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s4 capital annual report and accounts 2021

Together as S4Capital plc Annual Report and Accounts 2021

One mission To build a purely digital advertising and marketing services business, which disrupts analogue models by embracing content, data&digital media and technology services in an always-on 24-7 environment, for global, multinational, regional and local clients and for millennial-driven brands. 4 www.s capital.com/annualreport21

In this report Strategic Report 09 Letter to shareowners 16 ESG: sustainability and corporate responsibility 1 28 Section 172(i) statement 33 Principal risks and uncertainties Industry outlook 40 A perfect storm 2By Sir Martin Sorrell Governance Report and financial statements 48 Governance Report 48 Board of Directors 356 Executive Chairman’s governance statement 58 The role of the Board 62 Report of the Audit and Risk Committee 65 Report of the Nomination and Remuneration Committee 71 Remuneration Report 92 Directors’ Report 99 Independent auditors’ report 108 Financial statements 167 Shareowner information 4 S Capital Annual Report and Accounts 2021 1

Financial highlights One P&L 1 3 Billings Pro-forma billings £1.3bn £1.4bn +99.4% +67.1% 2 Like-for-like 66.8% Revenue Pro-forma revenue £686.6m £740.2m +100.4% +53.8% Like-for-like 52.4% Gross profit/net revenue Pro-forma gross profit/net revenue £560.3m £609.1m +89.8% +45.7% Like-for-like +43.7% 4 Operational EBITDA Pro-forma operational EBITDA £101.0m £113.0m +62.4% +16.8% Like-for-like +11.9% 5 Operational EBITDA margin Pro-forma operational EBITDA margin +18.0% 18.6% -3.0 margin points -4.6 margin points Like-for-like -5.1 margin points Operating loss Pro-forma operating loss -£42.1m -£83.5m 2020 +£8.1m 2020 -£87.9m 2 S4Capital Annual Report and Accounts 2021

Adjusted operating profit6 Pro-forma adjusted operating profit £94.8m £106.7m +63.6% +16.6% Like-for-like +11.2% Loss before income tax Pro-forma loss before income tax -£55.7m -£95.7m 2020 +£3.1m 2020 -£92.4m 7 Adjusted result before income tax Pro-forma adjusted result before income tax £81.2m £94.4m +53.5% +8.6% Like-for-like +0.4% Adjusted basic earnings per share Pro-forma adjusted basic earnings per share 13.0p 14.8p 2020 7.9p 2020 11.6p Market capitalisation at 12 May 2022 Share price at 12 May 2022 £1.69bn 305.4p For full reconciliation from statutory to non-GAAP measures, please refer to Note 26 and the unaudited preliminary results published on 6 May 2022. Notes: 1. Billings is gross billings to clients including pass-through costs. 2. Like-for like relates to 2020 being restated to show the unaudited numbers for the previous year of the existing and acquired businesses consolidated for the same months as in 2021 applying currency rates as used in 2021. 3. Pro-forma numbers relate to unaudited full year non-statutory and non-GAAP consolidated results in constant currency as if 4 the S Capital plc Group (the Group) had existed in full for the year and have been prepared under comparable GAAP with no consolidation eliminations in the pre-acquisition period. 4. Operational EBITDA is EBITDA adjusted for acquisition related expenses, non-recurring items and recurring share-based payments, and includes Right-of-use assets depreciation. It is a non-GAAP measure management uses to assess the underlying business performance (also see Note 26). 5. Operational EBITDA margin is operational EBITDA as a percentage of gross profit/net revenue. 6. Adjusted operating profit is operating profit/loss adjusted for non-recurring items and recurring share-based payments. 7. Adjusted result before income tax is profit/loss before income tax adjusted for non-recurring items and recurring share-based payment. S4Capital Annual Report and Accounts 2021 3

One world, one business Company locations 4 S offices 8,400 Gross profit/net revenue by region 21% people 70% Europe, 9% The Americas Middle East Asia Pacific & Africa 33 Gross profit/net revenue by practice 69% 30% 1% countries Content Data&Digital Technology Media Services 4 S4Capital Annual Report and Accounts 2021

