S4 Capital : Notice of Annual General Meeting

Notice of Annual General Meeting and Explanatory Circular to Shareowners

S4Capital plc

(Incorporated and registered in England and Wales under number 10476913)

This document should be read as a whole. Your attention is drawn to the letter from the Executive Chairman of S4Capital plc (the 'Company') set out on page 2 of this document which contains the recommendation by the Directors of the Company to shareowners to vote in favour of the resolutions to be proposed at the Annual General Meeting.

Notice of the Annual General Meeting of the Company to be held at The Hewett Building, 14 Hewett Street, London EC2A 3NP and electronically (in accordance with the instructions set out on pages 22-23) at 1.00 pm on Friday 9 June 2023 is set out at the end of this document. Shareowners will also find enclosed with this document a form of proxy for use in connection with the Annual General Meeting.

Whether or not you propose to attend the Annual General Meeting in person or electronically, please complete and submit the form of proxy in accordance with the instructions printed on the enclosed form. The form

of proxy must be received by Share Registrars Limited no later than 1.00 pm on Wednesday 7 June 2023. Alternatively, a proxy may be appointed online at www.shareregistrars.uk.com, click on the 'Proxy Vote' button and then follow the on-screen instructions, or if you hold shares in CREST, by using the CREST electronic proxy appointment service.

This document is important and requires your immediate attention

If you are in any doubt as to what action you should take, you are recommended to seek your own financial advice from your stockbroker, solicitor, accountant or other professional adviser or other independent adviser authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all of your ordinary shares in the Company, please pass this document, together with the accompanying documents, as soon as possible to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds

the shares.

Letter from the Executive Chairman of S4Capital Plc

S4Capital plc

(incorporated and registered in England and Wales under number 10476913)

Directors:

Sir Martin Sorrell (Executive Chairman) Christopher S. Martin

Colin Day (Independent Non-Executive) Daniel Pinto (Independent Non-Executive) Elizabeth Buchanan (Independent Non-Executive) Margaret Ma Connolly (Independent Non-Executive) Mary Basterfield

Naoko Okumoto (Independent Non-Executive) Paul Roy (Non-Executive)

Peter Miles Young (Independent Non-Executive) Rupert Faure Walker (Senior Independent Director) Scott Spirit

Sue Prevezer (Independent Non-Executive) Victor Knaap

Wesley ter Haar

Dear Shareowner

Registered Office:

12 St James's Place

London

SW1A 1NX

13 April 2023

I am pleased to invite you to the Company's Annual General Meeting which will be held at The Hewett Building, 14 Hewett Street, London EC2A 3NP and electronically in accordance with information provided on pages 22-23 at 1.00 pm on 9 June 2023.

The Annual Report and Accounts for the year ended 31 December 2022 (the '2022 Annual Report') has been made available on the Company's website at www.s4capital.com.

The purpose of the Annual General Meeting is to seek shareowners' approval for the resolutions. It is also an opportunity for shareowners to express their views and to ask questions of the Directors of the Company (the 'Board'), and shareowners will be able to ask questions either in person or electronically at the meeting. We, as your Board, are committed to open dialogue with our shareowners and we value the Annual General Meeting as an excellent means to engage with you directly. Shareowners can also submit questions to the Board in advance of the AGM by emailing [e-mail] by no later than 1.00 pm on 7 June 2023. Please include your full name and shareholder reference number.

Whether or not you intend to attend the meeting (either personally or electronically), we would urge you to complete, sign and return the accompanying Form of Proxy, and send it to our registrar, Share Registrars Limited. Alternatively, a proxy may be appointed online at www.shareregistrars.uk.com click on the 'Proxy Vote' button and then follow the on-screen instructions, or if you hold shares in CREST, by using the CREST electronic proxy appointment service.

Proxy appointments must be received by Share Registrars Limited by no later than 1.00 pm on Wednesday 7 June 2023.

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Recommendation

In the opinion of the Directors, each of the resolutions to be proposed at the Annual General Meeting is in the best interests of the Company and shareowners as a whole. Accordingly, the Directors recommend that shareowners vote in favour of the resolutions at the Annual General Meeting, as the Directors intend to do in respect of their own beneficial holdings of Ordinary Shares, which amount to approximately 20.01% of the issued Ordinary Shares of the Company.

Yours faithfully

Sir Martin Sorrell

Executive Chairman

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Notice of Annual General Meeting

S4Capital plc

(Incorporated and registered in England and Wales under number 10476913)

Notice is hereby given that the Annual General Meeting ('AGM') of S4Capital plc (the 'Company') will be held at The Hewett Building, 14 Hewett Street, London EC2A 3NP and virtually on Friday 9 June 2023 at 1.00 pm to transact the following business:

To consider, and if thought fit to pass, the following resolutions, of which resolutions 1-20 (inclusive) are ordinary resolutions and require a simple majority of the votes cast to be in favour in order to be passed. Resolutions 21-25 (inclusive) are special resolutions which require a 75% majority of the votes cast to be in favour in order to be passed. Further details are set out in the explanatory notes in this document.

