S4 CAPITAL PLC

Declaration of Voting Results & Voting Rights Announcements • Jun 6, 2024

National Storage Mechanism | Additional information

RNS Number : 4750R

S4 Capital PLC

06 June 2024

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  Resolution 8 was withdrawn.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 To re-elect Naoko Okumoto as a Director	Resolution withdrawn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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