TIDMSFOR

RNS Number : 3023C

S4 Capital PLC

09 June 2023

S(4) Capital plc

("S(4) Capital" or "the Company")

Results of 2023 Annual General Meeting

S(4) Capital plc (SFOR.L) announces that following its Annual General Meeting ("AGM") held at 14 Hewett Street, London EC2A 3NP and virtually on 9 June 2023 at 1 pm, all the proposed resolutions were duly passed by shareowners by way of a poll. Resolutions 1 to 20 were passed as ordinary resolutions and Resolutions and 21 to 25 were passed as special resolutions.

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 13 April 2023) is set out below.

 
 Resolution                  Votes          % of      Votes              % of     Total           Withheld 
                              For            votes     Against            votes    Cast 
                                             cast                         cast 
 1 . To receive 
  the2022 annual 
  report and accounts         298,158,261   100.00%              9,136   0.00%      298,167,397          204,204 
                            -------------  --------  -----------------  -------  --------------  ---------------- 
 2. To approve 
  the Directors' 
  Remuneration 
  Report                      270,259,424   97.95%        5,652,099      2.05%      275,911,523    21,256,825 
                            -------------  --------  -----------------  -------  --------------  ---------------- 
 3 . To re-elect 
  Sir Martin Sorrell 
  as a Director               233,921,334   93.15%     17,204,404        6.85%     251,125,738     45,360,811 
                            -------------  --------  -----------------  -------  --------------  ---------------- 
 4. To re-elect 
  Christopher S. 
  Martin as a Director        297,409,876   99.93%           204,291     0.07%      297,614,167            75,635 
                            -------------  --------  -----------------  -------  --------------  ---------------- 
 5. To re-elect 
  Daniel Pinto 
  as a Director               297,383,000   99.92%           238,696     0.08%     297,621,696             68,106 
                            -------------  --------  -----------------  -------  --------------  ---------------- 
 6. To re-elect 
  Elizabeth Buchanan 
  as a Director               297,374,867   99.92%           239,250     0.08%     297,614,117             75,685 
                            -------------  --------  -----------------  -------  --------------  ---------------- 
 7. To re-elect 
  Margaret Ma Connolly 
  as a Director               294,919,380   99.09%        2,695,316      0.91%     297,614,696             75,106 
                            -------------  --------  -----------------  -------  --------------  ---------------- 
 8 . To re-elect 
  Mary Basterfield 
  as a Director               296,969,425   99.78%           645,271     0.22%     297,614,696             75,106 
                            -------------  --------  -----------------  -------  --------------  ---------------- 
 9. To re-elect 
  Naoko Okumoto 
  as a Director               254,905,748   85.45%     43,390,747        14.55%    298,296,495             75,106 
                            -------------  --------  -----------------  -------  --------------  ---------------- 
 10. To re-elect 
  Paul Roy as a 
  Director                    295,979,984   99.45%        1,634,133      0.55%     297,614,117             75,685 
                            -------------  --------  -----------------  -------  --------------  ---------------- 
 11 . To re-elect 
  Peter Miles Young 
  as a Director               297,303,350   99.90%           311,346     0.10%      297,614,696            75,106 
                            -------------  --------  -----------------  -------  --------------  ---------------- 
 12 . To re-elect 
  Rupert Faure 
  Walker as a Director        296,971,145   99.78%           643,551     0.22%      297,614,696            75,106 
                            -------------  --------  -----------------  -------  --------------  ---------------- 
 13. To re-elect 
  Scott Spirit 
  as a Director               297,401,686   99.93%           213,010     0.07%     297,614,696             75,106 
                            -------------  --------  -----------------  -------  --------------  ---------------- 
 14. To re-elect 
  Susan Prevezer 
  as a Director               297,146,621   99.84%           468,075     0.16%     297,614,696             75,106 
                            -------------  --------  -----------------  -------  --------------  ---------------- 
 15 . To re-elect 
