Issue of Shares

29 October 2019

S4 Capital plc ("S4Capital" or the "Company")

Issue of Shares

On 28 October 2019, S4Capital plc (SFOR.L) announced a combination with ConversionWorks (the "Transaction"). Pursuant to the terms of the Transaction, the Company agreed to issue 1,022,434 ordinary shares of 25 pence each in the capital of the Company, credited as fully paid (the "Consideration Shares"). The Consideration Shares will be subject to a two-year restriction on sale.

Applications have been made to the FCA and to the London Stock Exchange for the Consideration Shares to be admitted to the standard segment 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 30 October 2019.

S4Capital plc

Sir Martin Sorrell, Executive Chairman

Powerscourt (PR Advisor) Tel: +44 (0)20 3328 9386

Elly Williamson

Jessica Hodgson

About ConversionWorks

ConversionWorks is an award-winning digital analytics, biddable media and data science consultancy. ConversionWorks partners with companies such as Boots, Diageo, Schuh, giffgaff and Wiggle to help them gather first-party data, curate audiences, predict behaviours and target them with focused creative with the goal of driving increased conversions.

About MightyHive

MightyHive is a new breed of media consultancy that partners with global brands and agencies seeking transformative marketing results in a time of massive disruption and opportunity. Recognized as a global leader in advanced marketing and advertising technologies, MightyHive provides consulting and services in the areas of media operations and training, data strategy and analytics. The company is headquartered in San Francisco, with offices in Bangkok, Chicago, Hong Kong, Jakarta, London, Melbourne, Milan, Montreal, Mumbai, New York, Paris, São Paulo, Shanghai, Singapore, Stockholm, Sydney, Tokyo, Toronto, andVancouver. In 2018, MightyHive merged with S4Capital plc (SFOR.L), the new age/new era digital advertising and marketing services company established by Sir Martin Sorrell in 2018.

About S4Capital

S4Capital plc (SFOR.L) is the new age/new era digital advertising and marketing services company, established by Sir Martin Sorrell in May 2018.

Its strategy is to build a purely digital advertising and marketing services business for global, multinational, regional, local clients and millennial driven influencer brands. This will be achieved initially by integrating leading businesses in three practice areas: first-party data, digital content, digital media planning and buying, along with an emphasis on "faster, better, cheaper" executions in an always on consumer-led environment, with a unitary structure.

Digital is by far the fastest growing segment of the advertising market. S4Capital estimates that in 2018 digital accounted for approximately 45% or $225 billion of total global advertising spend of $500 billion (excluding about $400 billion of trade support, the primary target of the Amazon advertising platform), and projects that by 2022 this share will grow to approximately 55%.

S4Capital combined with MediaMonks, the leading AdAge A-listed creative digital content production company led by Victor Knaap and Wesley ter Haar, in July 2018, and with MightyHive, the market-leading programmatic solutions provider for future thinking marketers and agencies, led by Peter Kim and Christopher S. Martin, in December 2018. In October 2019, S4Capital's MediaMonks merged with Firewood Marketing, the largest digital marketing agency based in Silicon Valley that was recently ranked, along with MediaMonks, as one of the fastest growing agencies by

Adweek.

Victor, Wesley, Pete, Christopher and Peter Rademaker (formerly Chief Financial Officer of MediaMonks, now Chief Financial Officer of S4Capital), all joined the S4Capital Board as Directors. The S4Capital Board also includes Rupert Faure Walker, Paul Roy, Daniel Pinto, Sue Prevezer, Elizabeth Buchanan and Scott Spirit.

Following the fundraising for Firewood, the company has an implied market capitalization of over £650 million ($850 million) and over 1,800 people in 23 countries, across the Americas, Europe, the MiddleEast and Africa and AsiaPacific.

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. Today its market capitalisation is £12 billion. Prior to that he was Group Financial Director of Saatchi & Saatchi Company plc for nine years.