S4 CAPITAL PLC

AGM Information • Jun 7, 2021

National Storage Mechanism | Additional information

RNS Number : 0782B

S4 Capital PLC

07 June 2021

7 June 2021

S4 Capital plc

("S4Capital" or "the Company")

Results of Annual General Meeting

S4Capital plc (SFOR.L), the tech-led, new age, new era, digital advertising and marketing services company, announces that at the Company's Annual General Meeting held earlier today, the resolutions proposed were duly passed by way of a poll and without amendment.

The total number of votes received on each resolution is as follows:

	Resolution	For	% of votes cast	Against	% of votes cast	Votes cast as a % of Issued Share Capital	Withheld
1.	To receive the Annual Report and Accounts for the year ended 31 December 2020	300,251,043	99.84	1,183	0.00	54.95%	489,492
2.	To approve the Directors' Remuneration Report	287,243,672	95.51	3,107,176	1.03	54.95%	10,390,870
3.	To approve the Employee Stock Purchase Plan	300,494,146	99.92	226,244	0.08	54.95%	21,328
4.	To re-elect Sir Martin Sorrell as a Director	260,009,021	86.46	13,572,583	4.51	54.95%	27,160,114
5.	To re-elect Victor Knaap as a Director	299,675,686	99.65	1,038,556	0.35	54.95%	27,476
6.	To re-elect Wesley ter Haar as a Director	299,675,611	99.65	1,038,556	0.35	54.95%	27,551
7.	To re-elect Peter Kim as a Director	299,675,686	99.65	1,038,556	0.35	54.95%	27,476
8.	To re-elect Christopher S. Martin as a Director	299,675,611	99.65	1,038,556	0.35	54.95%	27,551
9.	To re-elect Peter Rademaker as a Director	297,461,720	98.91	3,252,447	1.08	54.95%	27,551
10.	To re-elect Paul Roy as a Director	297,595,684	98.95	3,118,558	1.04	54.95%	27,476
11.	To re-elect Rupert Faure Walker as a Director	300,441,920	99.90	272,247	0.09	54.95%	27,551
12.	To re-elect Susan Prevezer as a Director	300,442,195	99.90	272,047	0.09	54.95%	27,476
13.	To re-elect Daniel Pinto as a Director	296,734,180	98.67	3,979,987	1.32	54.95%	27,551
14.	To re-elect Scott Spirit as a Director	299,675,611	99.65	1,038,556	0.35	54.95%	27,551
15.	To re-elect Elizabeth Buchanan as a Director	300,442,195	99.90	272,047	0.09	54.95%	27,476
16.	To re-elect Margaret Ma Connolly as a Director	300,442,195	99.90	272,047	0.09	54.95%	27,476
17.	To re-elect Naoko Okumoto as a Director	300,442,120	99.90	272,047	0.09	54.95%	27,551
18.	To elect Peter Miles Young as a Director	300,442,120	99.90	272,047	0.09	54.95%	27,551
19.	To re-appoint PricewaterhouseCoopers LLP as auditors	300,711,029	99.99	14,263	0.00	54.95%	16,426
20.	To authorise the Directors to fix the remuneration of the auditors	300,723,421	99.99	1,471	0.00	54.95%	16,826
21.	To authorise the Directors generally to allot ordinary shares	290,085,710	96.46	9,288,532	3.09	54.95%	1,367,476
22.	To authorise the disapplication of pre-emption rights generally	300,697,884	99.99	27,533	0.01	54.95%	16,301
23.	To authorise the disapplication of pre-emption rights in connection with a specified acquisition or capital investment	300,718,805	99.99	6,362	0.00	54.95%	16,551
24.	To authorise the disapplication of pre-emption rights to facilitate pro-rata offers to overseas shareowners	295,600,372	98.29	3,773,870	1.25	54.95%	1,367,476
25.	To authorise the Company to purchase its own shares	300,527,050	99.93	18,846	0.01	54.95%	195,822
26.	To enable the Company to call general meetings, other than an Annual General Meeting, on reduced notice	290,025,268	96.44	10,700,224	3.56	54.95%	16,226
27.	To adopt new articles of association	300,718,840	99.99	1,183	0.00	54.95%	21,695

Notes:

(i)               Votes 'For' include those votes giving the chairman of the meeting discretion.

(ii)              The number of ordinary shares in issue on 7 June 2021 was 548,408,712.  Ordinary shareowners are entitled to one vote per share. 

(iii)             A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes validly cast.

Full details of the resolutions are set out in the Notice of Annual General Meeting dated 10 May 2021 (which is available on the Company's website at https://www.s4capital.com/investors).