Our growth path 2022 January: Announcement of combination between Media.Monks and 4 Mile Analytics. 2021 2020 January: Announcements of combination January: Announcement of combination of MediaMonks with TOMORROW and of MediaMonks with Circus Marketing. STAUD STUDIOS. May: Announcement of combination February: MightyHive acquired the assets of MightyHive with Digodat. of Datalicious Australia. June: Announcement of combination March: Announcement of conditional of MightyHive with Lens10. agreement to combine MediaMonks and July: Announcement of combination Jam3, completed in May. of MightyHive with Orca Pacific. May: Announcement of agreement to combine August: Announcement of combination MightyHive and Raccoon. of MightyHive with Brightblue. July: Announcement of combination of September: Announcement of combination Destined and MediaMonks. of MediaMonks with Dare.Win. August: MediaMonks and MightyHive become December: Business combinations of one unitary brand: Media.Monks. MediaMonks with Decoded and MightyHive September: Announcement of combinations with Metric Theory. of Cashmere and Zemoga with Media.Monks. November: Announcement of combination of Miyagi and Media.Monks. December: Announcement of combination of Maverick and Media.Monks. 2018 2019 May: Formation and initial funding April: Caramel Pictures acquired by MediaMonks. of S4Capital plc. April: Combination of MightyHive with ProgMedia. July: Combined with digital content production June: Announcement of combination of MediaMonks company MediaMonks. with BizTech. December: Combined with programmatic August: Combination of MediaMonks with IMA. company MightyHive. October: Combination of MediaMonks with Firewood Marketing. October: Combination of MightyHive with ConversionWorks. November: Announcement of combination of MediaMonks with WhiteBalance. S4Capital Annual Report and Accounts 2021 5

Exploring the metaverse We’re at the heart of this new world. 2021 high points See our one-minute video at www.s4capital.com/annualreport21 Growing the Winning, landing Fellowship programme and expanding Meet our three Fellows – we’re Conversion at scale with ‘whoppers’ taking on five more in 2022. and ‘whoppertunities’. HP Google Greening our planet BMW Mondelez Meta Cisco L’Oreal Netflix Miele 265,000 Moncler Allianz P&G PayPal Arion NDA Telecommunications company trees planted in 2021. NDA FMCG company* * 2022 win Erena Alfred 6 S4Capital Annual Report and Accounts 2021

Building our Technology Services practice The combination with Zemoga takes us into new markets, enabling us to engage more deeply with CIOs and CTOs in addition to CMOs, Chief Sales Officers and CDOs. Putting women first Empowering our senior female execs through the 4 interactive S Women Leadership programme. Strengthening the centre Investment in our management structure and our Chief Diversity Officer, James Nicholas Kinney (below). Welcoming our new Monks Broadening and deepening our offer Uniting under one brand across the world. Together as one. A seamless, fully integrated offer for clients. ** ** 2022 combination S4Capital Annual Report and Accounts 2021 7

One direction Strategic Report 09 Letter to shareowners 116 ESG: sustainability and corporate responsibility 28 Section 172(i) statement 33 Principal risks and uncertainties 4 8 S Capital Annual Report and Accounts 2021

Letter to shareowners 1 In our third full financial year we almost doubled in size and generated over $900 million (£687 million) of revenue. We continued to develop client conversion 2 at scale to achieve our ultimate 20 objective: 20 clients each generating revenues of over $20 million (£15.3 million) per annum over the period 2022–24. Dear shareowner • We continued to broaden and deepen our Whilst this growth, both organic and through Content and Data&Digital Media practices business combinations, is very satisfying, through organic growth and by the addition the delay in producing our 2021 results is of a further five Content, four Data&Digital unacceptable and embarrassing and significant Media and one Technology Services changes in our financial control, risk and companies in 2021 and one so far in governance structure and resources are being early 2022. implemented and planned to try to ensure this • We expanded into our third practice area doesn’t happen again. – Technology Services – enabling us to Top honours for any 2021 achievements should engage more deeply with CIOs and CTOs go to our (now) over 8,400 Monks globally in addition to CMOs, Chief Sales Officers who, no sooner than recovering from the and CDOs. strain and challenge of the pandemic, had • We introduced our single operating brand, to face the impact of the shocking events in Media.Monks, reflecting our seamless, fully Ukraine, but continue to respond unflinchingly. integrated offer for clients. Their creativity, adaptability, resilience and • We expanded our major client relationships hard work have made this success possible and broadened and deepened our and have started to prove the potency of our client roster. new age/new era, digital, data-driven, unitary • We appointed a global Chief Diversity model, which has gained significant traction. Officer and continued to embrace our The pandemic has, at the same time, diversity, equity and inclusion opportunities accelerated the drive to create a digital with unique, black-orientated fellowship world, together with the adoption of digital and female executive leadership transformation amongst consumers, across programmes, changed hiring practices and all media and within enterprises and, in turn, education programmes. stimulated the demand from clients for digital • We continued to make progress in our zero marketing expertise. carbon commitments targeting 2024, earlier • We continued to grow our top line at than most. industry-leading rates, despite covid-19, • We have currently achieved double $ and and have exhibited agility in developing new close to double £ Unicorn status in terms of content revenue streams quickly, in such stock market value, in only our third full year, areas as the Unreal Engine, the Metaverse, despite the significant stock market volatility, blockchain, crypto and NFTs, placing us at while expanding our balance sheet to take the forefront of these significant disruptions. advantage of combination opportunities. S4Capital Annual Report and Accounts 2021 9

