on 0.78% of net fees (2024: 5% of the average of the last three
years’ Group profit before tax and exceptional items).
– Overall Company materiality: £7.8 million (2024: £8.6 million)
based on 1% of total assets, with certain procedures restricted
by the amount of materiality available for allocation (2024: 1%
of total assets, with certain procedures restricted by the
amount of materiality available for allocation).
– Performance materiality: £5.7million (2024: £6.1 million)
(Group) and £5.9 million (2024: £6.4 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.
159Hays plc Annual Report & Accounts 2025

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.
Independent auditors’ report continued
This is not a complete list of all risks identified by our audit.
Recoverability of trade receivables, which was a key audit matter
last year, is no longer included because our reassessment of the
risk has reduced as a result of the relative level of judgement
applied and associated audit effort expended when compared
tothe other areas which we have deemed to be key audit
matters. Otherwise, the key audit matters below are consistent
with last year.
Key audit matter How our audit addressed the key auditmatter
Classification of exceptional costs (Group)
Refer to Audit and Risk Committee Report, Notes 2 (f), 3, 5, 10
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 £30.7 million
(2024: £80.0 million) which were included in the Consolidated
Income Statement and disclosed within the Annual Report
andAccounts.
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 and ongoing multi-year transformation
programmes as exceptional due to their significance on the
Group’s business operations 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;
– Tested, on a sample basis, exceptional items and agreed them to
corroborating evidence. This included procedures at certain
overseas locations in scope for our Group audit, as well as those
performed centrally;
– Assessed the nature of the items subject to our testing and
corroborated 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.
160 Hays plc Annual Report & Accounts 2025
Strategic Report Governance Financial Statements Additional Information

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 4 of
the Company Financial Statements.
At 30 June 2025, the Parent Company held investments in its
subsidiaries with a carrying value of £678.2 million
(2024: £743.9 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 trigger for HSRH as a
result of the ongoing challenging trading conditions in the UK.
Consequently, management prepared a detailed impairment
assessment of the Company’s investment in HSRH, determining
the higher value to be based on its ViU model.
Based on its assessment, and challenge provided during our
audit, management identified an impairment charge of £65.7m,
which was recorded in the Company financial statements.
To address the risk surrounding the carrying value of the investment
in HSRH, 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4, Investments, in the Company financial statements,
including sensitivity disclosures, to verify compliance with
accounting standards.
Following the conclusion of our procedures performed we are
satisfied that management has appropriately determined the value
of the Company’s investment in HSRH, which resulted in an
impairment charge of £65.7m being recognised.
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 31 trading countries are structured across four
reporting segments, Australia & New Zealand (‘ANZ’), Germany,
UK & Ireland (‘UK&I’) and Rest of World (‘ROW’). Of the 31 trading
countries, four components in the UK, Germany and Australia,
subject to full scope audits, together represent 61% of the
Group’s net fees and 39% of the Group’s profit before tax
(excluding exceptional items, intercompany operating income
and expenses and calculated on an absolute basis). Within these
three countries we considered three components to be
significant due to their relative size to the Group.
A further 7 components were also subject to full scope audits by
PwC teams which, together with centrally performed audit
procedures, represented a further 13% of Group net fees and
23% of Group’s profit before tax excluding exceptional items,
intercompany operating income and expenses and calculated on
an absolute basis. In total, including audit of specific classes of
transactions, our procedures covered 91% of the Group’s gross
fees, 83% of the Group’s net fees and 62% of the Group’s profit
before tax (excluding exceptional items, intercompany operating
income and expenses and calculated on an absolute basis).
One holding company was subject to a limited scope audit of
taxbalances.
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 17% of net fees and
38% of Group profit before tax excluding exceptional items,
intercompany operating income and expenses and calculated on
an absolute basis.
161Hays plc Annual Report & Accounts 2025

We ensured that we maintained appropriate oversight of our
component auditors through issuing detailed instructions and
maintaining remote communications with all the teams. We
visited our significant component teams in France and Germany
during the year end audit process and maintained regular
contact with our team in Australia, having visited the local
operations during the last financial year’s audit. 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 joined the audit closing meetings
foreach of the components that were subject to full scope
auditprocedures.
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 for the purposes of the Company
financial statements.
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 GHG emissions
by 2026 and becoming a Net Zero Company. 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:
Financial Statements - Group Financial Statements - Company
Overall
materiality
£7.6 million (2024: £8.2million). £7.8 million (2024: £8.6 million).
How we
determined it
0.78% of net fees (2024: 5% of the average of the last three years’ Group
profit before tax and exceptional items)
1% of total assets, with certain
procedures restricted by the amount
of materiality available for allocation
(2024: 1% of total assets, with certain
procedures restricted by the amount
of materiality available for allocation)
Rationale for
benchmark
applied
In the prior year, we calculated materiality using a three-year average
profit before tax (before exceptionals), taking a standard materiality
benchmark and applying an average to reflect the volatility in the
underlying profitability of the Group over the past few years. We
considered it appropriate to update the benchmark in the current year
given the continued low levels of profitability as the Group adjusts its cost
base, and due to ongoing macroeconomic challenges in the recruitment
sector. We consider net fees to be a key performance measure that
better 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 slight 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.
Independent auditors’ report continued
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 £6.8 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
162 Hays plc Annual Report & Accounts 2025
Strategic Report Governance Financial Statements Additional Information

materiality was 75% (2024: 75%) of overall materiality, amounting
to £5.7million (2024: £6.1 million) for the Group financial
statements and £5.9 million (2024: £6.4 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
£380,000 (Group audit) (2024: £400,000) and £380,000
(Company audit) (2024: £240,000) 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
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;
– Obtaining and understanding the Group’s latest revolving
credit facility agreement; 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.
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 2025 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.
163Hays plc Annual Report & Accounts 2025

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.
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.
Independent auditors’ report continued
164 Hays plc Annual Report & Accounts 2025
Strategic Report Governance Financial Statements Additional Information

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 the UK Listing Rules, employment
legislations 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 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. 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
Following the recommendation of the Audit and Risk Committee,
we were appointed by the directors on 9 November 2016 to audit
the financial statements for the year ended 30 June 2017 and
subsequent financial periods. The period of total uninterrupted
engagement is 9 years, covering the years ended 30 June 2017
to 30 June 2025.
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
20 August 2025
165Hays plc Annual Report & Accounts 2025

Consolidated Income Statement
For the year ended 30 June
(In £s million)
Note
(note 5)
2025
(note 5)
2024
Turnover
4, 6
6,607.0
-
6,607.0
6,949.1
-
6,949.1
Net fees
(1)
4, 6
972.4
-
972.4
1,113.6
-
1,113.6
Administrative expenses
(2)
6
(926.8)
(30.7)
(957.5)
(1,008.5)
(80.0)
(1,088.5)
Operating profit
4
45.6
(30.7)
14.9
105.1
(80.0)
25.1
Net finance charge
(3)
9
(13.4)
-
(13.4)
(10.4)
-
(10.4)
Profit before tax
32.2
(30.7)
1.5
94.7
(80.0)
14.7
Tax
10
(11.3)
2.0
(9.3)
(30.7)
11.1
(19.6)
Profit/(loss) after tax
20.9
(28.7)
(7.8)
64.0
(68.9)
(4.9)
Profit/(loss) attributable to equity holders of the
parent company
20.9
(28.7)
(7.8)
64.0
(68.9)
(4.9)
- Basic
12
1.31p
(1.80p)
(0.49p)
4.03p
(4.34p)
(0.31p)
- Diluted
12
1.31p
(1.80p)
(0.49p)
4.00p
(4.31p)
(0.31p)
1. Net fees comprise turnover less remuneration of temporary workers and other recruitment agencies.
2. Administrative expenses include impairment loss on trade receivables of £0.5 million (2024: £1.4million).
3. Net finance charge is stated net of interest received on bank deposits of £2.2 million (2024: £3.2 million).
Consolidated Statement of Comprehensive Income
For the year ended 30 June
(In £s million)
2025
2024
Loss for the year
(7.8)
(4.9)
Actuarial remeasurement of defined benefit pension schemes
(45.9)
(23.2)
Tax relating to components of other comprehensive income
12.2
5.6
(33.7)
(17.6)
Currency translation adjustments
(9.3)
(4.1)
Other comprehensive loss for the year net of tax
(43.0)
(21.7)
Total comprehensive loss for the year
(50.8)
(26.6)
Attributable to equity shareholders of the parent company
(50.8)
(26.6)
166 Hays plc Annual Report & Accounts 2025
Strategic Report Governance Financial Statements Additional Information

Consolidated Balance Sheet
At 30 June 2025
(In £s million)
Note
2025
2024
Goodwill
13
182.0
182.9
Other intangible assets
14
45.8
37.7
Property, plant and equipment
15
21.6
25.2
Right-of-use assets
16
166.6
162.2
Deferred tax assets
17
44.6
25.4
Retirement benefit surplus
23
-
19.4
460.6
452.8
Trade and other receivables
18
1,134.1
1,194.5
Corporation tax debtor
5.9
9.1
Cash and cash equivalents
19
168.5
160.9
1,308.5
1,364.5
Total assets
1,769.1
1,817.3
Trade and other payables
22
(931.9)
(926.6)
Bank overdrafts
(1)
19
(36.5)
(39.1)
Lease liabilities
16
(39.8)
(44.2)
Corporation tax liabilities
(14.8)
(13.0)
Provisions
24
(25.6)
(24.0)
(1,048.6)
(1,046.9)
Bank loans
21
(95.0)
(65.0)
Lease liabilities
16
(140.9)
(135.1)
Provisions
24
(17.9)
(12.7)
(253.8)
(212.8)
Total liabilities
(1,302.4)
(1,259.7)
Net assets
466.7
557.6
Called up share capital
25
16.0
16.0
Share premium
369.6
369.6
Merger reserve
26
-
28.8
Capital redemption reserve
3.4
3.4
Retained earnings
12.1
62.0
Cumulative translation reserve
44.5
53.9
Equity reserve
21.1
23.9
Total equity
466.7
557.6
1. Due to a change in accounting policy (see note 2), £39.1 million has been re-presented in the comparative information from cash and cash equivalents to bank overdrafts, representing
overdraft balances where the Group has a legal right of offset as part of the Group’s cash pooling arrangements. This restatement does not impact the reported profit, earning per share, net
assets, net cash or on the available headroom on the Group’s revolving credit facility.
The Consolidated Financial Statements of Hays plc, registered number 2150950, as set out on pages 166 to 215 were approved by the
Board of Directors and authorised for issue on 20 August 2025.
Signed on behalf of the Board of Directors
D Hahn J Hilton
167Hays plc Annual Report & Accounts 2025