Ordinary Resolutions

Annual Report and Accounts

1. To receive the reports of the Directors and the Auditors and the audited accounts for the financial year ended 31 December 2022, together with the reports of the Directors and Auditors thereon.

Directors' Remuneration Report

2. To receive and approve the Directors' Remuneration Report, set out on pages 94-116 of the Annual Report and Accounts for the financial year ended 31 December 2022.

Re-election and election of Directors

1. To re-elect Sir Martin Sorrell as a Director of the Company.
2. To re-elect Christopher S. Martin as a Director of the Company.
3. To re-elect Daniel Pinto as a Director of the Company.
4. To re-elect Elizabeth Buchanan as a Director of the Company.
5. To re-elect Margaret Ma Connolly as a Director of the Company.
6. To re-elect Mary Basterfield as a Director of the Company.
7. To re-elect Naoko Okumoto as a Director of the Company.
8. To re-elect Paul Roy as a Director of the Company.
9. To re-elect Peter Miles Young as a Director of the Company.
10. To re-elect Rupert Faure Walker as a Director of the Company.
11. To re-elect Scott Spirit as a Director of the Company.
12. To re-elect Susan Prevezer as a Director of the Company.
13. To re-elect Victor Knaap as a Director of the Company.
14. To re-elect Wesley ter Haar as a Director of the Company.
15. To elect Colin Day as a Director of the Company.

Auditors

1. To re-appoint PricewaterhouseCoopers LLP as Auditors of the Company to hold office from the conclusion of the AGM until the conclusion of the next general meeting at which accounts are laid before the Company.
2. To authorise the Audit and Risk Committee, for and on behalf of the Board, to determine the remuneration of the Auditors.

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Authority to Allot Shares

20. That the Board of Directors be generally and unconditionally authorised pursuant to and in accordance with section 551 of the Companies Act 2006 (the 'Act') to exercise all the powers of the Company to allot shares in the capital of the Company or grant rights to subscribe for, or to convert any security into, shares in the Company:

1. up to an aggregate nominal amount of £47,860,640; and
2. comprising equity securities (as defined in section 560(1) of the Act) up to a further aggregate nominal amount of £47,860,640 in connection with an offer by way of a fully pre-emptive offer to:
3. 1. ordinary shareowners in proportion (as nearly as may be practicable) to their existing holdings; and
   2. holders of other equity securities as required by the rights of those securities or, subject to such rights as the Directors otherwise consider necessary,

and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter.

The authorities conferred on the Directors to allot securities under paragraphs (a) and (b) will expire at the conclusion of the Annual General Meeting of the Company to be held in 2024 or at the close of business on

8 September 2024), whichever is sooner (unless previously renewed, varied or revoked by the Company at a General Meeting). The Company may, before these authorities expire, make an offer or enter into an agreement which would or might require such securities to be allotted after such expiry and the Directors may allot such securities in pursuance of that offer or agreement as if the power conferred by this resolution had not expired.

Special Resolutions

Disapplication of Pre-emption Rights (General)*

21. That, subject to the passing of Resolution 20, the Directors be given powers pursuant to sections 570 and 573 of the Act to allot equity securities (as defined in section 560(1) of the Act) for cash under the authority given by Resolution 20 and/or where the allotment constitutes an allotment of equity securities by virtue of section 560(3) of the Act, as if section 561(1) and subsections (1) to (6) of section 562 of the Act did not apply to any such allotment, provided that such power be limited to:

1. the allotment of equity securities in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph (b) of Resolution 20 above, by way of a fully pre- emptive offer only) to:
2. 1. ordinary shareowners in proportion (as nearly as may be practicable) to their existing holdings; and
   2. holders of other equity securities as required by the rights of those securities or, subject to such rights as the Directors otherwise consider necessary,

and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and

1. the allotment of equity securities for cash (otherwise than pursuant to paragraph (a) above) up to an aggregate nominal amount of £14,358,192, representing 10% of the total issued share capital as at 12 April 2023, such authorities to expire at the conclusion of the Annual General Meeting of the Company to be held in 2024 or at the close of business on 8 September 2024, whichever is sooner (unless previously renewed, varied or revoked by the Company at a General Meeting). The Company may, before these authorities expire, make an offer or enter into an agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of that offer or agreement as if the power conferred by this resolution had not expired.

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