Strategic Report Letter to shareowners continued Financial performance • Statutory loss for the period was All-in-all, we continued to fire on almost all £56.7 million, versus a reported £3.9 million cylinders in 2021, with like-for-like revenue and (loss) in 2020, after charging under IFRS gross profit/net revenue up 52.4% and 43.7%, £72.3 million of combination payments, two-year simple stacks for gross profit/net which were tied to the continued revenue up 63.1%, the one feature we would employment of key share-owning principals have liked to improve on being the Operational in combinations. Although such contractual EBITDA margin, which was impacted by the provisions impact the income statement, significant investment required to bed down your Board believes this is a better our growth. commercial approach given the professional service nature of our business. 1 • Billings were £1.3 billion, up 99.4% on a • Basic and diluted net loss per share were reported basis, up 66.8% like-for-like2 and 10.3p, versus 0.8p (loss) in 2020. up 67.1% pro-forma3. Controlled billings, that 5 is billings we influenced in addition to billings • Year-end net debt was £18.0 million that flowed through our income statement, (2020 net cash: £51.6 million), despite more than doubled to approximately making £96.6 million in cash combination £5.4 billion (2020: £2.3 billion). payments and reflecting cash flow from • Revenue was £686.6 million, up 100.4% operating activities with 54.1% operating from £342.7 million on a reported basis, cash flow conversion from EBITDA. up 52.4% like-for-like, and up 53.8% on a • Operational EBITDA margins improved in pro-forma basis. the second half from 14.5% in the first half • Gross profit was £560.3 million, up 89.8% to 20.6% in the second half giving 18.0% reported, up 43.7% like-for-like, and up for the full year, as the first half increased 45.7% pro-forma. investment in our people yielded higher productivity in the second half. • Operational EBITDA4 was £101.0 million, up • Pro-forma billings were £1.4 billion. 62.4% reported, up 11.9% like-for-like, and Pro-forma revenue was £740.2 million up 16.8% pro-forma. and pro-forma gross profit was • Operational EBITDA margin was 18.0%, £609.1 million up 53.8% and 45.7% down 3.0 margin points versus 21.1% in respectively on 2020. Pro-forma operational 2020, down 5.1 margin points like-for-like EBITDA was £113.0 million, up 16.8% on and 4.6 margin points pro-forma, reflecting 2020, with operational EBITDA margin investment ahead of the revenue curve in at 18.6%, 4.6 margin points down on major new ‘whopper’ clients, new areas the previous year. Pro-forma adjusted of organic growth, such as connected operating profit, excluding adjusting items TV, and financial, risk and management of £190.2 million, is £106.7 million, up 16.6% infrastructure to manage future growth. on the previous year. Pro-forma adjusted • Operating loss was £42.1 million, after pre-tax profits were £94.4 million versus £136.9 million of adjusting items, principally £87.0 million in the previous year, up 8.6%. acquisition and amortisation expense, Pro-forma adjusted profit for the period was versus an operating profit of £8.1 million in £82.3 million (2020: £64.5 million), up 27.6%. 2020. Adjusted basic net result per share Adjusted pro-forma basic earnings per share was 13.0p versus 7.9p in 2020, reflecting a before adjusting items was 14.8p, up from lower effective US tax rate for 2021. 11.6p in the previous year. Notes: 1. Billings is gross billings to clients including pass- 4. O perational EBITDA is EBITDA adjusted for acquisition through costs. related expenses, non-recurring items and recurring 2. Like-for like relates to 2020 being restated to show the share-based payments, and includes Right-of-use assets unaudited numbers for the previous year of the existing and depreciation. It is a non-GAAP measure management acquired businesses consolidated for the same months as uses to assess the underlying business performance in 2021 applying currency rates as used in 2021. Operational EBITDA margin is operational EBITDA as a 3. Pro-forma numbers relate to unaudited full year non- percentage of gross profit/net revenue (also see Note 26). statutory and non-GAAP consolidated results in constant 5. Net debt comprises cash minus gross bank loans currency as if the Group had existed in full for the year (excluding transaction costs). and have been prepared under comparable GAAP with no consolidation eliminations in the pre-acquisition period. 10 S4Capital Annual Report and Accounts 2021