Consolidated Statement of Changes in Equity
For the year ended 30 June 2025
reserve
(1)
reserve
(2)
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)
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)
Purchase of own shares
-
-
-
-
-
-
-
-
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
For the year ended 30 June 2024
reserve
(1)
reserve
(2)
At 1 July 2023
16.0
369.6
43.8
3.4
155.4
58.0
24.1
670.3
Currency translation adjustments
-
-
-
-
-
(4.1)
-
(4.1)
schemes
-
-
-
-
(23.2)
-
-
(23.2)
Tax relating to components of other
comprehensive income
-
-
-
-
5.6
-
-
5.6
Net expense recognised in other
comprehensive income
-
-
-
-
(17.6)
(4.1)
-
(21.7)
Loss for the year
-
-
-
-
(4.9)
-
-
(4.9)
Total comprehensive income for the year
-
-
-
-
(22.5)
(4.1)
-
(26.6)
Dividends paid
-
-
(15.0)
-
(68.3)
-
-
(83.3)
Purchase of own shares
-
-
-
-
(12.3)
-
-
(12.3)
statement
-
-
-
-
-
-
9.5
9.5
Share-based payments settled on vesting
-
-
-
-
9.7
-
(9.7)
-
At 30 June 2024
16.0
369.6
28.8
3.4
62.0
53.9
23.9
557.6
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’.
168 Hays plc Annual Report & Accounts 2025
Strategic Report Governance Financial Statements Additional Information

Consolidated Cash Flow Statement
For the year ended 30 June 2025
(In £s million)
2025
2024
Operating profit
14.9
25.1
Exceptional items (note 5)
30.7
80.0
Depreciation of property, plant and equipment
10.2
11.1
Depreciation of right-of-use assets
44.7
46.0
Amortisation of other intangible assets
7.7
9.2
Loss on disposal of property, plant and equipment
0.3
-
Net movements in provisions (excluding exceptional items)
1.5
0.2
Share-based payments (excluding exceptional items)
7.7
8.2
102.8
154.7
Operating cash flow before movement in working capital
117.7
179.8
Decrease in trade and other receivables
51.3
43.2
Increase/(decrease) in trade and other payables
6.8
(59.7)
Movement in working capital
58.1
(16.5)
Cash generated by operations
175.8
163.3
Cash paid in respect of exceptional items
(29.9)
(22.9)
Pension scheme deficit funding
(3)
(23.1)
(18.2)
Income taxes paid
(12.9)
(26.4)
Net cash inflow from operating activities
109.9
95.8
Purchase of property, plant and equipment
(7.0)
(7.6)
Purchase of Other intangible assets
(15.7)
(15.8)
Interest received
2.2
3.2
Net cash used in investing activities
(20.5)
(20.2)
Interest paid
(9.5)
(7.2)
Lease liability principal repayment
(47.5)
(51.0)
Purchase of own shares
-
(12.3)
Equity dividends paid
(47.8)
(83.3)
Increase in bank loans and overdrafts
30.0
55.0
Repayment on refinancing of credit facility
(1)
(135.0)
-
Drawdown on refinancing of credit facility
(1)
135.0
-
Net cash used in financing activities
(74.8)
(98.8)
Net increase/(decrease) in cash, cash equivalents and bank overdrafts
14.6
(23.2)
Cash, cash equivalents and bank overdrafts at beginning of year
(2)
121.8
145.6
Effect of foreign exchange rate movements
(4.4)
(0.6)
Cash, cash equivalents and bank overdrafts at end of year
(2)
132.0
121.8
1. 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.
2. Cash, cash equivalents and bank overdrafts comprises cash and cash equivalents of £168.5 million (2024: £160.9 million) net of bank overdrafts of £36.5 million (2024: 39.1 million).
3. Pension contributions comprise £8.4 million in respect of pension deficit contribution (2024: £18.2 million), £12.6 million related to the full pension buy-in completed in December 2024
(2024: £nil), and a further £2.1 million of expenses and true-ups (2024: £nil).
169Hays plc Annual Report & Accounts 2025

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
th
Floor, 20 Triton Street, London NW1 3BF.
The Consolidated Financial Statements have been prepared in
accordance with UK-adopted International Accounting
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 2025. These accounting
policies are consistent with those applied in the preparation of
the Consolidated Financial Statements for the year ended
30 June 2024; the Group has applied the IAS 12 amendment
which provides an exemption from recognising and disclosing
information related to Pillar Two top-up taxes (see note 10).
The following new standards are mandatory for the first time in
the Group’s accounting period beginning on 1 July 2024 and no
new standards have been early adopted. The Group’s
Consolidated Financial Statements have adopted the new
standards, but they have had no material impact on the Group’s
results or financial position:
• IFRS 16 (amendments) ‘Lease accounting’, on sale and
leaseback (effective 1 January 2024);
• IAS 1 (amendments) ‘Presentation of Financial Statements’, on
non-current liabilities with covenants (effective 1 January
2024); and
• IAS 7 (amendments) ‘Financial instruments’, on supplier
finance (effective 1 January 2024).
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 2025. These new
pronouncements are listed as follows:
• IAS 21 (amendments) ‘Lack of Exchangeability’, The Effects of
Changes in Foreign Exchange Rates (effective 1 January 2025).
The Directors are currently evaluating the impact of the adoption
of the standards, amendments and interpretations but do not
expect them to have a material impact on the Group’s operations
or results.
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.
Change in accounting policy
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
Notes to the consolidated
FinancialStatements
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. Given the increased regulatory focus on grossing up of
overdrafts within cash pool arrangements (under IAS 32,
paragraph 42), management have reviewed the Group’s policy
on offsetting overdraft balances with cash and cash equivalents
and has chosen to change its accounting policy and has
presented cash held in bank accounts separately from
overdrawn amounts in the Consolidated Balance Sheet.
There is no impact on the Group’s level of debt or on the
Revolving Credit Facility headroom, nor is there any change to
profit, earnings per share, net assets or cash flow for the year
ended 30 June 2024.
The Consolidated Balance Sheet at 30 June 2024 has been
restated as follows:
Cash and cash equivalents
121.8
39.1
160.9
Bank overdrafts
-
(39.1)
(39.1)
The impact on the opening Consolidated Balance sheet as at
1 July 2023 is as follows:
Cash and cash equivalents
145.6
35.4
181.0
Bank overdrafts
-
(35.4)
(35.4)
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 successfully refinanced its revolving credit facility in
October 2024 at the increased value of £240 million. The new
facility will expire in October 2029 with options to extend by a
further two years by agreement. At 30 June 2025, £145 million of
the facility was undrawn, with the Group at an overall net cash
position of £37.0 million.
170 Hays plc Annual Report & Accounts 2025
Strategic Report Governance Financial Statements Additional Information

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. 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
At 30 June 2025, the Group had net cash of £37.0 million
compared to net cash of £56.8 million at 30 June 2024. The
Group had a good working capital performance, with significant
management focus on cash collection and average trade debtor
days remained below pre-pandemic levels at 37 days (2024: 36
days), with the increase versus prior year being caused by the
continued relative resilience of our Enterprise clients that typically
have longer payment terms. 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:
– FY26 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 FY27
– Some improvements in working capital, resulting from
initiatives implemented by management
– Future dividends are in-line with current policy
– No material changes to the Group structure
A sensitivity analysis of the Group’s cash flow was performed to
model the potential effects of a range of severe, but plausible,
downside scenarios against the base case projections, with a
range of recovery scenarios considered. The ‘Stress Case’
scenario assumes that the Group experiences a severe further
deterioration in market conditions in H1 FY26.
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
Given the nature of the Temporary and Contracting recruitment
business, significant working capital inflows typically arise in
periods of severe downturn, thus protecting liquidity as was the
case during the Global Financial Crisis of 2008/09 and which we
again experienced during the Covid-19 pandemic, and which we
experience in the year ended 30 June 2025.
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 Contracting recruitment
services, and the focus on building a more resilient business,
underpinned by the Group’s clear strategy and focus on
operational rigour. Furthermore, whilst our key markets have
become increasingly challenging throughout FY25, 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
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, any proposed
dividends, and will remain within its banking covenants. 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 judgment 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.
171Hays plc Annual Report & Accounts 2025

2 Material accounting policies continued
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.
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 or a material
impairment of goodwill or other intangible assets. Items
described as “before exceptional items” are alternative
performance measures.
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.
Notes to the Consolidated Financial Statements continued
172 Hays plc Annual Report & Accounts 2025
Strategic Report Governance Financial Statements Additional Information

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.
173Hays plc Annual Report & Accounts 2025

2 Material accounting policies continued
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.
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:
–
The cost is written off over the unexpired
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.
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
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.
Notes to the Consolidated Financial Statements continued
174 Hays plc Annual Report & Accounts 2025
Strategic Report Governance Financial Statements Additional Information

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.
s Derivative financial instruments
The Group may use certain derivative financial instruments to
reduce its exposure to foreign exchange movements. The Group
held six foreign exchange contracts at the end of the current year
(2024: 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.
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.
175Hays plc Annual Report & Accounts 2025

2 Material accounting policies continued
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.
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 70). 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.
Management has determined that there is no impairment
required to any of the CGUs in the year ended 30 June 2025.
Provisions in respect of recoverability of trade receivables
As described in note 18 to the Consolidated Financial Statements,
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.
Notes to the Consolidated Financial Statements continued
176 Hays plc Annual Report & Accounts 2025
Strategic Report Governance Financial Statements Additional Information

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 166. The reconciliation of turnover to net fees
can be found in note 6 to the Consolidated Financial Statements.
(In £s million)
Note
2025
2024
Germany
1,751.1
1,900.3
United Kingdom & Ireland
1,516.2
1,594.4
Australia & New Zealand
1,110.2
1,286.9
Rest of World
2,229.5
2,167.5
Group
6
6,607.0
6,949.1
(In £s million)
Note
2025
2024
Germany
308.9
351.8
United Kingdom & Ireland
192.2
225.7
Australia & New Zealand
116.2
139.7
Rest of World
355.1
396.4
Group
6
972.4
1,113.6
(In £s million)
Note
2025
2024
Germany
256.8
283.8
United Kingdom & Ireland
198.0
219.3
Australia & New Zealand
112.6
128.2
Rest of World
359.4
377.2
Group
926.8
1,008.5
items
2025
items
2024
Germany
52.1
(9.0)
43.1
68.0
(23.6)
44.4
United Kingdom & Ireland
(5.8)
(6.3)
(12.1)
6.4
(7.3)
(0.9)
Australia & New Zealand
3.6
(1.3)
2.3
11.5
(5.3)
6.2
Rest of World
(4.3)
(14.1)
(18.4)
19.2
(43.8)
(24.6)
Group
45.6
(30.7)
14.9
105.1
(80.0)
25.1
177Hays plc Annual Report & Accounts 2025

