M&C Saatchi Regulatory News (SAA)

14 December 2023

M&C SAATCHI PLC

(the "Company")

Update in relation to 2023 Annual General Meeting

The Company today issues an update on the views received from shareholders and the actions taken following the voting outcomes at its Annual General Meeting ("AGM") held on 14 June 2023, in accordance with Provision 4 of the UK Corporate Governance Code (the "Code").

At the 2023 AGM, all 14 resolutions were passed by shareholders. Ten resolutions were well supported by shareholders, with at least 80% of votes cast in favour. Four resolutions were passed with more than 20% of votes cast against.

Since the 2023 AGM, in line with the Company's commitment to maintaining ongoing, transparent dialogue with its shareholders, the Company has engaged with its major shareholders, in order to gather their feedback on these resolutions.

The Chair of the Remuneration Committee of the Company had meetings with shareholders who wished to discuss the resolutions, ensuring the Company fully understood their views.

The Board values the feedback and insights received as part of this consultation process and believes it now has a good understanding of the reasons why certain votes were cast against. The Board will consider the concerns raised by shareholders and in particular, will also ensure that the assessment of future incentivisation takes into consideration the inclusion of deferred elements.

Whilst the Board fully respects and acknowledges that a shareholder may choose to vote against specific resolutions, the Board considers all the resolutions proposed to be in the best interests of all shareholders. The Board will continue to take shareholders' views into consideration as part of its approach to achieving high governance standards and delivering shareholder value.

In accordance with provision 4 of the Code, a final update on this matter will be included in the Company's 2023 Annual Report.

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