1 Billings£m Revenue £m Gross profit/net revenue £m 2021 1,297 2021 686.6 2021 560.3 2020 653.4 2020 342.7 2020 295.2 2019 455.8 2019 215.1 2019 171.3 Operational EBITDA£m Operational EBITDA margin% Adjusted operating profit £m 2021 101.0 2021 18.0 2021 94.8 2020 62.2 2020 21.1 2020 58.0 2019 33.4 2019 19.5 2019 31.1 Geographic performance Pro-forma gross profit/net revenue On a pro-forma basis, The Americas accounted by region for 71.3% of gross profit against 74.3% in 2020. The Americas – 71% Europe, Middle East & Africa represented Europe, Middle East & Africa – 20% 19.4% of gross profit against 16.6% in 2020. Asia Pacific – 9% Asia Pacific represented 9.3% of gross profit against 9.1% in 2020. Pro-forma growth in gross profit/net revenue was up 39.9% in The Americas, 70.8% in Europe, Middle East & Africa and 47.8% in Asia Pacific. Our long-term objective has been to achieve a geographic distribution of 40% in The Americas, 20% in Europe, Middle East & Africa and 40% in Asia Pacific, particularly given the likely continuing rise of China and India and despite the recent US/China trade frictions. However, the war in Ukraine has increased concerns about Taiwan and China and, as a result, it is likely that our transition to Asia Pacific will take longer, with a 60:20:20 geographical split being a more realistic objective, at least in the medium term. Practice performance Pro-forma gross profit/net revenue On a pro-forma basis, Content accounted by practice for 67.0% of gross profit/net revenue Content – 67% against 65.5% in 2020. The Data&Digital Data&Digital Media – 30% Media practice represented 29.6% of gross Technology Services – 3% profit/net revenue against 31.8% in 2020. Technology Services, a new practice for us in 2021, accounted for the remaining 3.4%. Pro-forma growth in gross profit/net revenue was up 49.0% at the Content practice and up 36.0% at the Data&Digital Media practice. Technology Services was up 79.3%. Our long-term objective now is to achieve a practice distribution around one-half in Content, one quarter in Data&Digital Media and one quarter in Technology Services. S4Capital Annual Report and Accounts 2021 11

Strategic Report Letter to shareowners continued Client developments Data&Digital Media capabilities through 2021 saw the expansion of our major client TOMORROW in China and Datalicious and relationships with additional remits and Destined, both in Australia. Media.Monks also geographies at brands including Google, added significant talent from competitors in the Meta, PayPal, HP, Netflix, Procter & Gamble, areas of new digital media social content and Mondeleˉz and BMW. We also saw significant digital government communications. new business with engagements from new Finally, Media.Monks entered a third practice, clients including Allianz, Miele, Instacart, Technology Services, through South American- Pearson, Canva, Constellation Brands and M1. based Zemoga. We had six ‘whoppers’ (clients with revenues Media.Monks has integrated each combination over $20 million per annum) in 2021, as into our now three practices: Content, opposed to only two in 2020. We have also Data&Digital Media and Technology Services. now identified 19 more potential ‘whoppers’, One of the consequences of the pandemic where we currently project $5-15 million of was an acceleration in consolidating separate revenue per annum and which potentially could offices on a city-by-city basis, as existing break through the $20 million per annum level leases were terminated more quickly. We are over the latest three-year planning period now planning new leases with an approximately for 2022-24. We anticipate that a further five 60% pro-rata capacity floor plate, assuming clients may well become ‘whoppers’ this year office occupation of three days a week making a total of 11 in 2022, well on the way on average. to achieving our 202 objective. Practice developments There is little doubt that we will not return to the old normal in terms of office location, layout 2021 also saw significant strengthening and and use. There will be more flexible working deepening of our Content and Data&Digital from home, probably about 40% of the working Media practices. Our newly launched unitary week, with more flexible commuting times, brand, Media.Monks, broadened and more dispersed working and living patterns and deepened its geographical footprint in 2021 different office layouts, with separate spaces and so far in 2022. It added North and South for our people to meet, to work and to engage American Content and Data&Digital Media with clients. capabilities through Jam3, Racoon Group, We are also increasingly consolidating Cashmere, Maverick Digital and 4 Mile. our strategic, client content, data and In Europe, Middle East & Africa, Media.Monks programmatic and technology services offer entered the German and Italian markets at the S4Capital level. through STAUD STUDIOS and Miyagi. In Asia Pacific, we added Content and Media.Monks entered a third practice, Technology Services, through South American-based Zemoga 12 S4Capital Annual Report and Accounts 2021