  Victor Knaap 
  as a Director               276,138,984   92.78%     21,475,712        7.22%     297,614,696             75,106 
                            -------------  --------  -----------------  -------  --------------  ---------------- 
 16. To re-elect 
  Wesley ter Haar 
  as a Director               295,150,533   99.17%        2,464,163      0.83%     297,614,696             75,106 
                            -------------  --------  -----------------  -------  --------------  ---------------- 
 17. To elect 
  Colin Day as 
  a Director                  297,036,124   99.81%           578,572     0.19%     297,614,696             75,106 
                            -------------  --------  -----------------  -------  --------------  ---------------- 
 18 . To re-appoint 
  PricewaterhouseCoopers 
  LLP as auditors             298,199,609   99.95%           151,223     0.05%      298,350,832            20,769 
                            -------------  --------  -----------------  -------  --------------  ---------------- 
 19. To authorise 
  the Directors 
  to fix the remuneration 
  of the auditors             298,321,756   99.99%             28,558    0.01%      298,350,314            21,287 
                            -------------  --------  -----------------  -------  --------------  ---------------- 
 20. To authorise 
  the Directors 
  generally to 
  allot ordinary 
  shares                      288,176,340   97.20%        8,289,602      2.80%      296,465,942            20,607 
                            -------------  --------  -----------------  -------  --------------  ---------------- 
 21 .To authorise 
  the disapplication 
  of pre-emption 
  rights generally            297,558,013   99.73%           790,986     0.27%      298,348,999            22,602 
                            -------------  --------  -----------------  -------  --------------  ---------------- 
 22 . To authorise 
  the disapplication 
  of pre-emption 
  rights in connection 
  with a specified 
  acquisition or 
  capital investment          293,875,104   98.90%        3,271,442      1.10%      297,146,546            21,802 
                            -------------  --------  -----------------  -------  --------------  ---------------- 
 23 . To authorise 
  the disapplication 
  of pre-emption 
  rights to facilitate 
  pro-rata offers 
  to overseas shareowners     286,674,522   96.73%        9,702,024      3.27%      296,376,546          791,802 
                            -------------  --------  -----------------  -------  --------------  ---------------- 
 24 . To authorise 
  the Company to 
  purchase its 
  own shares                  297,351,669   99.67%           981,458     0.33%      298,333,127            38,474 
                            -------------  --------  -----------------  -------  --------------  ---------------- 
 25 . To enable 
  the Company to 
  call general 
  meetings, other 
  than an Annual 
  General Meeting, 
  on reduced notice           291,969,030   98.25%        5,185,469      1.75%      297,154,499            13,849 
                            -------------  --------  -----------------  -------  --------------  ---------------- 
 

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: 577,330,456 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

S(4) Capital plc

Tel: +44 (0)20 3793 0003

Sir Martin Sorrell, Executive Chairman

Powerscourt (PR adviser to S(4) Capital plc)

Tel: +44 (0)7970 246 725

Elly Williamson

About S(4) Capital

S(4) Capital 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.

Victor Knaap, Wesley ter Haar, Christopher S. Martin, Scott Spirit and Mary Basterfield all joined the S(4) Capital Board as Executive Directors. The S(4) Capital Board also includes Rupert Faure Walker, Paul Roy, Daniel Pinto, Sue Prevezer, Elizabeth Buchanan, Naoko Okumoto, Margaret Ma Connolly, Miles Young and Colin Day.

The Company now has approximately 8,700 people in 32 countries with approximately 70% of revenue across the Americas, 20% across Europe, the Middle East and Africa and 10% across Asia-Pacific. The longer-term objective is a geographic split of 60%:20%:20%. Content currently accounts for approximately 60% of revenue, Data&digital media 30% and Technology Services 10%. 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 GBP1 million 'shell' company in 1985 into the world's largest advertising and marketing services company, with a market capitalisation of over GBP16 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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