S4Capital plc
("S4Capital" or "the Company")
Results of 2025 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 4 June 2025 at midday, all the proposed resolutions were duly passed by shareowners by way of a poll. Resolutions 1 to 17 were passed as ordinary resolutions. Resolutions 18 to 22 were passed as special resolutions.
The total number of votes cast on the poll for each resolution (the full text of the resolutions is detailed in the Notice of AGM dated 8 May 2025) is set out below.
| Resolution | Votes For | % of votes cast | Votes Against | % of votes cast | Total Cast | Withheld |
| 1. To receive the 2024 annual report and accounts | 277,887,831 | 99.97% | 80,857 | 0.03% | 277,968,688 | 74,572 |
| 2. To approve the Directors' Remuneration Report | 268,735,303 | 96.69% | 9,203,870 | 3.31% | 277,939,173 | 103,345 |
| 3. To approve the Directors' Remuneration Policy | 253,476,103 | 91.20% | 24,446,786 | 8.80% | 277,922,889 | 119,629 |
| 4. To declare a final dividend of 1 pence per share | 277,067,227 | 99.66% | 956,557 | 0.34% | 278,023,784 | 19,476 |
| 5. To re-elect Sir Martin Sorrell as a Director | 266,176,600 | 98.23% | 4,804,756 | 1.77% | 270,981,356 | 7,046,904 |
| 6. To re-elect Elizabeth Buchanan as a Director | 234,037,345 | 84.24% | 43,780,157 | 15.76% | 277,817,502 | 225,758 |
| 7. To re-elect Margaret Ma Connolly as a Director | 272,148,651 | 97.96% | 5,668,851 | 2.04% | 277,817,502 | 225,758 |
| 8. To re-elect Colin Day as a Director | 274,760,534 | 98.90% | 3,056,968 | 1.10% | 277,817,502 | 225,758 |
| 9. To re-elect Daniel Pinto as a Director | 246,025,191 | 88.56% | 31,782,311 | 11.44% | 277,807,502 | 235,758 |
| 10. To re-elect Susan Prevezer as a Director | 272,950,755 | 98.25% | 4,856,747 | 1.75% | 277,807,502 | 235,758 |
| 11. To elect Radhika Radhakrishnan as a Director | 275,830,719 | 99.22% | 2,163,717 | 0.78% | 277,994,436 | 48,824 |
| 12. To elect Nirvik Singh as a Director | 275,284,038 | 99.18% | 2,278,639 | 0.82% | 277,562,677 | 230,583 |
| 13. To re-elect Rupert Faure Walker as a Director | 274,362,540 | 98.89% | 3,093,335 | 1.11% | 277,455,875 | 337,385 |
| 14. To re-elect Peter Miles Young as a Director | 271,865,498 | 97.97% | 5,639,778 | 2.03% | 277,505,276 | 287,984 |
| 15. To re-appoint PricewaterhouseCoopers LLP as auditors | 276,773,032 | 99.83% | 465,515 | 0.17% | 277,238,547 | 554,713 |
| 16.To authorise the Directors to fix the remuneration of the auditors | 277,403,150 | 99.87% | 363,171 | 0.13% | 277,766,321 | 26,197 |
| 17. To authorise the Directors generally to allot ordinary shares | 272,910,099 | 98.26% | 4,819,437 | 1.74% | 277,729,536 | 62,982 |
| 18.To authorise the disapplication of pre-emption rights generally | 275,438,748 | 99.29% | 1,968,577 | 0.71% | 277,407,325 | 385,193 |
| 19. To authorise the disapplication of pre-emption rights in connection with a specified acquisition or capital investment | 273,128,190 | 98.35% | 4,585,463 | 1.65% | 277,713,653 | 78,865 |
| 20. To authorise the disapplication of pre-emption rights to facilitate pro-rata offers to overseas shareowners | 274,321,088 | 98.78% | 3,396,726 | 1.22% | 277,717,814 | 74,704 |
| 21. To authorise the Company to purchase its own shares | 276,108,853 | 99.40% | 1,662,537 | 0.60% | 277,771,390 | 21,128 |
| 22. To enable the Company to call general meetings, other than an Annual General Meeting, on reduced notice | 272,966,622 | 98.31% | 4,704,058 | 1.69% | 277,670,680 | 122,580 |
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) Total Voting Rights: 613,636,656 ordinary shares.
The above poll results will shortly be available on the website. In accordance with UK Listing Rule 22.2.6 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
Sodali & Co (PR Advisor)
Tel: +44 (0)7970 246 725
Elly Williamson/ Pete Lambie
About S4Capital
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 two synchronised Practices: Marketing Services 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 Company now has approximately 7,000 people in 33 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%. Marketing Services accounted for approximately 90% of net revenue, and Technology Services 10%. The longer term objective is a practice split of 75%: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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