1 13% undeclared (compared to 45% women and 55% men in 2020). Our second edition 4 of the S Women Leadership Programme has recently launched. We have also hired our second-year flight of Fellows for the 4 four-year, multi-practice S Fellowship Programme, who exclusively come from historically black colleges and universities in the US. To keep diversity efforts front and centre of our everyday practices, we have hired a global Chief Diversity Officer whose main task is leading our recruiting efforts, so we can discover and attract the candidates that represent our communities. • Across S4Capital we donated 1,460 hours to community and charity services and we continue to contribute to society and the needs of the planet with our Projects for Good, which are all related to the United Nations Sustainable Development Goals. In 2021 we raised our number of projects read more for Good from 41 to 251. Read more about our ESG performance and activities on pages 16 to 27. • In regard to governance, the Company is Environment, Social and committed to good corporate governance Governance (ESG) strategy and endeavours to comply with the principles and provisions of the UK In 2021, the Company continued to raise the Corporate Governance Code, to the bar in all three areas of our ESG strategy. extent appropriate for its business. We actively track our CO emissions and The composition of the Audit and Risk • 2 Committee and the Nomination and perform competitively with a sample of Remuneration Committee, both comprised peer companies. We have committed to entirely of independent Non-Executive achieving carbon neutrality by 2024, which Directors, and the balance of the Board as we have realised in 2021 by offsetting our a whole ensures that the Board operates 4 2020 emissions in our S Forest. We have effectively within expected standards of planted over 265,000 trees and will officially corporate governance, with constructive offset our emission for 2021 in 2022 through challenge from the independent non- certified forest preservation projects. executive directors. We continue to try to These actions are taken in response to enhance the capabilities of the Board with the World Economic Forum 2020 Davos the addition of more diverse talent to add to Manifesto. We are the first advertising and the existing four female and five male Non- marketing firm to commit to the Amazon Executive Directors based in The Americas, Climate Pledge, which has a longer-term Europe, Middle East & Africa and Asia objective in relation to zero emissions. Pacific. We are seeking B Corp status across the whole Company, not just for individual offices, by 2023. • In 2021, we strengthened our hiring and educational policies in relation to diversity, equity and inclusion. With regard to gender diversity, our relative ratio has improved, with 43% women globally, 44% men and S4Capital Annual Report and Accounts 2021 13

Strategic Report Letter to shareowners continued Seizing the decade Summary and outlook Overall, it is clear that covid-19 has accelerated There is no doubt that covid-19 has had a the adoption of digital transformation and devastating impact on the global economy digital media at three levels: and society over the last two years. • Firstly, at the consumer level, with Our people have been put under immense consumers buying groceries and essentials strain, particularly with the illness and loss of online, educating their kids online, using family members. We applaud their resilience, financial services online and gorging on hard work and success and thank them for online entertainment and gaming. all their efforts. We took the view that we • Secondly, media trends have been would not make significant reductions in the accelerated, with the streamers like Netflix number of people in the company, nor rely in and Disney+ gaining on free to air TV any significant way on government support (despite recent turbulence), traditional or funding. newspapers and magazines under greater Our Content practice, now representing about pressure from digital alternatives and two thirds of our business, pivoted very quickly traditional outdoor being increasingly to robotic production and animation and eclipsed by digital outdoor. from orchestrating live events to virtual ones. • Finally, enterprise adoption of digital We created significant new content revenue transformation has accelerated, as covid-19 streams very quickly, with like-for-like gross disrupted steady state growth and during profit/net revenue growth of 19.4% in 2020 that disruption ‘change agents’ have been and 43.7% in 2021, a two-year simple growth given more oxygen to implement digital stack of 63%, whilst the analogue advertising organisational change. and marketing services industry struggled to It is also clear that the Company’s purely digital find a low single-digit two-year simple stack of model, based on first-party data (reinforced by around 3%. the recent privacy policy decisions by Apple The imperatives for 2022 continue to be: to and Google) fuelling the creation, production achieve greater client conversion at scale and distribution of digital advertising content and our 20² objective as rapidly as possible; and distributed by digital media, is increasingly to integrate our three practices even more resonating with clients. Our tagline ‘faster, effectively; to continue to strengthen our better, cheaper’ or ‘speed, quality, value’ and diversity, equity and inclusion and climate unitary, one P&L structure also appeal strongly. change achievements; to continue to broaden and deepen our service capability through further combinations; and, of course, to try to ensure a delay in our results doesn’t Covid-19 has happen again. We continue to review the recommendations of accelerated the Lord Hill’s Report to the UK’s Chancellor of the Exchequer that provides a possible pathway to a premium UK listing and the possibilities adoption of digital of a US listing, where market valuations for transformation and comparators are higher. digital media 14 S4Capital Annual Report and Accounts 2021