4 Segmental information continued
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.
adjustments
2025
adjustments
2024
Germany
205.7
2.5
208.2
231.8
(3.0)
228.8
United Kingdom & Ireland
156.8
-
156.8
160.8
(0.1)
160.7
Australia & New Zealand
78.5
(7.3)
71.2
89.8
0.6
90.4
Rest of World
254.6
(8.3)
246.3
276.3
(1.9)
274.4
Group
695.6
(13.1)
682.5
758.7
(4.4)
754.3
Major customers
In the current year and prior year there was no customer that exceeded 10% of the Group’s turnover.
5 Exceptional items
During the year, the Group incurred an exceptional charge of £30.7 million (year ended 30 June 2024: £80.0 million) being
administrative in nature.
During the year, the Group undertook the restructure of several country business operations. In Germany, the United Kingdom & Ireland
and in France we restructured our back-office functions and closed several business lines. We also closed 16 offices in the United
Kingdom & Ireland and four offices in France. In addition, we restructured the operations of the Statement of Works business in
Germany and closed the Statement of Works business in the United Kingdon & Ireland. In the Americas we closed our operations in the
Chile and Colombia businesses and our offices in Rio de Janeiro and Campinas, to focus on two high potential markets by creating
flagship offices in Sao Paulo and Mexico City. We also restructured our Czech business, to only service enterprise clients in Temp and
Contracting roles, with no Permanent or SME activities continuing, resulting in the closure of two offices and all back-office functions.
The restructuring exercises led to the redundancy of a number of employees, including senior management and back-office positions
at a combined cost of £17.7 million.
The Group also incurred a £13.0 million exceptional charge in relation to the multi-year Technology transformation and Finance
transformation programmes, comprising both staff costs and third-party costs. Despite being multi-year, the transformation projects
are considered to be one-off in nature due to their scale and impact, as they aim to fundamentally change how the support functions
will operate across the Group. The restructuring costs were incurred as part of the Group’s strategy to build a structurally more
resilient business and to better position the business going forward and are considered exceptional given their size and impact on
business operations.
During the year ended 30 June 2024, the Group incurred an exceptional charge of £80.0 million (of which £27.9 million was incurred in
the six months ended 31 December 2023). Following the appointment of the new CEO, Dirk Hahn, and in response to increasingly
challenging market conditions and a clear slowdown in most markets, we restructured the business operations of many countries
across the Group, to better align business operations to market opportunities and reduce operating costs. The restructuring exercise
led to the redundancy of a number of employees, including senior and operational management and back-office positions and the
closure of 17 offices. This resulted in the Group incurring a restructuring cost of £42.2 million. The restructuring costs were expected to
generate significant cost savings and were considered exceptional given their size and impact on business operations. The remaining
£37.8 million was non-cash, comprising a £22.5 million charge relating to impairment of intangible assets and a £15.3 million charge
related to the partial impairment of goodwill in the US business.
The cash impact of the exceptional charge in the current year was £17.5 million, with an additional £12.4 million of cash payments in
respect of the prior year exceptional charge, including £1.3 million of lease liability repayments relating to right-of-use assets that were
impaired in the prior year (see note 16).
The exceptional charge generated a net £2.0 million tax credit (2024: tax credit of £11.1 million).
Notes to the Consolidated Financial Statements continued
178 Hays plc Annual Report & Accounts 2025
Strategic Report Governance Financial Statements Additional Information

6 Operating profit
The following costs are deducted from turnover to determine net fees:
(In £s million)
2025
2024
Turnover
6,607.0
6,949.1
Remuneration of temporary workers
(4,619.6)
(4,995.4)
Remuneration of other recruitment agencies
(1,015.0)
(840.1)
Net fees
972.4
1,113.6
Operating profit is stated after charging the following items to net fees of £972.4 million (2024: £1,113.6 million):
items
2025
items
2024
Staff costs (note 8)
702.7
18.5
721.2
789.4
30.2
819.6
Amortisation of other intangible assets (note 14)
7.7
-
7.7
9.2
-
9.2
Depreciation of property, plant and equipment (note 15)
10.2
-
10.2
11.1
-
11.1
Depreciation of right-of-use assets (note 16)
44.7
-
44.7
46.0
-
46.0
Loss on disposal of property, plant and equipment (note 15)
0.3
-
0.3
-
0.4
0.4
Impairment loss on goodwill (note 13)
1.0
-
1.0
-
15.3
15.3
Impairment of right-of-use assets (note 16)
-
1.7
1.7
-
4.9
4.9
Impairment of intangible assets (note 14)
-
-
-
-
22.5
22.5
Short-term leases and leases of low-value assets
3.4
-
3.4
3.5
-
3.5
Impairment loss on trade receivables (note 18)
0.5
-
0.5
1.4
-
1.4
• for statutory audit services
2.6
-
2.6
2.4
-
2.4
• for other services
0.3
-
0.3
0.3
-
0.3
Other external charges
153.4
10.5
163.9
145.2
6.7
151.9
Administrative expenses
926.8
30.7
957.5
1,008.5
80.0
1,088.5
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.
In the prior year, within exceptional items in the table above, staff costs (£30.2 million), loss on disposal of property, plant and equipment
(£0.4 million), impairment of right-of-use assets (£4.9 million) and other external charges (£6.7 million) total £42.2 million and represent
the restructuring charge as disclosed in note 5 to the Consolidated Financial Statements.
7 Auditor’s remuneration
(In £s million)
2025
2024
Fees payable to the Company's Auditors for the audit of the Company's annual Financial Statements
0.7
0.6
The audit of the Company's subsidiaries pursuant to legislation
1.9
1.8
Total audit fees
2.6
2.4
Audit-related assurance services
0.3
0.3
Total non-audit fees
0.3
0.3
179 Hays plc Annual Report & Accounts 2025

8 Staff costs
The aggregate staff remuneration (including Executive Directors) was as follows:
items
2025
items
2024
Wages and salaries
591.1
16.3
607.4
666.5
25.2
691.7
Social security costs
84.4
2.0
86.4
93.1
3.2
96.3
Other pension costs
19.5
0.2
19.7
21.6
0.3
21.9
Share-based payments
7.7
-
7.7
8.2
1.5
9.7
Staff costs
702.7
18.5
721.2
789.4
30.2
819.6
Average number of persons employed during the year (including Executive Directors) was as follows:
(Number)
2025
2024
Germany
2,605
2,982
United Kingdom & Ireland
2,808
3,404
Australia & New Zealand
1,087
1,329
Rest of World
3,893
4,419
Group
10,393
12,134
Closing number of persons employed at the end of the year (including Executive Directors) was as follows:
(Number)
2025
2024
Germany
2,389
2,808
United Kingdom & Ireland
2,517
3,204
Australia & New Zealand
1,025
1,143
Rest of World
3,592
3,965
Group
9,523
11,120
9 Net finance charge
(In £s million)
2025
2024
Interest received on bank deposits
2.2
3.2
Interest payable on bank loans and overdrafts
(9.5)
(7.2)
Interest on lease liabilities (note 16)
(4.6)
(5.0)
Pension Protection Fund levy
-
(0.1)
Net interest expense on defined benefit pension schemes (note 23)
(1.5)
(1.3)
Net finance charge
(13.4)
(10.4)
Notes to the Consolidated Financial Statements continued
180 Hays plc Annual Report & Accounts 2025
Strategic Report Governance Financial Statements Additional Information

10 Tax
The tax expense for the year is comprised of the following:
(In £s million)
2025
2024
Current tax expense in respect of the current year
(19.4)
(28.1)
Adjustments to current tax in relation to prior years
2.7
4.9
(16.7)
(23.2)
Deferred tax credit in respect of the current year
7.3
2.0
Adjustments to deferred tax in relation to prior years
0.1
1.6
7.4
3.6
Total income tax expense recognised in the current year
(9.3)
(19.6)
Current tax expense for the year is comprised of the following:
(In £s million)
2025
2024
United Kingdom
(3.4)
(3.6)
Overseas
(16.0)
(24.6)
Group
(19.4)
(28.2)
The income tax expense for the year can be reconciled to the accounting profit as follows:
items
2025
items
2024
Profit before tax
32.2
(30.7)
1.5
94.7
(80.0)
14.7
Income tax expense calculated at 25.0% (2024: 25.0%)
(8.1)
7.7
(0.4)
(23.7)
20.0
(3.7)
Items not taxable or non-deductible for tax
(1.5)
-
(1.5)
(6.1)
(0.7)
(6.8)
Changes in recognition of deferred tax in relation to losses
(3.1)
(5.4)
(8.5)
(3.4)
(2.2)
(5.6)
Changes in recognition of deferred tax in relation to
temporary differences
1.1
(0.5)
0.6
(2.6)
(7.0)
(9.6)
Effect of different tax rates of subsidiaries operating in
other jurisdictions
(1.1)
0.2
(0.9)
(0.8)
1.0
0.2
Current tax related to Pillar Two income taxes
(1.0)
-
(1.0)
-
-
-
Effect of share-based payment charges and share options
(0.4)
-
(0.4)
(0.6)
-
(0.6)
Income tax recognised in the current year
(14.1)
2.0
(12.1)
(37.2)
11.1
(26.1)
Adjustments recognised in the current year in relation to
the current tax of prior years
2.7
-
2.7
4.9
-
4.9
Adjustments to deferred tax in relation to prior years
0.1
-
0.1
1.6
-
1.6
Income Statement
(11.3)
2.0
(9.3)
(30.7)
11.1
(19.6)
Effective tax rate for the year
35.1%
6.5%
620.0%
32.4%
13.9%
133.3%
The tax rate used for the reconciliation above for the year ended 30 June 2025 is the corporation tax rate of 25.0% (2024: 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.
181Hays plc Annual Report & Accounts 2025

10 Tax continued
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 current financial year
starting 1 July 2024. The global minimum tax has been disclosed separately in the income tax expense reconciliation.
Income tax recognised in other comprehensive income
(In £s million)
2025
2024
Contributions in respect of defined benefit pension scheme
-
2.4
Tax on foreign exchange movements
0.8
0.1
Adjustments recognised in relation to prior years
(1.5)
-
Actuarial loss in respect of defined benefit pension scheme
11.5
5.8
Contributions in respect of defined benefit pension scheme
(5.4)
(4.2)
Adjustments recognised in relation to prior years
1.4
-
Effect of tax losses recognised for deferred tax
5.4
1.5
Total income tax credit recognised in other comprehensive income
12.2
5.6
11 Dividends
The following dividends were paid by the Group and have been recognised as distributions to equity shareholders in the year:
Prior year final dividend
2.05
32.6
2.05
32.6
Prior year special dividend
-
-
2.24
35.7
Current year interim dividend
0.95
15.2
0.95
15.0
Total
3.00
47.8
5.24
83.3
The following dividends have been proposed by the Group in respect of the accounting year presented:
Interim dividend (paid)
0.95
15.2
0.95
15.0
Final dividend (proposed)
0.29
4.6
2.05
32.5
Total
1.24
19.8
3.00
47.5
The final dividend for 2025 of 0.29 pence per share (£4.6 million) will be proposed at the Annual General Meeting on 19 November 2025
and has not been included as a liability. If approved, the final dividend will be paid on 26 November 2025 to shareholders on the register
at the close of business on 17 October 2025 .
Notes to the Consolidated Financial Statements continued
182 Hays plc Annual Report & Accounts 2025
Strategic Report Governance Financial Statements Additional Information

12 Earnings per share
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
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)
Basic earnings per share
64.0
1,586.6
4.03
Dilution effect of share options
-
13.7
(0.03)
Diluted earnings per share
64.0
1,600.3
4.00
Basic earnings per share
(4.9)
1,586.6
(0.31)
Dilution effect of share options
-
13.7
-
Diluted earnings per share
(4.9)
1,600.3
(0.31)
The weighted average number of shares in issue for the current and prior years exclude shares held in treasury.
Reconciliation of earnings
(In £s million)
2025
2024
Earnings before exceptional items
20.9
64.0
Exceptional items (note 5)
(30.7)
(80.0)
Tax credit on exceptional items (note 10)
2.0
11.1
Total earnings
(7.8)
(4.9)
183Hays plc Annual Report & Accounts 2025

