Result of AGM

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  Resolution 8 was withdrawn.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 To re-elect Naoko Okumoto as a Director	Resolution withdrawn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: [phone]

Sir Martin Sorrell, Executive Chairman

Powerscourt (PR adviser to S⁴Capital plc)

Tel: [phone]

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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