1 Our four core principles We are purely digital With a unitary structure Holy Trinity of: Speed First-party data Quality Digital content Value* Digital media We believe 2022 will generally be a good year * Faster, Better, Cheaper economically, with consumers temporarily insulated from an inflationary squeeze by covid-19 savings. And this, despite significant inflation, higher interest rates, continued lockdowns in China, a consequent lowering in forecast GDP growth rates and the war in the Ukraine – which will raise risk levels for clients in Central and Eastern Europe and to a lesser extent Asia Pacific, whilst lowering them in North and South America. In the first quarter of 2022, gross profit/net Sir Martin Sorrell revenue growth was strong and ahead of Executive Chairman guidance. This performance is planned to continue into 2022, with budgets and plans targeting strong revenue, gross profit/net revenue growth and improving operational EBITDA margin and the three-year plan for 2022-24 aiming for a doubling of the Group organically, excluding combinations and Mary Basterfield EBITDA margins returning Group Chief Financial Officer to previous levels. S4Capital Annual Report and Accounts 2021 15

Strategic Report ESG: sustainability and corporate responsibility Our sustainability strategy, comprising three How we create value with our pillars, is based on our potential impact, strategy and contribute to the SDGs stakeholder opinions and our contribution to The impact model on page 17 explains how our the UN Sustainable Development Goals (SDGs) sustainability strategy, our activities, and the developed in 2015 by the United Nations. resources we use lead to our ultimate impact • Zero Impact Workspaces concentrates on goal. It describes how we create added value, our own operations, taking care of our home now and in the long term. As the model shows, and household. we aim to contribute to the SDGs. • Sustainable Work focuses on taking care Significant positive impact can be found in of our work for and with clients and thereby our work for clients, ranging from awareness making an impact in our supply chain. raised on social topics, to changed consumer • Diversity, Equity and Inclusion (DE&I) behaviour, to conservation of our environment. focuses on taking care of ourselves and However, as the inputs show, we also consume each other, with a growing emphasis on the natural resources to enable us to work for support we offer to clients. our clients. These relate to greenhouse gas We have set goals for each of our strategic emissions and waste associated with our pillars that collectively contribute to our business activities. We are working to decrease overarching ambition: to build a sustainable this negative impact of our business operations and inclusive company and become B Corp and increase our positive added value through certified, validating our business as a force our creative work. for good. In 2021 we took additional steps to become B Corp certified and are currently in the middle of the full scope assessment. The B Corp ambition demonstrates how we strive to become industry leaders. We believe that this ambition starts with increasing transparency. Part of this transparency is standardisation, to measure, compare and adjust. There are still many unknowns in our industry that we need to tackle. Therefore, we signed the Commitment Letter of the World Economic Forum. This letter reflects our commitment to the global alignment effort on ESG reporting and to the Stakeholder Capitalism Metrics Initiative (SCMI). The SCMI improves the ways that companies measure and demonstrate their performance against ESG indicators and to enable positive contributions towards achieving the SDGs. Through collaboration within and beyond our industry we want to turn these unknowns into knowns. 16 S4Capital Annual Report and Accounts 2021

1 The reporting scope for the sustainability information is based on combinations before 2021. The activities of the following companies are included in the reporting scope: Biztech, Circus Network Holding, Decoded Advertising, Firewood, IMAgency, MediaMonks, Metric Theory, MightyHive (including Lens 10), Orca Pacific, LLC, Superhero Cheesecake BV and S4Capital. Our impact model Input People Resources Financial capital Relationships • 5,874 Monks • >30 offices • 0.07% of • Clients • >20 countries • 2,397.97 MWh revenue invested • Business partners electricity used in innovation • 43% women • Charities 44% men 13% undeclared Business model Our vision Our ESG mission Our strategy Creativity and technology We are a catalyst for • Zero Impact Workspaces are a force for good and the sustainable impact • Sustainable Work powerful tools required in of our clients the transition towards a • Diversity, Equity and Inclusion more sustainable society Output • Many of our people • 30% of electricity • £87,091 (0.02% • 14,311 projects trained on diversity, use is renewable of net revenue) for clients equity & inclusion 0.86 tonnes of CO and 1,460 hours 251 Projects • 2 donated to charities • • Offered 66 emissions per FTE For Good intern positions • 29% of waste is recycled Long-term We empower our We create a We remain We improve the value people to be a climate-neutral and economically viable sustainable impact catalyst for change, environmentally and invest in our of our clients – to in an inclusive, conscious innovations to enable bring about the shift diverse and business operation us to contribute in attitudes and creative workplace to sustainability behaviour needed to challenges in the reach the SDGs long run Zero Impact Workspaces Sustainable Work Diversity, Equity and Inclusion S4Capital Annual Report and Accounts 2021 17

