S4Capital plc
("S4Capital" or "the Company")
Results of 2024 Annual General Meeting
S4Capital plc (SFOR.L), announces that following its Annual General Meeting ("AGM") held at 15 Bonhill Street, London EC2A 4DN and virtually on 6 June 2024 at midday, all the proposed resolutions were duly passed by shareowners by way of a poll. Resolutions 1 to 7 and 9 to 15 were passed as ordinary resolutions. Resolutions 16 to 20 were passed as special resolutions. Resolution 8 was withdrawn.
The total number of votes cast on the poll for each resolution (the full text of the resolutions is detailed in the notice of the AGM dated 8 May 2024) is set out below.
| Resolution | Votes For | % of votes cast | Votes Against | % of votes cast | Total Cast | Withheld |
| 1. To receive the 2023 annual report and accounts | 252,873,695 | 99.98% | 46,497 | 0.02% | 252,920,192 | 91,652 |
| 2. To approve the Directors' Remuneration Report | 228,268,961 | 90.28% | 24,577,121 | 9.72% | 252,846,082 | 165,762 |
| 3. To re-elect Sir Martin Sorrell as a Director | 223,580,368 | 94.35% | 13,401,178 | 5.65% | 236,981,546 | 16,050,298 |
| 4. To re-elect Daniel Pinto as a Director | 247,433,436 | 97.85% | 5,445,525 | 2.15% | 252,878,961 | 132,883 |
| 5. To re-elect Elizabeth Buchanan as a Director | 251,910,206 | 99.61% | 994,208 | 0.39% | 252,904,414 | 107,430 |
| 6. To re-elect Margaret Ma Connolly as a Director | 247,434,821 | 97.84% | 5,470,622 | 2.16% | 252,905,443 | 106,401 |
| 7. To re-elect Mary Basterfield as a Director | 250,055,144 | 98.88% | 2,833,223 | 1.12% | 252,888,367 | 123,477 |
| 8. To re-elect Naoko Okumoto as a Director | Resolution withdrawn | |||||
| 9. To re-elect Peter Miles Young as a Director | 247,468,031 | 97.85% | 5,446,519 | 2.15% | 252,914,550 | 97,294 |
| 10. To re-elect Rupert Faure Walker as a Director | 251,932,354 | 99.61% | 982,089 | 0.39% | 252,914,443 | 97,401 |
| 11. To re-elect Susan Prevezer as a Director | 251,913,585 | 99.60% | 1,001,858 | 0.40% | 252,915,443 | 96,401 |
| 12. To re-elect Colin Day as a Director | 251,968,241 | 99.62% | 966,146 | 0.38% | 252,934,387 | 97,457 |
| 13. To re-appoint PricewaterhouseCoopers LLP as auditors | 252,683,801 | 99.92% | 205,719 | 0.08% | 252,889,520 | 122,324 |
| 14.To authorise the Directors to fix the remuneration of the auditors | 252,297,036 | 99.77% | 579,684 | 0.23% | 252,876,720 | 135,124 |
| 15. To authorise the Directors generally to allot ordinary shares | 246,754,547 | 97.60% | 6,077,586 | 2.40% | 252,832,133 | 179,711 |
| 16.To authorise the disapplication of pre-emption rights generally | 218,130,194 | 86.39% | 34,362,405 | 13.61% | 252,492,599 | 512,245 |
| 17. To authorise the disapplication of pre-emption rights in connection with a specified acquisition or capital investment | 214,129,025 | 84.69% | 38,697,432 | 15.31% | 252,826,457 | 178,387 |
| 18. To authorise the disapplication of pre-emption rights to facilitate pro-rata offers to overseas shareowners | 209,840,351 | 83.11% | 42,647,174 | 16.89% | 252,487,525 | 517,319 |
| 19. To authorise the Company to purchase its own shares | 251,217,062 | 99.32% | 1,708,753 | 0.68% | 252,925,815 | 86,029 |
| 20. To enable the Company to call general meetings, other than an Annual General Meeting, on reduced notice | 244,412,859 | 96.63% | 8,514,018 | 3.37% | 252,926,877 | 84,967 |
Notes:
(1) The "for" votes include those giving the Chairman discretion.
(2) Total votes "for" and "against" are expressed as a percentage of the total votes cast.
(3) A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes "for" or "against" a resolution.
(4) Issued Share Capital: 596,916,764 ordinary shares.
The above poll results will shortly be available on the website. In accordance with Listing Rule 9.6.2 a copy of the resolutions, other than those concerning ordinary business of the Company, will be submitted to the FCA and will in due course be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Enquiries
S4Capital plc
Tel: +44 (0)20 3793 0003
Sir Martin Sorrell, Executive Chairman
Powerscourt (PR adviser to S4Capital plc)
Tel: +44 (0)7970 246 725
Elly Williamson/ Pete Lambie
About S4Capital
S4Capital plc (SFOR.L) is the tech-led, new age/new era digital advertising, marketing and technology services company, established by Sir Martin Sorrell in May 2018.
Our strategy is to build a purely digital advertising and marketing services business for global, multinational, regional, and local clients, and millennial-driven influencer brands. This will be achieved by integrating leading businesses in three practices: Content, Data&digital Media and Technology Services, along with an emphasis on 'faster, better, cheaper, more' execution in an always-on consumer-led environment, with a unitary structure.
The S4Capital Board includes Rupert Faure Walker, Daniel Pinto, Sue Prevezer, Elizabeth Buchanan, Margaret Ma Connolly, Miles Young and Colin Day as Non-Executive Directors.
The Company now has approximately 7,600 people in 32 countries with approximately 80% of net revenue across the Americas, 15% across Europe, the Middle East and Africa and 5% across Asia-Pacific. The longer-term objective is a geographic split of 60%:20%:20%. Content currently accounts for approximately 60% of net revenue, Data&digital Media 25% and Technology Services 15%. The long-term objective for the practices is a split of 50%:25%:25%.
Sir Martin was CEO of WPP for 33 years, building it from a £1 million 'shell' company in 1985 into the world's largest advertising and marketing services company, with a market capitalisation of over £16 billion on the day he left. Prior to that Sir Martin was Group Financial Director of Saatchi & Saatchi Company Plc for nine years.
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