S4 Cap. Regulatory News (SFOR)

12 September 2022

S4 Capital plc

("S4Capital" or "the Company")

Bonus Issue and Capital Reduction Update

Further to the publication on 14 May 2022 of the Notice of Annual General Meeting (the "Notice"), and the passing of all the required Resolutions at the Annual General Meeting of the Company on 16 June 2022, the Company announces that the final hearing in the Court process to convert its £205,717,000 merger reserve into a distributable reserve is expected to be held on 13 September 2022 (the "Court Hearing").

As described in the Notice, a bonus issue (the "Bonus Issue") of C ordinary shares, each having a nominal value to be determined as at the date of the Bonus Issue (each a "Capital Reduction Share"), shall occur on the evening of 12 September 2022 (being the day before the Court Hearing). Accordingly, the record time for the bonus issue shall be 6.00 p.m. on 12 September 2022 (the "Record Time"). The nominal value of each Capital Reduction Share shall be determined as described in the Notice. The Board does not intend to declare an interim dividend at this time, although it continues to review the advisability of declaring a modest dividend in future.

One Capital Reduction Share shall be issued for each ordinary share of 25p in issue as at the Record Time. In addition, and as described in the Notice, the Capital Reduction Shares will not be admitted to the standard listing segment of the Official List or to trading on any regulated market. No share certificates will be issued in respect of the Capital Reduction Shares. The Capital Reduction Shares will have extremely limited rights. In particular, the Capital Reduction Shares will carry no rights to vote, no rights to participate in the profits of the Company and no rights to participate in the Company's assets save on a winding-up. The Capital Reduction Shares will be transferable, but it is not expected that any market in them will develop and it is anticipated that the Court will confirm their cancellation at the Court Hearing on the day immediately after the date on which they have been issued.

The Company will announce the outcome of the Court Hearing on 13 September 2022.

Capitalised terms used in this announcement which are not otherwise defined have the same meaning as in the Notice, which is available at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website at https://www.s4capital.com/investors.

Enquiries:

S4 Capital plc Tel: +44 (0)20 3793 0003/+44 (0)20 3793 0007

Sir Martin Sorrell (Executive Chairman)

Powerscourt Tel: +44 (0)778 670 2526

(PR Adviser to S4 Capital plc)