Issue of Shares

On 16 May 2022, S4Capital plc (SFOR.L) announced a merger between TheoremOne and Media.Monks, which significantly expanded the capabilities of Media.Monks' Technology Services practice (the "Transaction"). Pursuant to the terms of the Transaction, the Company has agreed to issue 13,261,727 ordinary shares of 25 pence each in the capital of the Company, credited as fully paid, as a deferred consideration payment (the "Shares").

Applications have been made to the FCA and to the London Stock Exchange for the Shares to be admitted to the equity shares (transition) category of the Official List of the FCA and to trading on the London Stock Exchange's Main Market for listed securities respectively ("Admission"). It is expected that Admission will become effective at 8.00 a.m. on 6 November 2025.

The Company now has approximately 6,800 people in 33 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%. At the Group's last full year results Content accounted for approximately 60% of net revenue, Data&Digital Media 25% and Technology Services 15%.

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.