13 Goodwill
(In £s million)
2025
2024
At 1 July
182.9
200.3
Exchange adjustments
0.1
(2.1)
Impairment loss for the year
(1.0)
(15.3)
At 30 June
182.0
182.9
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.
Management has determined that there has been impairment to the value of goodwill related to its investment in Fairer Consulting
Limited and this has been impaired in full as at 30 June 2025.
The key assumptions for the value-in-use calculations are as follows:
Assumption
How determined
Notes to the Consolidated Financial Statements continued
184 Hays plc Annual Report & Accounts 2025
Strategic Report Governance Financial Statements Additional Information

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. Subsequent to the impairment recorded in respect of the US CGU during year ended
30 June 2024, no other impairment was booked in the year ended 30 June 2025. Management performed a sensitivity analysis in
assessing recoverable amounts of goodwill as at 30 June 2025. 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.
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 70 to 78, into cash flow forecasts.
As mentioned above, the Group recognised an impairment charge of £1.0 million during year ended 30 June 2025 in respect of the
Fairer Consulting Limited CGU, included within the UK segment. Management revised its cash flow forecast as at 30 June 2025, which
resulted in a reduction of its recoverable amount below the carrying amount and a strategic decision to divest.
In the prior year, the Group recognised an impairment charge of £15.3 million (recorded under exceptional items) in respect of the US
CGU, included within the Rest of World segment. Management revised it’s cash flow forecast for the US CGU as at 30 June 2024, which
resulted in a reduction of its recoverable amount below the carrying amount. During the year ended 30 June 2025, the perfomance of
the business has improved and there is no indication of further impairment, with clear headroom above the carrying amount.
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. The units or groups of units are identified at the lowest
level at which goodwill is monitored for internal management purposes, being the operating segments. The carrying amount of goodwill
has been allocated as follows:
(In £s million)
2025
2024
Germany
49.7
49.1
United Kingdom & Ireland
93.1
94.1
Rest of World
39.2
39.7
Group
182.0
182.9
Information about the performance of the individual CGUs is provided in the Divisional Operating Reviews, within the Strategic Report
on pages 48 to 53.
185Hays plc Annual Report & Accounts 2025

14 Other intangible assets
(In £s million)
2025
2024
At 1 July
195.2
194.0
Exchange adjustments
(0.8)
(0.9)
Additions
15.7
15.8
Disposals
(3.2)
(13.7)
At 30 June
206.9
195.2
At 1 July
157.5
140.3
Exchange adjustments
(1.0)
(0.8)
Charge for the year
7.7
9.2
Impairment charge (note 5)
-
22.5
Disposals
(3.1)
(13.7)
At 30 June
161.1
157.5
At 30 June
45.8
37.7
At 1 July
37.7
53.7
Other intangible assets relate mainly to computer software, and of the additions in the current year, £4.0 million relate to internally
generated assets (2024: £6.7 million).
The estimated average useful life of the computer software related intangible assets is seven years (2024: 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 £1.9 million (2024: £nil).
Notes to the Consolidated Financial Statements continued
186 Hays plc Annual Report & Accounts 2025
Strategic Report Governance Financial Statements Additional Information

15 Property, plant and equipment
fittings
Total
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
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
At 30 June 2025
6.6
6.1
8.9
21.6
At 1 July 2024
7.2
9.4
8.6
25.2
fittings
Total
At 1 July 2023
28.0
57.3
34.0
119.3
Exchange adjustments
(0.4)
(0.4)
(0.3)
(1.1)
Additions
2.8
2.4
2.4
7.6
Disposals
(1.9)
(5.9)
(4.4)
(12.2)
At 30 June 2024
28.5
53.4
31.7
113.6
At 1 July 2023
20.5
43.8
25.3
89.6
Exchange adjustments
(0.1)
(0.2)
(0.2)
(0.5)
Charge for the year
2.4
6.3
2.4
11.1
Disposals
(1.5)
(5.9)
(4.4)
(11.8)
At 30 June 2024
21.3
44.0
23.1
88.4
At 30 June 2024
7.2
9.4
8.6
25.2
At 30 June 2023
7.5
13.5
8.7
29.7
187Hays plc Annual Report & Accounts 2025

16 Lease accounting
(In £s million)
Property
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)
(In £s million)
Property
At 1 July 2023
164.5
11.5
0.1
176.1
(189.8)
Exchange adjustments
(1.5)
(0.2)
-
(1.7)
3.2
Lease additions
29.8
10.6
-
40.4
(40.4)
Lease disposals
(1.5)
(0.2)
-
(1.7)
1.7
Impairment of right-of-use assets
(4.9)
-
-
(4.9)
-
Depreciation of right-of-use assets
(38.6)
(7.4)
-
(46.0)
-
Lease liability principal repayments
-
-
-
-
51.0
Interest on lease liabilities
-
-
-
-
(5.0)
At 30 June 2024
147.8
14.3
0.1
162.2
(179.3)
Maturity analysis
(In £s million)
2025
2024
Less than one year
(39.8)
(44.2)
One to two years
(34.2)
(34.0)
Two to three years
(26.9)
(25.8)
Three to four years
(20.0)
(19.3)
Four to five years
(16.5)
(14.9)
More than five years
(43.3)
(41.1)
Total lease liabilities
(180.7)
(179.3)
(In £s million)
2025
2024
Current
(39.8)
(44.2)
Non-current
(140.9)
(135.1)
Total lease liabilities
(180.7)
(179.3)
Notes to the Consolidated Financial Statements continued
188 Hays plc Annual Report & Accounts 2025
Strategic Report Governance Financial Statements Additional Information

17 Deferred tax
Deferred tax assets and liabilities in relation to:
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
Accelerated tax depreciation
(4.8)
10.3
-
0.1
5.6
Retirement benefit surplus
(6.5)
-
1.6
-
(4.9)
Share-based payments
2.3
(0.3)
-
-
2.0
Provisions
7.4
(0.3)
-
(0.1)
7.0
Tax losses
9.4
(2.4)
1.5
-
8.5
Other short-term timing differences
10.8
(3.7)
-
0.1
7.2
Net deferred tax
18.6
3.6
3.1
0.1
25.4
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)
2025
2024
Deferred tax assets
44.6
25.4
Deferred tax liabilities
-
-
Net deferred tax
44.6
25.4
The deferred tax asset of £44.6 million (2024: £25.4 million) as at 30 June 2025 primarily arises from our Australian and UK businesses.
The overall deferred tax asset has increased primarily following the buy-in transaction Hays plc entered into in relation to the Hays
Pension Scheme, resulting in the deferred tax liability moving into a deferred tax asset position, together with an additional £11.9 million
deferred tax asset for losses recognised in the UK, on the basis of forecast future taxable profits.
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:
Tax losses (revenue in nature)
207.0
52.5
175.3
43.9
Tax losses (capital in nature)
22.1
5.5
22.1
5.5
Total tax losses
229.1
58.0
197.4
49.4
Unrecognised deductible temporary differences
72.0
18.1
78.3
18.7
189Hays plc Annual Report & Accounts 2025

17 Deferred tax continued
In tax losses (revenue in nature) £7.6 million is due to expire within twenty years and £4.8 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)
2025
2024
Foreign subsidiaries
32.3
29.5
Tax thereon
2.4
2.4
18 Trade and other recievables
(In £s million)
2025
2024
Net trade receivables
664.9
754.3
Net accrued income
408.5
394.5
Prepayments and other receivables
60.7
45.7
Trade and other receivables
1,134.1
1,194.5
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 37 days (2024: 36 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 2025
(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
Notes to the Consolidated Financial Statements continued
190 Hays plc Annual Report & Accounts 2025
Strategic Report Governance Financial Statements Additional Information

As at 30 June 2024
(In £s million)
Gross
Credit Loss
Provision
Net
Not yet due
684.6
0.3%
(1.7)
682.9
Up to one month past due
60.5
8.3%
(5.0)
55.5
One to three months past due
17.8
20.2%
(3.6)
14.2
Greater than three months past due
9.8
83.7%
(8.2)
1.6
Trade receivables
772.7
2.4%
(18.5)
754.2
Accrued income
396.2
0.4%
(1.7)
394.5
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)
2025
2024
At 1 July
18.5
19.2
Exchange movement
(0.2)
(0.3)
Charge for the year
0.5
1.4
Uncollectable amounts written off
(2.3)
(1.8)
At 30 June
16.5
18.5
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 37 days at 30 June 2025
(30 June 2024: 36 days). The sensitivity analysis show that an increase of one DSO will result in an additional £1.0 million impairment
allowance, whereas a decrease of one DSO will result in a £0.9 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 2025, including the impact on the
required provision on accrued income. The results of the sensitivity analysis of DSO is shown below:
One additional DSO
(In £s million)
Adjusted Gross
Not yet due
637.0
0.3%
(1.7)
Up to one month past due
54.4
10.3%
(5.6)
One to three months past due
15.3
24.1%
(3.7)
Greater than three months past due
10.7
60.4%
(6.5)
Trade receivables
717.4
2.4%
(17.5)
One fewer DSO
(In £s million)
Adjusted Gross
Not yet due
572.8
0.3%
(1.5)
Up to one month past due
48.9
10.3%
(5.0)
One to three months past due
13.8
24.1%
(3.3)
Greater than three months past due
9.6
60.4%
(5.8)
Trade receivables
645.1
2.4%
(15.6)
The risk disclosures contained on pages 79 to 87 within the Strategic Report form part of these Consolidated Financial Statements.
191Hays plc Annual Report & Accounts 2025

19 Cash, cash equivalents and bank overdrafts
(In £s million)
2025
Cash and cash equivalents
168.5
160.9
Bank overdrafts
(36.5)
(39.1)
Cash, cash equivalents and bank overdrafts
132.0
121.8
* Cash, cash equivalents and bank overdrafts are subject to cash pooling arrangement, where the banks have right of set off to the credit and debit balances. The table above has been
re-presented to show both the gross and net positions, as a result of change in accounting policy (note 1).
No short-term deposits were placed in the year ended 30 June 2025.
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.
Whilst the Group proposed core full year dividend of 1.24 pence per share represents a dividend cover of 1.1x earnings, the Group target
core full year cover range remains 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 10 to 13.
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.
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.
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.
Notes to the Consolidated Financial Statements continued
192 Hays plc Annual Report & Accounts 2025
Strategic Report Governance Financial Statements Additional Information

20 Derivative financial instruments
(In £s million)
2025
2024
Net derivative asset
-
-
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 10 to 13, 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 2025, the Group had entered into six forward exchange contract arrangements with a counterparty bank (2024: six
forward contracts). There was no net gain or loss resulting from fair market value of the contracts as at 30 June 2025 (2024: 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)
2025
2024
Net trade receivables
664.9
754.3
Net accrued income
408.5
394.5
Cash and cash equivalents
168.5
160.9
Total financial assets
1,241.9
1,309.7
(In £s million)
2025
2024
Trade payables
309.0
320.7
Other payables
85.0
55.1
Accruals
459.6
477.6
Bank loans
95.0
65.0
Bank overdrafts
36.5
39.1
Total financial liabilities
985.1
957.5
193Hays plc Annual Report & Accounts 2025