Strategic Report ESG: sustainability and corporate responsibility continued Zero Impact Workspaces carbon neutrality by 2024. To strengthen this As an international company experiencing commitment, we signed the Climate Pledge in continual growth around the globe, we need 2021 – a cross-sector community of companies to mitigate our impact. We aim to create a and organisations working together to crack climate neutral and environmentally conscious the climate crisis with a mission of reaching business through tangible efforts in our daily net zero carbon emissions by 2040. This is operations. We want to build zero impact challenging, as digital companies like us are workspaces and contribute to increasing the big consumers of energy, especially electricity. share of renewable energy (SDG 7), reducing Therefore, we track our sustainability waste generation, and promoting sustainable performance and continue to make progress procurement practices (SDG 12) by: when it comes to our workspaces. 4 • Broadening the renewable energy share in S Forest 4 our own energy mix by covering our roofs In 2021, we launched S Forest, partnering with solar panels or procuring green energy. with Tree-Nation, a non-profit organisation that • Increasing the share of electric cars in our enables companies to plant trees all around the own and leased cars. world to offset CO2 emissions. • Moderating our travel expectations (from Through this partnership, we contributed pre-covid-19 levels), using environmentally- to Eden Projects in Madagascar, a project friendly travel options, and continuing to initiated in response to the large-scale loss of offset our carbon emissions. mangroves and upland forests in Madagascar. In 2021 we planted more than 265,000 trees, • Reducing our waste production per FTE and thereby reforesting 88.48 hectares and increasing our recycling percentages. capturing 10,617.95 tonnes of CO2. This means that we have captured three times more CO • Aligning our procurement with sustainability 2 standards and engaging with suppliers emissions than our own 2020 CO2 emissions (2,800.80 tonnes of CO ). Our 2021 emissions on sustainability. 2 will be offset through a certified programme We also want to reduce our CO2 footprint aimed at the conservation of trees and we (SDG 13). In response to the World Economic will continue to plant trees for every new Forum 2020 Davos Manifesto, Media.Monks Monk joining us. We plan to offer clients the announced its commitment to achieve opportunity to offset the emissions caused by the production of their digital solution in our 4 S Forest as well. S4Capital 600.00 emissions per category 500.00 per FTE (in kg CO ) 400.00 2 300.00 200.00 100.00 0.00 Natural Company District Electricity Electricity Business Employee Employee Business Servers Waste Water gas cars heating – grey – green flights commute commute travel on by car by public land 2021 2020 transport Note: Averages per FTE are based on the average number of FTE throughout the year. Also note that we did not include data from the home-workspaces of our employees (e.g. gas use, energy consumption, wastage). Therefore, the actual CO emissions are most 2 likely higher than we can report here. 18 S4Capital Annual Report and Accounts 2021

1 Our performance in 2021 Sustainable Work In 2021 we measured our carbon footprint for This pillar revolves around the work we do for Media.Monks for the second time, in alignment our clients and with our partners. As we work with the Greenhouse Gas Protocol. As we are with many brands around the globe, Media. continuously growing as a company, it is hard Monks is well positioned to become a catalyst to compare our absolute emissions. Therefore, for change through our global clients and by we also disclose our emissions per FTE below. attracting Purpose-Driven clients, as defined In 2021, our total carbon footprint was by the B Corporation. For both client groups 3,125.32 tonnes CO emissions and a relative we focus on improving our sustainable creation 2 and production of projects as well as projects CO emission of 0.86 tonne CO per FTE. 2 2 ‘For Good’. This reflects the fact that many of our people were working from home for a large part of the For both sustainable creation and For Good year due to covid-19. projects we aim to contribute to the SDGs as Outlook set out below. We aim to set a science-based target in 2022 • SDG 4.4: Through on-the-job learning, we according to the principles of the Science- want to increase the number of people with Based Target Initiative. This target will meet relevant skills – with special focus on under- the goals of the international Paris Agreement – represented groups (e.g. female developers) limiting global warming to 1.5 degrees Celsius – also see the section on Diversity, Equity above pre-industrial levels. and Inclusion. In addition, we will continue the implementation • SDG 9.4: We want to reduce the CO2 of our Green Building checklist as part of our emissions per unit of value added through Green & Social Building policy. While some of facilitating our clients with an optimal way to our offices (e.g. Kuala Lumpur) already qualify produce and run projects sustainably (our as sustainable, this policy will provide guidance Sustainable Work Manifesto). for new and existing contracts and renovation • SDG 9.5: We want to steer and drive global of our offices that need adjustments. solutions focused on technology and design evolution by investing in innovation. • SDG 12.2: We want to reduce the material footprint of our projects by sustainably managing and increasing the efficient use of We aim to create our project resources. Through the content of our For Good projects, a climate neutral we also contribute to SDGs 1, 4, 5, 10, 12 and environmentally and 13. conscious business S4Capital Annual Report and Accounts 2021 19

