S4 CAPITAL PLC

Declaration of Voting Results & Voting Rights Announcements • May 29, 2019

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RNS Number : 5108A

S4 Capital PLC

29 May 2019

29 May 2019

S4Capital plc

(the "Company")

Result of Annual General Meeting

S4Capital plc (SFOR.L), the new era digital advertising and marketing services company, announces that at the Company's Annual General Meeting held earlier today, the resolutions proposed at the meeting were duly passed on a show of hands and without amendment.

The total number of proxy 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 reports of the Directors and the Auditors and the audited accounts	255,755,758	100%	0	0.00%	70.26%	0
2.	To approve the Directors' Remuneration Report	244,715,363	99.98%	60,300	0.02%	67.24%	10,980,095
3.	To approve the Directors' Remuneration Policy	224,366,978	99.97%	60,300	0.03%	61.65%	31,328,479
4.	To elect Sir Martin Sorrell	255,755,758	100%	0	0.00%	70.26%	0
5.	To elect Victor Knaap	255,755,520	99.9999%	238	0.0001%	70.26%	0
6.	To elect Wesley ter Haar	255,755,520	99.9999%	238	0.0001%	70.26%	0
7.	To elect Peter Kim	255,749,520	99.9999%	238	0.0001%	70.26%	6,000
8	To elect Christopher S. Martin	255,755,520	99.9999%	238	0.0001%	70.26%	0
9.	To elect Peter Rademaker	255,755,520	99.9999%	238	0.0001%	70.26%	0
10.	To elect Paul Roy	255,755,520	99.9999%	238	0.0001%	70.26%	0
11.	To elect Rupert Faure Walker	255,749,520	99.9999%	238	0.0001%	70.26%	6,000
12.	To elect Susan Prevezer	255,755,520	99.9999%	238	0.0001%	70.26%	0
13.	To elect Daniel Pinto	255,755,520	99.9999%	238	0.0001%	70.26%	0
14.	To re-appoint PricewaterhouseCoopers LLP as Auditors of the Company	255,749,520	99.998%	6,238	0.002%	70.26%	0
15.	To authorise the Directors to determine the remuneration of the Auditors	255,755,758	100%	0	0.00%	70.26%	0
16.	To authorise the Directors generally to issue Ordinary Shares	255,755,758	100%	0	0.00%	70.26%	0
17.	To authorise the Directors to issue Ordinary Shares in connection with the Company's long-term incentive scheme	226,223,978	99.97%	75,300	0.03%	62.17%	29,456,479
18.	To authorise the disapplication of preemption rights generally	255,732,520	99.99%	21,000	0.01%	70.26%	2,238
19.	To authorise the disapplication of preemption rights in connection with a specified acquisition or capital investment	255,732,520	99.99%	21,000	0.01%	70.26%	2,238
20.	To authorise the disapplication of pre-emption rights to facilitate pro-rata offers to overseas shareowners	255,732,520	99.99%	21,000	0.01%	70.26%	2,238
21.	To authorise the Company to purchase its own shares	255,755,758	100%	0	0.00%	70.26%	0
22.	To enable the Company to call General Meetings, other than an Annual General Meeting, on reduced notice	255,753,449	99.999%	2,309	0.0009%	70.26%	0

Enquiries to:

S4Capital plc	+44 (0)20 3793 0003
Sir Martin Sorrell, Executive Chairman
Powerscourt (PR Advisor)	+44 (0)20 3328 9386
Elly Williamson/Jack Shelley

About S4Capital

S4Capital plc (SFOR.L) is a 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, multi-national, regional, local clients and millennial-driven influencer brands. This will be achieved initially by integrating leading businesses in three areas: first party data, digital content, digital media planning and buying, 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 2017 digital accounted for approximately 40 per cent. or $200 billion of total global advertising spend of $500 billion (excluding about $400 billion of trade support, the primary target of the Amazon advertising platform), and projects that by 2022 this share will grow to approximately 55 per cent.

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

Victor, Wesley, Pete, Christopher and Peter Rademaker (formerly Chief Financial Officer of MediaMonks, now Chief Financial Officer of S4Capital), all joined the S4Capital Board as Directors. The S4Capital Board also includes Rupert Faure Walker, Daniel Pinto, Sue Prevezer and Paul Roy.

The company has a market capitalization of approximately £600 million ($760 million) and approximately 1,300 people in 18 countries, across the Americas, Europe, the Middle-East and Africa and Asia-Pacific.

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 capitalization of over £16 billion on the day he left. Prior to that he was Group Financial Director of Saatchi & Saatchi Company plc for 9 years.

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