21 Bank loans
(In £s million)
2025
2024
Bank loans
95.0
65.0
Risk management
A description of the Group’s treasury policy and controls is included in the Chief Financial Officer’s Review on pages 10 to 13.
Committed facilities
The Group successfully refinanced its revolving credit facility in October 2024 at the increased value of £240 million. The new facility will
expire in October 2029 with options to extend by a further two years by agreement.
The financial covenants within the facility remain unchanged and require the Group’s interest cover ratio to be at least 4:1 and its
leverage ratio (net debt to EBITDA) to be no greater than 2.5:1. The interest rate of the facility is based on a ratchet mechanism with a
margin payable over SONIA in the range of 0.70% to 1.50%.
At 30 June 2025, £145 million of the committed facility was undrawn (2024: £145 million undrawn).
Interest rates
The weighted average interest rates paid were as follows:
2025
2024
Bank borrowings
5.7%
6.2%
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.
22 Trade and other payables
(In £s million)
2025
2024
Trade payables
309.0
320.7
Other tax and social security
78.3
73.2
Other payables
85.0
55.1
Accruals
459.6
477.6
Trade and other payables
931.9
926.6
The Directors consider that the carrying amount of trade payables approximates to their fair value. The average credit period taken for
trade purchases is 43 days (2024: 38 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.
Notes to the Consolidated Financial Statements continued
194 Hays plc Annual Report & Accounts 2025
Strategic Report Governance Financial Statements Additional Information

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 £13.7 million (2024: £15.3 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 £5.8 million (2024: £6.3 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.
As previously announced, on 9 December 2024, 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.
The new PIC policy fully insures the Scheme’s remaining benefit obligations, thereby completing the insurance of all liabilities under the
Scheme. The pension buy-in transaction was funded through the existing investment assets held by the Trustee on behalf of the
pension scheme, and the impact of this transaction is reflected in the IAS 19 valuation as at 30 June 2025. Company pension
contributions were £23.1 million (FY24: £18.2 million) which 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. Consequently, the
Group’s annual deficit funding contribution of £18.2 million has ceased with effect from the transaction date.
195Hays plc Annual Report & Accounts 2025

23 Retirement benefit continued
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 included in the Consolidated Balance Sheet arising from the Group’s obligations in respect of its defined benefit
pension schemes is as follows:
(In £s million)
2025
2024
Present value of defined benefit obligations
(451.3)
(489.7)
Bonds and gilts
-
180.4
LDI funds
-
158.2
Buy-in policy and other insurance policies
449.8
159.5
Cash
1.5
11.0
Total fair value of defined benefit scheme assets
451.3
509.1
Net asset arising from defined benefit obligations
-
19.4
(In £s million)
Quoted
Unquoted
2025
Buy-in policy and other insurance policies
-
449.8
449.8
Cash
1.5
-
1.5
Total scheme assets
1.5
449.8
451.3
The fair value of financial instruments has been determined using the fair value hierarchy. Where such quoted prices are unavailable,
the price of a recent transaction for an identical asset, adjusted if necessary, is used. Where quoted prices are not available and recent
transactions of an identical asset on their own are either unavailable or not a good estimate of fair value, valuation techniques are
employed using both observable market data and non-observable data.
The change in the present value of defined benefit obligations is as follows:
(In £s million)
2025
2024
Opening defined benefit obligation at 1 July
(489.7)
(475.8)
Administration costs
(3.0)
(3.0)
Interest on defined benefit scheme liabilities
(24.4)
(24.2)
Net remeasurement gains/(losses) – change in experience assumptions
8.7
(3.6)
Net remeasurement (losses)/gains – change in demographic assumptions
(1.4)
2.0
Net remeasurement gains/(losses) – change in financial assumptions
28.3
(9.6)
Transfer of unfunded supplementary scheme to provisions (note 24)
4.9
-
Benefits and expenses paid
25.3
24.5
Closing defined benefit obligation at 30 June
(451.3)
(489.7)
The analysis of the defined benefit obligations is as follows:
(In £s million)
2025
2024
Plans that are wholly or partly funded
(451.3)
(484.3)
Plans that are wholly unfunded
-
(5.4)
Total
(451.3)
(489.7)
Notes to the Consolidated Financial Statements continued
196 Hays plc Annual Report & Accounts 2025
Strategic Report Governance Financial Statements Additional Information

The defined benefit schemes' liability comprises 52% (2024: 54%) in respect of deferred benefit scheme participants and 48%
(2024: 46%) in respect of retirees.
The weighted average duration of the UK defined benefit scheme liabilities at the end of the reporting year is c.13-14 years
(2024: c.13-14 years).
The change in the fair value of defined benefit scheme assets is as follows:
(In £s million)
2025
2024
Fair value of plan assets at 1 July
509.1
501.5
Interest income on defined benefit scheme assets
25.9
25.9
Return on scheme assets
(81.5)
(12.0)
Employer contributions (towards funded and unfunded schemes)
23.1
18.2
Benefits and expenses paid
(25.3)
(24.5)
Fair value of plan assets at 30 June
451.3
509.1
During the year the Company made funding contributions of £22.6 million (2024: £18.2 million) into the funded Hays Pension Scheme,
and made pension payments amounting to £0.5 million (2024: £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 recognised in the Consolidated Income Statement comprised:
(In £s million)
2025
2024
Net interest income
1.5
1.7
Administration costs
(3.0)
(3.0)
Net expense recognised in the Consolidated Income Statement
(1.5)
(1.3)
The net interest 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)
2025
2024
Return on plan assets (excluding amounts included in net interest expense)
(81.5)
(12.0)
Net remeasurement gains/(losses) – change in experience assumptions
8.7
(3.6)
Net remeasurement (losses)/gains – change in demographic assumptions
(1.4)
2.0
Net remeasurement gains/(losses) – change in financial assumptions
28.3
(9.6)
Remeasurement of the net defined benefit
(45.9)
(23.2)
197Hays plc Annual Report & Accounts 2025

23 Retirement benefit continued
A roll-forward of the actuarial valuation of the Hays Pension Scheme to 30 June 2025 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:
2025
2024
Discount rate
5.50%
5.10%
RPI inflation
3.00%
3.25%
CPI inflation
2.50%
2.65%
Rate of increase of pensions in payment
2.85%
2.95%
Rate of increase of pensions in deferment
2.50%
2.65%
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.13-14 years.
The RPI inflation assumption has been set as gilt market implied RPI appropriate to the duration of the liabilities (c.13-14 years) less a
0.2% per annum inflation risk premium. The CPI inflation assumption has been determined as 0.5% per annum below the RPI
assumption (2024: 0.6%).
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 22.1 years for males (2024: 21.8 years) and 23.8 years for females
(2024: 23.4 years). Also on the same basis, the life expectancy from age 65 years of a current 45-year-old deferred member is 23.0
years for males (2024: 22.6 years) and 25.7 years for females (2024: 25.4 years).
A sensitivity analysis on the principal assumptions used to measure the Scheme’s liabilities at the year-end is:
Discount rate
+/- 0.5%
-£27m/+£30m
Inflation and pension increases (allowing for caps and collars)
+/- 0.5%
+£16m/-£15m
Assumed life expectancy at age 65
+/- 1 year
+£13m/-£13m
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
198 Hays plc Annual Report & Accounts 2025
Strategic Report Governance Financial Statements Additional Information

24 Provisions
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
benefits
Property
Restructuring
other matters
Total
At 1 July 2023
-
-
-
23.6
23.6
Charged to income statement
-
-
35.8
2.8
38.6
Credited to income statement
-
-
-
(4.6)
(4.6)
Utilised
-
-
(22.9)
(3.4)
(26.3)
Transfer from trade and other payables
-
5.4
-
-
5.4
At 30 June 2024
-
5.4
12.9
18.4
36.7
(In £s million)
2025
2024
Current
25.6
24.0
Non-current
17.9
12.7
Total provisions
43.5
36.7
During the current year, the Group recognised a restructuring charge of £30.7 million as exceptional cost as detailed in note 5 of the
Consolidated Financial Statements. Of the £30.7 million restructuring charge, £1.7 million relates to impairment of right-of-use assets
and the remaining £29.0 million was recognised as a restructuring provision, of which £17.5 million was utilised in the year, with a further
£11.1 million utilised in relation to prior year.
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. Given that the amount is not material, a prior year
restatement has not been made (30 June 2024: £5.4 million).
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. 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.
199Hays plc Annual Report & Accounts 2025

25 Called up share capital
Called up, allotted and fully paid Ordinary shares of 1 pence each
At 1 July 2024
1,600,433
16.0
At 30 June 2025
1,600,433
16.0
At 1 July 2023
1,600,433
16.0
At 30 June 2024
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.
As at 30 June 2025, the Company held 8.5 million (2024: 15.6 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.
26 Merger reserve
(In £s million)
Total
At 1 July 2024
28.8
Final dividend paid during the year
(28.8)
At 30 June 2025
-
(In £s million)
Total
At 1 July 2023
43.8
Final dividend paid during the year
(15.0)
At 30 June 2024
28.8
The final dividend for the year ended 30 June 2024 of 2.05 pence per share (£32.6 million), paid on 20 November 2024, was paid out of
a combination of the merger reserves and retained earnings. The merger reserves 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 and
therefore considered to be distributable.
Notes to the Consolidated Financial Statements continued
200 Hays plc Annual Report & Accounts 2025
Strategic Report Governance Financial Statements Additional Information

27 Share-based payments
During the year, £7.7 million (2024: £9.7 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.
At 30 June 2025 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:
300,317
3,003
117
2025
176,338
1,763
108
2026
909,374
9,094
85
2027
4,417,778
44,178
65
2028
5,803,807
58,038
425,816
4,258
117
2025
382,129
3,821
108
2026
515,744
5,157
85
2027
1,132,313
11,323
65
2028
2,456,002
24,559
Total Sharesave options outstanding
8,259,809
82,597
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:
2025
Number
2024
Number
Outstanding at the beginning of the year
7,316
98
5,666
118
Granted during the year
5,755
65
4,733
85
Forfeited during the year
(4,373)
93
(3,046)
114
Expired during the year
(438)
136
(37)
121
Outstanding at the end of the year
8,260
76
7,316
98
Exercisable at the end of the year
726
117
747
143
There were no options exercised during the year (2024: none).
The options outstanding as at 30 June 2025 had a weighted average remaining contractual life of 2.2 years.
201Hays plc Annual Report & Accounts 2025

27 Share-based payments continued
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 Directors’ Remuneration Committee Report on pages
126 to 152.
Details of the share awards outstanding during the year are as follows:
2025
Number
2024
Weighted
2024
Number
Outstanding at the beginning of the year
28,545
116
27,458
127
Granted during the year
14,032
89
11,212
108
Exercised during the year
(4,812)
153
(6,315)
128
Lapsed during the year
(7,881)
116
(3,810)
122
Outstanding at the end of the year
29,884
100
28,545
116
The weighted average share price on the date of exercise was 89 pence (2024: 105 pence).
The options outstanding as at 30 June 2025 had a weighted average remaining contractual life of 2.2 years.
2025
Number
2024
Number
Outstanding at the beginning of the year
3,568
128
3,040
135
Granted during the year
534
91
822
104
Exercised during the year
(1,159)
164
(293)
134
Outstanding at the end of the year
2,943
107
3,569
128
The weighted average share price on the date of exercise was 92 pence (2024: 105 pence).
The options outstanding as at 30 June 2025 had a weighted average remaining contractual life of 1 year.
28 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 Committee Report on pages 126 to 152.
(In £s million)
2025
2024
Short-term employee benefits
9.8
8.7
Share-based payments
5.1
4.5
Remuneration of key management personnel
14.9
13.2
Notes to the Consolidated Financial Statements continued
202 Hays plc Annual Report & Accounts 2025
Strategic Report Governance Financial Statements Additional Information

