S4 CAPITAL PLC — Proxy Solicitation & Information Statement 2025

May 16, 2025

Number of shares S4Capital plc Proxy Form

Incorporated and registered in England and Wales under number 10476913

Name and address of shareowner (please complete)

TEAR HERE

	Number of shares

ANNUAL GENERAL MEETING (the 'Meeting') of S 4CAPITAL PLC (the 'Company') to be held electronically and at Monks, 15 Bonhill Street, London EC2A 4DN.

Before completing this form, please read the explanatory notes following this Proxy Form.

I/We being a member of the Company appoint or the Chairman of the Meeting to act as my/our proxy to attend and vote on my/our behalf at the Meeting to be held at 12 noon on 4 June 2025 and at any adjournment thereof. I/We have indicated with an 'X' how I/we wish my/our votes to be cast on the following resolutions. Unless otherwise instructed, the proxy may vote as he or she sees fit or abstain in relation to the specific resolutions and any other business of the Meeting including amendments to resolutions.

If you wish to vote 'For' all the resolutions, in accordance with the Board's recommendation, tick here and then sign and date the Proxy Form below.

RESOLUTIONS			FOR AGAINST	ABSTAIN (Note 8)	RESOLUTIONS		FOR AGAINST	ABSTAIN (Note 8)
	1. To receive the Annual Report and Accounts for the year ended 31 December 2024				14. To re-elect Miles Young as a Director
	2. To approve the Directors' Remuneration Report				15. To re-appoint PricewaterhouseCoopers LLP as auditors
	3. To approve the Directors' Remuneration Policy				16. To authorise the Directors to fix the remuneration of the auditors
	4. To declare a final dividend of 1 pence per ordinary share				17. To authorise the Directors generally to allot
	5. To re-elect Sir Martin Sorrell as a Director				Ordinary Shares 18. To authorise the disapplication
	6. To re-elect Elizabeth Buchanan as a Director				of pre-emption rights generally* 19. To authorise the disapplication
	7. To re-elect Margaret Ma Connolly as a Director				of pre-emption rights in connection with a specified acquisition or
	8. To re-elect Colin Day as a Director				capital investment* 20. To authorise the disapplication
	9. To re-elect Daniel Pinto as a Director				of pre-emption rights to facilitate pro-rata offers to overseas shareowners*
	10. To re-elect Susan Prevezer as a Director				21. To authorise the Company to purchase its own shares*
	11. To elect Radhika Radhakrishnan as a Director				22. To enable the Company to call general meetings, other than
	12. To elect Nirvik Singh as a Director				an Annual General Meeting, on reduced notice*
	13. To re-elect Rupert Faure Walker as a Director				* denotes a special resolution
	Signature				Date

In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. Director or secretary).

Access code: Username:

Notes to the Proxy Form

• 1. As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at a general meeting of the Company. You can only appoint a proxy using the procedures set out in these notes.
• 1. Appointment of a proxy does not preclude you from participating in the Meeting and voting, either in person or electronically. If you have appointed a proxy and participate in the Meeting, your proxy appointment will automatically be terminated.
• 1. A proxy does not need to be a member of the Company but must attend the Meeting to represent you. To appoint as your proxy a person other than the Chairman of the Meeting, insert their full name in the box. If you sign and return this Proxy Form with no name inserted in the box, the Chairman of the Meeting will be deemed to be your proxy. Where you appoint as your proxy someone other than the Chairman, you are responsible for ensuring that they attend the Meeting and are aware of your voting intentions. If you wish your proxy to make any comments on your behalf, you will need to appoint someone other than the Chairman and give them the relevant instructions directly.
• 1. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares.

You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, you will need to complete a separate Proxy Form in relation to each appointment. Additional Proxy Forms may be obtained by contacting the Company's registrar or Company Secretary.

• 1. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.
• 1. The Company is enabling shareowners to attend and participate in the Meeting electronically, should they wish to do so.

The user guide can be found in the Notice of Meeting. The Meeting ID is 100-702-824-774 and your unique username and access code can be found on this Proxy Form.

• 1. To be valid for the Meeting, a Proxy Form should be completed, signed and lodged (together with any power of authority or any other authority under which it is signed or a duly certified copy of such power of authority) with the Company's registrar:
  2. Online at www.shareregistrars.uk.com, click on the "Proxy Vote" button and then follow the on-screen instructions. Your username and access code can be found on this Proxy Form; or
  3. by post to Share Registrars Limited, 3 The Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX.

no later than 12 noon on 2 June 2025.

• 1. To direct your proxy how to vote on the resolutions mark the appropriate box with an 'X'. In the absence of any specific direction, the proxy will vote (or abstain from voting) at his, her or their discretion. To abstain from voting on a resolution, mark the box "Abstain". An abstention is not a vote in law which means that the vote will not be counted in the calculation of votes "for" and "against" the resolution.
• 1. A proxy will act in his, her or their discretion in relation to any business, other than that above, at the Meeting (including any resolution to amend a resolution or to adjourn the Meeting).
• 1. In the case of a corporation, this proxy form must be executed under its common seal or signed on its behalf by an attorney or officer of the corporation.
• 1. In the case of joint holders, the vote of the senior holder shall be accepted to the exclusion of the votes of other joint holders. For this purpose, seniority shall be determined by the order in which the names of such holders stand in the register of members in respect of the joint holding.
• 1. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the Issuer's agent (ID number 7RA36) not later than 48 hours before the time appointed for holding the Meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which an issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
• 1. Any alterations to this form should be initialled.

To be effective, all votes must be lodged in accordance with Note 7 above.

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