S4 Cap. Regulatory News (SFOR)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, GUERNSEY, JERSEY, JAPAN, HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (OTHER THAN THE UNITED KINGDOM) OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION.

20 December 2018

S4 CAPITAL PLC

("S4 Capital" or the "Company")

Results of General Meeting

and

Block Listing Application

At the General Meeting held today, all Resolutions were passed by the requisite majorities. The issue of New Ordinary Shares and the MightyHive Merger are therefore expected to complete on 24 December 2018.

Applications have been made to the FCA and to the London Stock Exchange for the 107,902,245 New Ordinary Shares to be admitted to the standard segment of the Official List of the UK Listing Authority and to trading on the London Stock Exchange's Main Market for listed securities respectively ("Admission"). It is expected that Admission will become effective, and dealings in the New Ordinary Shares will commence, at 8.00 a.m. on 24 December 2018.

The MightyHive Merger and the Issue remain conditional upon: (i) the Merger Agreement becoming or being declared unconditional in all respects; (ii) the Placing Agreement becoming or being declared unconditional in all respects and not having been terminated in accordance with its terms; and (iii) Admission becoming effective.

Applications have also been made to the FCA and to the London Stock Exchange for 8,984,159 Ordinary Shares (the "Block Listing Shares") to be admitted to the the standard segment of the Official List of the UK Listing Authority and to trading on the London Stock Exchange's Main Market for listed securities respectively using a block listing (the "Block Listing Admission"). The Block Listing Shares comprise the Ordinary Shares subject to the Rollover Options to be granted to certain of the selling security holders of MightyHive pursuant to the Merger Agreement. The Block Listing Shares will, upon issue, rank equally with all the other Ordinary Shares in issue from time to time.

The Block Listing Shares will be issued by the Company from time to time under the terms of the Rollover Options granted pursuant to the Merger Agreement. The Block Listing Admission is expected to become effective on 24 December 2018.

The notification relating to the Block Listing Shares and the Block Listing Admission is provided in accordance with paragraph 3.3.5R of the Listing Rules.

Unless otherwise defined, the terms used in this announcement shall have the same meaning as set out in the announcement released by S4 Capital on 4 December 2018.

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section below.

Sir Martin Sorrell, Executive ChairmanS4 Capital plc, 12 St James's Place, London SW1A 1NXLEI 21380068SP9V65KPQN68

IMPORTANT NOTICES

This Announcement has been prepared by, and is the sole responsibility of, the Directors of S4 Capital plc.

Dowgate, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority (the "FCA"), is acting for S4 Capital plc in connection with the proposals set out in this Announcement and for no one else and will not be responsible to anyone other than S4 Capital plc for providing the protections afforded to their clients or for providing advice in relation to this Announcement or any matters referred to herein.

HSBC, which is authorised and regulated in the United Kingdom by the Prudential Regulation Authority and the FCA, is acting for S4 Capital plc in connection with the proposals set out in this Announcement and for no one else and will not be responsible to anyone other than S4 Capital plc for providing the protections afforded to their clients or for providing advice in relation to this Announcement or any matters referred to herein.

No representation or warranty, express or implied, is made by Dowgate or HSBC as to the contents of this Announcement, or for the omission of any material from this Announcement, including its accuracy, completeness or verification connection with the Company or the offering and nothing in this Announcement is, or shall be relied upon as, a warranty or representation in this respect, whether as to the past or future. No liability whatsoever is accepted by either HSBC or Dowgate or any of their affiliates for the accuracy of any information or opinions contained in this Agreement or for the omission of any material information, for which the Company is solely responsible. Neither Dowgate nor HSBC has authorised the contents of, or any part of, this Announcement and no liability whatsoever is accepted by Dowgate or HSBC for the accuracy of any information or opinions contained in this document or for the omission of any information from this Announcement.