29 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 2025
New Zealand
Rest of World
Group
Temporary placements
84%
59%
69%
42%
62%
Permanent placements
16%
41%
31%
58%
38%
Total
100%
100%
100%
100%
100%
Private sector
84%
71%
64%
99%
84%
Public sector
16%
29%
36%
1%
16%
Total
100%
100%
100%
100%
100%
Technology
33%
14%
17%
26%
25%
Accountancy & Finance
19%
19%
11%
11%
15%
Engineering
25%
1%
0%
8%
11%
Construction & Property
6%
18%
19%
9%
11%
Office Support
0%
8%
11%
4%
5%
Other
17%
40%
42%
42%
33%
Total
100%
100%
100%
100%
100%
For the year ended 30 June 2024
New Zealand
Rest of World
Group
Temporary placements
82%
57%
65%
39%
59%
Permanent placements
18%
43%
35%
61%
41%
Total
100%
100%
100%
100%
100%
Private sector
85%
68%
63%
98%
83%
Public sector
15%
32%
37%
2%
17%
Total
100%
100%
100%
100%
100%
Technology
33%
15%
16%
27%
25%
Accountancy & Finance
17%
20%
12%
11%
15%
Engineering
27%
2%
0%
7%
11%
Construction & Property
4%
16%
20%
9%
10%
Office Support
0%
9%
11%
4%
5%
Other
19%
38%
41%
42%
34%
Total
100%
100%
100%
100%
100%
203Hays plc Annual Report & Accounts 2025

30 Contingent liabilities
The Group has issued certain financial guarantees in respect of operating lease obligations and in respect of obtaining regulatory
licences in certain countries. The Group has recognised liabilities in respect of these guarantees, where applicable.
31 Reconciliation of financial liabilities arising from financing activities
Net debt
Cash and cash equivalents
168.5
160.9
Bank overdrafts
(36.5)
(39.1)
Bank loans
(95.0)
(65.0)
Net cash
37.0
56.8
Lease liabilities
(180.7)
(179.3)
Net debt including lease liabilities
(143.7)
(122.5)
Net debt reconciliation
overdrafts
Bank loans
liabilities
Subtotal
equivalents
Total
(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)
*
overdrafts
Bank loans
liabilities
Subtotal
equivalents
Total
(35.4)
(10.0)
(189.8)
(235.2)
181.0
(54.2)
Exchange adjustments
-
-
3.2
3.2
(0.6)
2.6
Financing cash flows
(3.7)
(55.0)
51.0
(7.7)
(19.5)
(27.2)
Interest expense
-
(7.2)
(5.0)
(12.2)
-
(12.2)
Interest payments
-
7.2
-
7.2
-
7.2
New leases
-
-
(38.7)
(38.7)
-
(38.7)
At 30 June 2024 (restated)
*
(39.1)
(65.0)
(179.3)
(283.4)
160.9
(122.5)
*
* Due to a change in accounting policy (see note 1), £39.1 million (2023: £35.4 million) has been re-presented in the comparative information from cash and cash equivalents to bank overdrafts,
representing overdraft balances where the Group has a legal right of offset as part of the Group’s cash pooling arrangements. This restatement does not impact the reported profit, earning
per share, net assets, net cash or on the available headroom on the Group’s revolving credit facility.
Notes to the Consolidated Financial Statements continued
204 Hays plc Annual Report & Accounts 2025
Strategic Report Governance Financial Statements Additional Information

32 Discontinued operations
During the year, the Group exited operations in the territories of Chile and Colombia, and divested of its investment in Fairer Consulting
Limited which took place on 31 July 2025. The closures were part of a strategic restructuring and does not represent a separate material
line of business or geographical area. Accordingly, the results have not been presented separately in the Consolidated Income
Statement. The total gross fees generated by discontinued operations in the year ended 30 June 2025 were £4.2 million
(2024: £5.4 million) and net fees of £3.8 million (2024: £5.1 million). The total operating profit generated in the period was £0.7 million
(2024: a loss of £1.0 million).
33 Subsequent events
The final dividend for 2025 of 0.29 pence per share (£4.6 million) will be proposed at the Annual General Meeting on 19 November 2025
and has not been included as a liability. If approved, the final dividend will be paid on 26 November 2025 to shareholders on the register
at the close of business on 17 October 2025.
205Hays plc Annual Report & Accounts 2025

Hays plc Company Balance Sheet
At 30 June 2025
(In £s million) Note
Company
2025
Company
2024
Non-current assets
Other intangible assets 5.7 3.1
Property, plant and equipment 0.5 0.7
Investment in subsidiaries 4 678.2 743.9
Trade and other receivables 5 72.9 71.2
Deferred tax assets 6 15.6 0.3
Retirement benefit surplus 9 - 19.4
772.9 838.6
Current assets
Trade and other receivables 7 5.4 24.8
Cash and cash equivalents 0.8 0.5
6.2 25.3
Total assets 779.1 863.9
Current liabilities
Trade and other payables 8 (117.1) (99.0)
Provisions 10 (3.2) (2.7)
(120.3) (101.7)
Net current liabilities (114.1) (76.4)
Total assets less current liabilities 658.8 762.2
Non-current liabilities
Provisions 10 (5.4) (0.6)
(5.4) (0.6)
Total liabilities (125.7) (102.3)
Net assets 653.4 761.6
Equity
Called up share capital 11 16.0 16.0
Share premium 369.6 369.6
Merger reserve 12 - 28.8
Capital redemption reserve 3.4 3.4
Retained earnings 243.3 319.9
Equity reserve 21.1 23.9
Total equity 653.4 761.6
The loss for the financial year in the Hays plc Company Financial Statements is £32.5 million (2024: profit of £131.0 million).
The Financial Statements of Hays plc, registered number 2150950, set out on pages 206 to 215 were approved by the Board of
Directors and authorised for issue on 20 August 2025.
Signed on behalf of the Board of Directors
D Hahn J Hilton
206 Hays plc Annual Report & Accounts 2025
Strategic Report Governance Financial Statements Additional Information

Hays plc Company Statement of Changes in Equity
For the year ended 30 June 2025
(In £s million)
Called up
share capital
Share
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)
Purchase of own shares - - - - - - -
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
For the year ended 30 June 2024
(In £s million)
Called up
share capital
Share
premium
Merger
reserve
(1)
Capital
redemption
reserve
Retained
earnings
Equity
reserve
(2)
Total equity
At 1 July 2023 16.0 369.6 43.8 3.4 277.5 24.1 734.4
Remeasurement of defined benefit
pension schemes - - - - (23.2) - (23.2)
Tax relating to components of other
comprehensive income - - - - 5.5 - 5.5
Net expense recognised in other
comprehensive income - - - - (17.7) - (17.7)
Profit for the year - - - - 131.0 - 131.0
Total comprehensive income for the year - - - - 113.3 - 113.3
Dividends paid - - (15.0) - (68.3) - (83.3)
Purchase of own shares - - - - (12.3) - (12.3)
Share-based payments charged to the
income statement - - - - - 9.5 9.5
Share-based payments settled on vesting - - - - 9.7 (9.7) -
At 30 June 2024 16.0 369.6 28.8 3.4 319.9 23.9 761.6
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'.
207Hays plc Annual Report & Accounts 2025

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.
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 2025 are described in note 4 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 4 to the
Company Financial Statements.
2 Employee information
There are two people employed by the Company (2024: 2). Details of Directors’ emoluments and interests are included in the
Remuneration Committee Report on pages 126 to 152 of the Annual Report.
3 (Loss)/profit 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 £32.5 million (2024: profit of £131.0 million).
Notes to the Hays plc company
Financial Statements
208 Hays plc Annual Report & Accounts 2025
Strategic Report Governance Financial Statements Additional Information

4 Investment in subsidiaries
(In £s million) 2025 2024
Cost
At 1 July 743.9 743.9
Provision for impairment
Charge during the year (65.7) -
Total
At 30 June 678.2 743.9
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 2025. In performing these tests assumptions were made in
respect of future growth rates and the discount rate to be applied to the future cash flows.
During the year 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
£350m. 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.
The sensitivity of an adverse 0.5% change in absolute terms to each of these assumptions while holding all other variables constant would
result in a reduction in its value-in-use by £11.0 million and £4.0 million respectively. 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 £13.0 million and £4.0 million respectively.
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 13 to the Company Financial Statements.
5 Trade and other receivables: non-current assets
(In £s million) 2025 2024
Prepayments 1.5 0.6
Amounts owed by subsidiary undertakings 71.4 70.6
Trade and other receivables: amounts falling due after more than one year 72.9 71.2
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.
6 Deferred tax
(In £s million) 2025 2024
Deferred tax assets 15.6 0.3
Deferred tax liabilities - -
Net deferred tax 15.6 0.3
The increase in the overall deferred tax balance is primarily explained by the impact of the pension buy-in, resulting in the related
deferred tax liability moving to a deferred tax asset position, and the recognition of a deferred tax asset on losses, on the basis of
forecast future UK taxable profits.
209Hays plc Annual Report & Accounts 2025

7 Trade and other receivables: current assets
(In £s million) 2025 2024
Corporation tax debtor 0.5 1.9
Amounts owed by subsidiary undertakings 0.7 17.6
Prepayments 4.2 5.3
Trade and other receivables: amounts falling due within one year 5.4 24.8
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.
8 Trade and other payables
(In £s million) 2025 2024
Accruals 25.3 19.7
Amounts owed to subsidiary undertakings 91.8 79.3
Trade and other payables 117.1 99.0
Amounts owed to subsidiary undertakings are unsecured and repayable on demand. The Company is charged interest on amounts
owed to subsidiary undertakings at a rate of three-month SONIA less 1%.
9 Retirement benefit
(In £s million) 2025 2024
Net asset arising from defined benefit obligations - 19.4
The details of these UK schemes, for which Hays plc is the sponsoring employer, are set out in note 23 to the Consolidated
FinancialStatements.
10 Provisions
(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 4.9
At 30 June 2025 8.6
(In £s million) 2025 2024
Current 3.2 2.7
Non-current 5.4 0.6
Total provisions 8.6 3.3
Notes to the Hays plc Company Financial Statements continued
210 Hays plc Annual Report & Accounts 2025
Strategic Report Governance Financial Statements Additional Information

(In £s million) Total
At 1 July 2023 7.3
Charged to income statement 3.9
Credited to the income statement (5.3)
Utilised during the year (2.6)
At 30 June 2024 3.3
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 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. Given that the amount is not material, a prior year restatement has not been made
(30 June 2024: £5.4 million).
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 2024 1,600,433 16.0
At 30 June 2025 1,600,433 16.0
Share capital
number
(thousand)
Share capital
(£s million)
At 1 July 2023 1,600,433 16.0
At 30 June 2024 1,600,433 16.0
As at 30 June 2025, the Company held 8.5 million (2024: 15.6 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.
12 Merger reserve
(In £s million) Total
At 1 July 2024 28.8
Final dividend paid during the year (28.8)
At 30 June 2025 -
(In £s million) Total
At 1 July 2023 43.8
Final dividend paid during the year (15.0)
At 30 June 2024 28.8
The final dividend for the year ended 30 June 2024 of 2.05 pence, paid on 20 November 2024, was paid out of a combination of the
merger reserve and retained earnings. 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.
211Hays plc Annual Report & Accounts 2025