Resolutions 1 to 21 were ordinary resolutions, requiring more than 50 per cent. of shareowners' votes to be cast in favour of the resolutions. Resolutions 22 to 27 were special resolutions, requiring at least 75 per cent. of shareowners' votes to be cast in favour of the resolutions.

S4Capital plc                                                      

Sir Martin Sorrell, Executive Chairman                                    Tel: +44 (0)20 3793 0003

Powerscourt (PR adviser to S4Capital plc)                             Tel: +44 (0)7970 246 725

Elly Williamson

Jack Shelley

About S4Capital

S4Capital plc (SFOR.L) is the tech-led, new age/new era digital advertising and marketing services company, established by Sir Martin Sorrell in May 2018.

Its strategy is to build a purely digital advertising and marketing services business for global, multinational, regional, local clients and millennial-driven influencer brands. This will be achieved initially by integrating leading businesses in two practice areas: Data & digital media and Content, along with an emphasis on "faster, better, cheaper" executions in an always-on consumer-led environment, with a unitary structure.

Digital is by far the fastest-growing segment of the advertising market. S4Capital estimates that in 2020 digital accounted for over 50% (for the first time) or $290 billion of total global advertising spend of $525 billion (excluding over $500 billion of trade promotion marketing, the primary target of the Amazon advertising platform), and projects that by 2022 this share will grow to approximately 60% and by 2024 to approximately 66%, accelerated by the impact of covid-19.

S4Capital combined with MediaMonks, the leading AdAge A-listed creative digital content production company led by Victor Knaap and Wesley ter Haar, in July 2018 and with MightyHive, the market-leading digital media solutions provider for future thinking marketers and agencies, led by Peter Kim and Christopher S. Martin, in December 2018.

In April 2019, MightyHive combined with ProgMedia to expand operations into Latin America and MediaMonks acquired film studio Caramel Pictures to expand content studio capabilities. In June 2019, MediaMonks announced a planned combination with Australia-based BizTech, a leading marketing transformation and customer experience company. In August 2019, MediaMonks combined with Amsterdam-based digital influencer marketing agency IMA. In October 2019, MediaMonks combined with Firewood Marketing, the largest digital marketing agency based in Silicon Valley, that was recently ranked, along with MediaMonks and Circus (see below), as one of the fastest growing agencies by Adweek, and MightyHive combined with award-winning UK-based digital analytics, biddable media and data science company ConversionWorks and South Korea-based data and analytics consultancy MightyHive Korea. In November 2019, MediaMonks announced its combination with Delhi-based content creation and production company WhiteBalance (completed in August 2020 - the delay due to necessary merger clearance procedures) and then with fully integrated digital agency Circus Marketing in January 2020 (completed in March 2020).

In May 2020, MightyHive announced a combination with Digodat, one of the leading Latin American data and analytics consultancies, and in June 2020, MightyHive announced its combination with Lens10, a leading Australian digital strategy and analytics consultancy. In July 2020, MightyHive announced a combination with Orca Pacific, a market leading full-service Amazon agency and boutique consultancy firm based in Seattle. In August 2020, MightyHive announced a combination with London-based Brightblue, an econometric and media optimisation consultancy. In September 2020, MediaMonks announced its combination with Dare.Win, expanding its geographical presence to France. In January 2021, MediaMonks announced its combination with integrated creative, technology and media agency Decoded Advertising, Shanghai based creative agency TOMORROW and Stuttgart based automotive specialist STAUD STUDIOS. MightyHive also announced its combination with integrated digital performance marketing agency Metric Theory. In February 2021, MightyHive acquired the assets of Datalicious, a leading Google Marketing Platform, Google Cloud and Google Analytics partner in Asia Pacific. In March 2021, MediaMonks announced it had entered into a conditional agreement in relation to a combination of MediaMonks with Toronto-based design and experience agency, Jam3.

On 16 July 2020, S4Capital announced the successful placing of 36,766,642 new ordinary shares at a price of 315p raising approximately £116 million gross proceeds which will be used for further expansion and combination purposes.

Victor Knaap, Wesley ter Haar, Pete Kim, Christopher Martin, Peter Rademaker and Scott Spirit all joined the S4Capital Board as Directors. The S4Capital Board also includes Rupert Faure Walker, Paul Roy, Daniel Pinto, Sue Prevezer, Elizabeth Buchanan, Naoko Okumoto, Margaret Ma Connolly and Miles Young.

The Company now has over 4,400 people in 31 countries across the Americas, Europe, the Middle East and Africa and Asia-Pacific and a current market capitalisation of over £3 billion (c.$4.8 billion), and would rank around the FTSE 150. It achieved Unicorn status in a little over one year, unique in the advertising and marketing services industry.

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. Today its market capitalisation is £12.2 billion. Prior to that Sir Martin was Group Financial Director of Saatchi & Saatchi Company Plc for nine years.

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