S4 Cap. Regulatory News (SFOR)

FOR IMMEDIATE RELEASE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

LEI: 21380068SP9V65KPQN68

11 August 2025

S4Capital plc

Response to press speculation on potential combination with MSQ Partners ("MSQ")

S4Capital plc ("S4Capital" or the "Company") notes the recent media speculation and confirms it has received a proposal from MSQ Partners ("MSQ"), a company majority owned by One Equity Partners regarding a possible combination between S4Capital and MSQ (the "Possible Combination").

These discussions are at a very preliminary stage and there can be no certainty that a transaction will be forthcoming. The Possible Combination, if agreed, would be structured as an acquisition of MSQ by S4Capital and not an offer under the Takeover Code for S4Capital by MSQ. It is not expected that a Rule 9 waiver in respect of S4Capital would be required for the Possible Combination.

This announcement has been made without the prior agreement or approval of MSQ.

The person responsible for arranging the release of this announcement on behalf of S4Capital is Sir Martin Sorrell.

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About S4Capital

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 two synchronised Practices: Marketing services and Technology Services, along with an emphasis on 'faster, better, cheaper, more' execution in an always-on consumer-led environment, with a unitary structure.

The Company now has approximately 7,000 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%. Marketing Services accounted for approximately 90% of net revenue, and Technology Services 10%. The longer term objective is a practice split of 75%:25%.

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.

Important notices

Ardea Partners International LLP ("Ardea Partners"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for S4Capital plc and no one else in connection with the Possible Combination referred to in this announcement and will not be responsible to anyone other than S4Capital plc for providing the protections offered to clients of Ardea Partners or for providing advice in relation to the contents of this announcement or any matters referred to herein.

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or solicitation of any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction, whether pursuant to this announcement or otherwise.

The release, distribution or publication of this announcement in jurisdictions outside the United Kingdom may be restricted by laws of the relevant jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.