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 Brugsesteenweg 255, 8500 Kortrijk, Belgium
Hays Services NV Harelbeeksestraat 81, 8520 Kuurne, Belgium
Hays Alocação Profissional Ltda Avenida das Nações Unidas, nº 14.401 Torre Jequitibá, 17º andar, São Paulo,
Brazil - CEP 04794-000
Hays Recruitment and Selection 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
th
Floor, Toronto, Ontario, M5C 1B5
Hays Especialistas En Reclutamiento Limitada Cerro El Plomo 5630, Of. 1701, Las Condes, P.O. 7560742, Santiago, Chile
Hays Specialist Recruitment (Shanghai) Co. Limited*
(90% owned)
Unit 0304, 19/F Shui On Plaza, 333 Huaihai Road, Lot No.7 Luwan District,
Shanghai 200020, CN, 0, China
Hays Colombia SAS AK 45 No. 108-27 Torre 2 Oficina 1105, Bogotá, Colombia
Hays Czech Republic s.r.o Olivova 4/2096, 110 00 Praha 1, Czech Republic
Hays Information Technology s.r.o Olivova 4/2096, 110 00 Praha 1, Czech Republic
Hays Specialist Recruitment (Denmark) A/S Kongens Nytorv 8, 1050 København K, Denmark
H101 Limited 4
th
Floor, 20 Triton Street, London, NW1 3BF, UK
Emposo Limited 4
th
Floor, 20 Triton Street, London, NW1 3BF, UK
Fairer Consulting Limited* (65% owned) 4
th
Floor, 20 Triton Street, London, NW1 3BF, UK
Hays Group Holdings Limited † 4
th
Floor, 20 Triton Street, London, NW1 3BF, UK
Hays Healthcare Limited 4
th
Floor, 20 Triton Street, London, NW1 3BF, UK
Hays Holdings Ltd † 4
th
Floor, 20 Triton Street, London, NW1 3BF, UK
Hays International Holdings Limited † 4
th
Floor, 20 Triton Street, London, NW1 3BF, UK
Hays Life Sciences Limited 4
th
Floor, 20 Triton Street, London, NW1 3BF, UK
Hays Nominees Limited 4
th
Floor, 20 Triton Street, London, NW1 3BF, UK
Hays Overseas Holdings Limited † 4
th
Floor, 20 Triton Street, London, NW1 3BF, UK
Hays Pension Trustee Limited † 4
th
Floor, 20 Triton Street, London, NW1 3BF, UK
Hays Recruitment Services Limited 4
th
Floor, 20 Triton Street, London, NW1 3BF, UK
Hays Social Care Limited 4
th
Floor, 20 Triton Street, London, NW1 3BF, UK
Hays Specialist Recruitment (Holdings) Limited † 4
th
Floor, 20 Triton Street, London, NW1 3BF, UK
Hays Specialist Recruitment Limited 4
th
Floor, 20 Triton Street, London, NW1 3BF, UK
Hays Stakeholder Life Assurance Trustee Limited † 4
th
Floor, 20 Triton Street, London, NW1 3BF, UK
Hays Talent Advisory Services Limited 4
th
Floor, 20 Triton Street, London, NW1 3BF, UK
Notes to the Hays plc Company Financial Statements continued
13 Subsidiaries
212 Hays plc Annual Report & Accounts 2025
Strategic Report Governance Financial Statements Additional Information

Registered Address and Country of Incorporation
James Harvard Limited 4
th
Floor, 20 Triton Street, London, NW1 3BF, UK
Krooter Limited 4
th
Floor, 20 Triton Street, London, NW1 3BF, UK
Oval (1620) Limited 4
th
Floor, 20 Triton Street, London, NW1 3BF, UK
Paperstream Limited 4
th
Floor, 20 Triton Street, London, NW1 3BF, UK
Recruitment Solutions Group Limited (IOM) First Names House, Victoria Road, Douglas, IM2 4DF, Isle of Man
Emposo SASU 149 boulevard Haussmann, 75008 Paris, France
Hays Consulting SASU 147 boulevard Haussmann, 75008 Paris, France
Hays Corporate SASU 147 boulevard Haussmann, 75008 Paris, France
Hays Enterprise Solutions SASU 149 boulevard Haussmann, 75008 Paris, France
Hays Executive SASU 147 boulevard Haussmann, 75008 Paris, France
Hays France SASU 147 boulevard Haussmann, 75008 Paris, France
Hays Life Sciences Consulting SASU 147 boulevard Haussmann, 75008 Paris, France
Hays Media SASU 147 boulevard Haussmann, 75008 Paris, France
Hays Pharma SASU 147 boulevard Haussmann, 75008 Paris, France
Hays Portage 149 boulevard Haussmann, 75008 Paris, France
Hays SASU 147 boulevard Haussmann, 75008 Paris, France
Hays Services SASU 147 boulevard Haussmann, 75008 Paris, France
Emposo GmbH Glücksteinallee 67, 68163, Mannheim, Germany
Hays AG Glücksteinallee 67, 68163, Mannheim, Germany
Hays Beteiligungs GmbH & Co. KG Glücksteinallee 67, 68163, Mannheim, Germany
Hays Holding GmbH Glücksteinallee 67, 68163, Mannheim, Germany
Hays Professional Solutions GmbH Völklinger Straße 4, 40219 Düsseldorf, Germany
Hays Talent Solutions GmbH Völklinger Straße 4, 40219 Düsseldorf, Germany
Hays Verwaltungs GmbH Glücksteinallee 67, 68163, Mannheim, Germany
Hays Vorrat 01 GmbH Glücksteinallee 67, 68163, Mannheim, Germany
Hays Hong Kong Limited Unit 6604-07, 66/F, International Commerce Centre, 1 Austin Road West,
Kowloon, Hong Kong
Hays Specialist Recruitment Hong Kong Limited Unit 6604-07, 66/F, International Commerce Centre, 1 Austin Road West,
Kowloon, Hong Kong
Hays Hungary Kft. 1054 Budapest, Akadémia utca 6., Hungary
Hays Professional Services Kft. 1054 Budapest, Akadémia utca 6., Hungary
Hays Business Solutions Private Limited (Gurgaon) Buildings 9B, 11
th
Floor, DLF Cyber City, Gurgaon, Haryana-HR, 122002, India
Hays Specialist Recruitment Private Limited Office No. 2102, Space Inspire Hub, Adani Western Height, J.P. Road,
Four Bungalows, Andheri West, Mumbai, Maharashtra, 400053, India
Emposo (Ireland) Limited 26/27a Grafton St. Dublin 2, Ireland
Hays Business Services Ireland Limited 26/27a Grafton St, Dublin 2, Ireland
Hays Specialist Recruitment (Ireland) Limited 26/27a Grafton St, Dublin 2, Ireland
213Hays plc Annual Report & Accounts 2025

Registered Address and Country of Incorporation
Hays Professional Services S.r.l Corso Italia 13, CAP 20122, Milano, Italy
Hays Solutions S.r.l Corso Italia 13, CAP 20122, Milano, Italy
Hays S.r.l Corso Italia 13, CAP 20122, Milano, Italy
Hays Resource Management Japan K.K. Izumi Garden Tower 38F 1-6-1 Roppongi, Minato-ku, Tokyo 106-6028, Japan
Hays Specialist Recruitment Japan K.K. Izumi Garden Tower 38F 1-6-1 Roppongi, Minato-ku, Tokyo 106-6028, Japan
Hays Finance (Jersey) Limited 44 Esplande, St Helier, Jersey JE4 9WG
Hays S.a.r.l 65 Avenue de la Gare - L 1611, Luxembourg
Hays Travail Temporaire Luxembourg 65 Avenue de la Gare - L 1611, Luxembourg
Agensi Pekerjaan Hays (Malaysia) Sdn. Bhd.*
(49% owned)
B4-3A-6, Solaris Dutamas, No 1, Jalan Dutamas 1, 50480 Kuala Lumpur, Malaysia
Hays Solutions Sdn. Bhd. B4-3A-6, Solaris Dutamas, No 1, Jalan Dutamas 1, 50480 Kuala Lumpur, Malaysia
Hays Specialist Recruitment Holdings Sdn. Bhd. B4-3A-6, Solaris Dutamas, No 1, Jalan Dutamas 1, 50480 Kuala Lumpur, Malaysia
Hays Flex. S.A. de C.V. Paseo de las Palmas 405, Int 1003 y 1004, Col Lomas de Chapultepec
seccion, Delegacion Miguel Hidalgo CP 1, Mexico
Hays Servicios S.A. de C.V. Avenida Paseo de las Palmas No. 405, esquina con Sierra Mojada,
Colonia Lomas de Chapultepec, C.P. 11000, México, D.F.
Hays, S.A. de C.V. Avenida Paseo de las Palmas No. 405, esquina con Sierra Mojada,
Colonia Lomas de Chapultepec, C.P. 11000, México, D.F.
Hays Maroc Casablanca 20180, Anfa Place, Tour Ouest, Niveau 1, Boulevard de la corniche
– Ain Diab (Maroc), Morocco
Hays B.V. Ellen Pankhurststraat 1G, NL-5032 MD, Tilburg, Netherlands
Hays Holdings B.V. Ellen Pankhurststraat 1G, NL-5032 MD, Tilburg, Netherlands
Hays Services B.V. Ellen Pankhurststraat 1G, NL-5032 MD, Tilburg, Netherlands
Hays Temp B.V. Ellen Pankhurststraat 1G, NL-5032 MD, Tilburg, Netherlands
Hays Specialist Recruitment (NZ) Limited Level 36, ANZ Tower, 23 Albert Street, Auckland, 1010, New Zealand
Hays Document Management (Private) Limited
(in liquidation)
6
th
Floor, AWT Plaza, I.I Chundrigar Road, Karachi, Pakistan
Hays Outsourcing Sp. z.o.o. ul. Marszałkowska 126/134, 00-008 Warszawa, Poland
Hays Poland Sp. z.o.o. ul. Marszałkowska 126/134, 00-008 Warszawa, Poland
Hays Poland Centre of Excellence sp. z.o.o. ul. Marszałkowska 126/134, 00-008 Warszawa, Poland
Hays Business Services Portugal Unipessoal LDA Avenida da Republica, no 9 - 1 andar, fraccao 2, Lisbon, Portugal
HaysP Recrutamento Seleccao e Empresa de
Trabalho Temporario Unipessoal LDA
Avenida da Republica, no 9 - 1 andar, fraccao 2, Lisbon, Portugal
Hays Specialist Recruitment Romania SRL Premium Plaza 63-69 Dr. Iacob Felix Street, 7
th
floor, Bucharest 011033 Romania
Hays Professional Services SRL Premium Plaza 63-69 Dr. Iacob Felix Street, 7
th
floor, Bucharest 011033 Romania
Emposo Romania S.R.L. 1B Sergent Ghercu Constantin Street, the Bridge – Phase III, Building C, 6
th
Floor, 6
th
District, Romania
Hays Management Company Building 7534, King Abdul Aziz Street, Al Ghadeer Dist. Postal Code: 13311,
Riyadh, Kingdom of Saudi Arabia
Notes to the Hays plc Company Financial Statements continued
13 Subsidiaries continued
214 Hays plc Annual Report & Accounts 2025
Strategic Report Governance Financial Statements Additional Information

Registered Address and Country of Incorporation
Hays Specialist Recruitment P.T.E Limited 80 Raffles Place, #27-20 UOB Plaza 2, Singapore
Hays Solutions Pte Ltd 80 Raffles Place, #27-20 UOB Plaza 2, Singapore
Hays Business Services S.L. Paseo de la Castellana 81, 28046 Madrid, Spain
Hays Personnel Espana Empresa de Trabajo
Temporal S.L.
Paseo de la Castellana 81, 28046 Madrid, Spain
Hays Personnel Services Espana S.L. Paseo de la Castellana 81, 28046 Madrid, Spain
Hays Talent Solutions Espana S.L. Madrid, C / Zurbano nº 23, 1º Dcha (C.P. 28010)
Hays AB Bryggargatan 4, 11121 Stockholm, Sweden
Hays (Schweiz) AG Beethovenstrasse 19 8002 Zürich, Switzerland
Hays Talent Solutions (Schweiz) GmbH Beethovenstrasse 19 8002 Zürich, Switzerland
Hays Holdings (Thailand) Ltd* (49% owned) No. 8 T-One Building, 22
nd
Floor, Unit 2202, Soi Sukhumvit 40, Sukhumvit
Road, Phra Khanong Sub-district, Klong Toei District, Bangkok, Thailand
Hays Recruitment (Thailand) Ltd* (74% owned) No. 8 T-One Building, 22
nd
Floor, Unit 2202, Soi Sukhumvit 40, Sukhumvit
Road, Phra Khanong Sub-district, Klong Toei District, Bangkok, Thailand
Hays FZ-LLC Al Thuraya Tower 1, Office 2003, Dubai Media City Dubai 500340, UAE
3 Story Software LLC c/o C T Corporation System, 67 Burnside Avenue, East Hartford, CT 06108, USA
Hays Holding Corporation c/o National Registered Agents, Inc. 1209 Orange Street, Wilmington,
DE 19801, USA
Hays Specialist Recruitment LLC c/o National Registered Agents, Inc. 1209 Orange Street, Wilmington,
DE 19801, USA
Hays Talent Solutions LLC c/o National Registered Agents, Inc. 1209 Orange Street, Wilmington,
DE 19801, USA
Hays U.S. Corporation c/o NRAI Services, Inc. 1200 South Pine Island Road, Plantation FL 33324 USA
Hays Holdings U.S. Inc. c/o NRAI Services, Inc. 1200 South Pine Island Road, Plantation FL 33324 USA
As at 30 June 2025, Hays plc and/or a subsidiary or subsidiaries in aggregate owned 100% of each class of the issued shares of each
ofthese companies with the exception of companies marked with an asterisk (*) in which case each class of issued shares held was
asstated.
Shares in companies marked with a (†) were owned directly by Hays plc. All other companies were owned by a subsidiary or subsidiaries
of Hays plc.
14 Other related party transactions
Hays plc has taken advantage of the exemption granted under paragraph 8(k) of FRS 101 not to disclose transactions with fellow wholly
owned subsidiaries. Transactions entered into and trading balances outstanding that were owed to Hays plc at 30 June 2025 with other
related parties not wholly owned by the Company were £5.2 million (2024: £5.6 million).
215Hays plc Annual Report & Accounts 2025

Shareholder
Information
Dividends
An interim dividend of 0.95 pence (2024: 0.95 pence) per
Ordinary share was paid to shareholders on 9 April 2025. The
Board recommends the payment of a final dividend of 0.29
pence (2024: 2.05 pence) per Ordinary share. These dividend
payments will represent a total dividend of 1.24 pence per
Ordinary share for the financial year ended 30 June 2025.
Subject to the shareholders of the Company approving this
recommendation at the 2025 AGM, the final dividend will be paid,
in aggregate, on 26 November 2025 to those shareholders
appearing on the register of members as at 17 October 2025. The
ex-dividend date is 16 October 2025.
Dividend reinvestment plan (DRIP)
Shareholders can choose to reinvest dividends received to
purchase further shares in the Company. The purchases are
made on, or as soon as reasonably practicable after, the dividend
payment date, at the market price(s) available at the time. Any
surplus cash dividend remaining is carried forward and added to
your next dividend payment.
Major shareholders
As at 30 June 2025, the Company had been notified under the
Disclosure and Transparency Rules (DTR 5) of the following
notifiable interests in the Company’s issued share capital. The
information provided below was correct at the date of
notification. These holdings are likely to have changed since the
Company was notified; however, notification of any change is not
required until the next notifiable threshold is crossed.
% of issued share capital
Silchester International 17.84%
Schroder 4.969%
Fidelity 6.23%
Colombia Threadneedle 5.75%
GLG Partners LP <5%
Blackrock 4.10%
In the period from 30 June 2025 to the publication of this report,
one additional notification was received; on 3 July 2025,
Blackrock notified the Company that its shareholding remained
below 5%.
Share price
Shareholders can find share price information on our website
and in most national newspapers. For a real-time buying or selling
price, you should contact a stockbroker.
Registrar
The Company’s registrar is Equiniti (‘EQ’). EQ’s main
responsibilities include maintaining the shareholder register and
making dividend payments. If you have any queries relating to
your Hays plc shareholding, you should contact EQ. The contact
details are:
Equiniti Limited
Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA
www.shareview.co.uk
Telephone: +44 371 384 2843
If calling from outside the UK, please ensure the country code
isused.
Electronic communications
By registering to receive shareholder documentation from Hays
plc electronically, shareholders can benefit from being able to:
– view the Annual Report and Accounts on the day it is published
– receive an email alert when shareholder documents are available
– manage their shareholding quickly and securely online,
through Shareview
Electronic communications also enable us to reduce our impact
on the environment and benefit from savings associated with
reduced printing and mailing costs.
For further information and to register for electronic shareholder
communications visit www.shareview.co.uk and register for an
online portfolio account enabling you to:
– monitor all your shareholdings
– manage your personal details
– buy and sell shares
– vote at Company meetings
– view tax vouchers online
ID fraud and unsolicited mail
Share-related fraud and identity theft affects shareholders of
many companies and we urge you to be vigilant. If you receive
any unsolicited mail offering advice, you should inform EQ, the
Company’s registrar, immediately.
As the Company’s share register is, by law, open to public
inspection, shareholders may receive unsolicited mail from
organisations that use it as a mailing list. To reduce the amount of
unsolicited mail you receive, contact the Mailing Preference
Service, FREEPOST 29 LON20771, London W1E 0ZT. Telephone:
0345 0700 705. Website: www.mpsonline.org.uk
ShareGift
ShareGift is a charity share donation scheme for shareholders
and is administered by the Orr Mackintosh Foundation. It is
especially useful for those shareholders who wish to dispose of a
small number of shares whose value makes it uneconomical to
sell on a normal commission basis. Further information can be
obtained from www.sharegift.org or from EQ.
216 Hays plc Annual Report & Accounts 2025
Governance Financial StatementsStrategic Report Additional Information

Registered office
4
th
Floor
20 Triton Street
London
NW1 3BF
Registered in England & Wales no. 2150950
Telephone: +44 (0) 20 3978 2520
Company Secretary
Rachel Ford
cosec@hays.com
Investor Relations contact
Kean Marden Head of Investor Relations
ir@hays.com
Financial Calendar
Hays Online
2025
10 October Trading update for the three months ending 30 September 2025
19 November Annual General Meeting
2026
14 January Trading update for the quarter ending 31 December 2025
27 February Half-year results for the six months ending 31 December 2025
Our investor site gives you fast, direct access to a wide range of
Company information.
Follow us on social
LinkedIn: Hays
X: HaysWorldwide
Facebook: HaysWorldwide
YouTube: HaysTV
Visit haysplc.com/investors
Our investor site includes
– Investor Day information and materials
– Analysts’ consensus
– Results centre
– Annual Report and financial data archive
– Events calendar
– Regulatory news
– Share price information
– Shareholder services
– Dividend information
– Governance Framework
– Sustainability approach
– Strategy and KPIs
217Hays plc Annual Report & Accounts 2025

Term Definition
Contractor Freelance worker who is paid to work on a specific project or task. Typically works on a project basis for
a fixed period of time, usually around 6-12 months
Conversion rate Proportion of our net fees which is converted into operating profit
Enterprise client Clients whom we bill a significant amount each year, typically >£100K in fees. Within this, direct
outsourcing fees in Enterprise clients (formerly Hays Talent Solutions) include our MSP and RPO contracts
Flex/Flexible worker Encompasses both Temp and Contractor workers
Free cash flow Cash generated by operations less tax paid and net interest paid
HR services Broader suite of people-related capabilities which support clients’ and candidates’ wider needs beyond
recruitment. For example, consultancy, onboarding, upskilling and reskilling
International Relating to our non-UK&I business
Job churn Confidence among businesses to hire skilled people, aligned to candidate confidence to move jobs
Like-for-like Year-on-year organic growth of net fees or profits of Hays’ continuing operations, at constant currency
Managed Service
Programmes (MSP)
The transfer of all or part of the management of a client’s Temporary & Contracting hiring activities on
an ongoing basis to a recruitment company
Megatrend Powerful macro industry theme which we regard as shaping recruitment markets and driving net fee growth
Net fees As defined in note 2(e) to the Consolidated Financial Statements
Permanent Candidate placed with a client in a permanent role
Permanent gross margin Our percentage placement fee, usually based on the Permanent candidate’s base salary
Profit drop-through The proportion of incremental like for like net fees that flows through to operating profit. Expressed as a
percentage
Project Services The process by which a specific task, or set of tasks, is initiated, planned, controlled and executed for a
client, including recruiting and managing the personnel to complete the project, which meets specific
success criteria
Recruitment Process
Outsourcing (RPO)
contracts
The transfer of all or part of a client’s Permanent recruitment processes on an ongoing basis to a
recruitmentcompany
Reporting period Our internal Group reporting cycle comprises some countries which report using 12 calendar months,
and some which report using 13 four-week periods. The Group’s annual cost base equates to c.12.3x our
cost base per period. This is consistent with prior years
Specialism 21 broad areas, usually grouped by industry, in which we are experts, e.g. Technology, Construction &
Property, Accountancy & Finance, and Life Sciences
Talent pools Collective term for active candidate databases
Temp Worker engaged on a short-term basis to fill a skills gap for a pre-agreed period of time
Turnover As defined in note 2(d) to the Consolidated Financial Statements
Underlying Temp gross
margin
Temp net fees divided by Temp gross revenue. Relates solely to Temp placements where we
generatenet fees, and specifically excludes: transactions where we act as agent for workers supplied
bythird-party agencies; and arrangements relating to major payrolling services. Usually expressed as
apercentage
Glossary
218 Hays plc Annual Report & Accounts 2025
Governance Financial StatementsStrategic Report Additional Information

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