Strategic Report ESG: sustainability and corporate responsibility continued Our performance in 2021 Our Sustainable Work performance 2020 2021 Total number of projects 7,800 14,311 Total registered For Good projects 41 251 Hours registered on For Good projects n/a 123,059 Net revenue from registered n/a £23,609,684 For Good projects All registered For Good projects n/a 4.21% as % of total revenue (all projects, paid, discounted, pro bono) Purpose-Driven clients n/a 69 Net revenue from Purpose-Driven n/a £13,952,540 client projects % of total revenue for Purpose-Driven n/a 2.49% client projects % of net revenue from projects n/a 0.93% for alcohol and tobacco clients Donations to charity £356,568 £87,090 (0.12% of our net revenue) (0.02% of our net revenue) Hours donated to community n/a 1,460 hours and charity services % of net revenue invested in innovation 1.23% 0.07% In 2021, we developed a Sustainable Work sustainably as possible by taking energy Manifesto to integrate sustainable solutions consumption, waste management and catering more systematically. It impacts on the into account. In addition to the design, we materials we use, our activities, such as developed sustainable set rules for those who business flights, as well as the end product use the studio. This can function as a template we deliver. Options such as a production that for other production hubs around the world. is mobile-first or a product that only enables Inclusion and representation the consumer to watch the content when connected to wi-fi, for that reason results in a Working sustainably also means that reduction in energy. Another efficiency gain can we take the social aspects into account. be reached through integrated productions. As digital advertisers and marketers, we can In 2021, more than 20 of our projects were deepen customer connections by ensuring registered as integrated. As these measures that audiences see themselves reflected differ per project, we are working on authentically in our content. It is important separate guidelines. to consider not only who is represented in images, but also how, and adjust for cultural Sustainable film production differences globally. We have developed a As an important part of our client work, film ‘Practical Guide to Inclusive Marketing’, production is included as a separate stream a website created to promote inclusion and within our Sustainable Work Manifesto. representation in the context of marketing In Europe and the US, we are achieving more materials. A team of volunteers researched, sustainable production through, for instance, created content, and designed this publicly the props and set pieces used, how waste accessible resource to help anyone in the is disposed of and what food is served. marketing industry. In the Netherlands we built a film studio as 20 S4Capital Annual Report and Accounts 2021

1 As digital advertisers and marketers, we can deepen customer connections by ensuring that audiences see themselves reflected authentically in our content Innovation supported 69 in 2021, have its origin in creating To spur innovation, 0.07% of our net revenue a positive impact on the world, where revenue is spent on research and development work. from products or services comes from positive Media.Monks’ innovation team works on impact. The client can be a corporate, making identifying opportunities and developing profit, or non-profit. For example: education capabilities to steer and drive global solutions related clients, culture/art related clients, focused on technology and design evolution. NGOs, clients promoting human rights or The gained knowledge, findings and learnings nature conservation. are shared on a monthly basis to enable Our 251 For Good projects with conventional everyone interested to build upon our work. and purpose-driven enterprises, represent For Good projects 4.21% of our net revenue. We are already Our ‘For Good’ strategy is a structured push seeing progress here, moving from 41 out of for concepts, ideas and messages that 7,800 For Good projects (0.5%) in 2020, to contribute to the SDGs. We do this through 251 out of 14,311 (1.8%) For Good projects in R&D, donating financial aid or time to For Good 2021. We have the ambition to increase these charities, through our For Good projects and efforts by contributing at least 1% of our total by working with purpose-driven enterprises revenue and hours worked to voluntary work (i.e. clients with a core purpose to change the for non-clients. world for the better) via paid, discounted or pro Outlook bono work. 2021 was a year of creating internal awareness. Donating to For Good charities In 2022, we will amplify our knowledge We contribute to charities, either directly externally and among clients by developing with our hours or indirectly with monetary more guidelines for sustainable work, like our donations. In 2021, Media.Monks donated Sustainable Film global rules of engagement, £87,090 (0.02% of our net revenue) in financial and transform them into default policies. aid. In addition, we also supported charities We will launch the People v Extinction with 1,460 hours of our work. campaign in 2022, to create awareness For Good Projects around biodiversity and the huge numbers of animals disappearing. For Good Projects are projects created with a Some other examples of For Good projects are purpose to deliver a specific positive impact shown on the following pages. and benefit society by contributing to one or a few of the SDGs. We do this with conventional clients where the specific project is focused on one or more SDGs or with purpose-driven enterprises. These clients, of which we S4Capital Annual Report and Accounts 2021 21

Strategic Report ESG: sustainability and corporate responsibility continued Ensuring secure Reduce inequalities within livelihoods for everyone and among countries and eradicating extreme poverty HP: #PowerYourPride 100WEEKS After a period of extended isolation, HP 100WEEKS is an NGO helping women celebrated reconnecting as a community worldwide out of extreme poverty by with a collection of expressive, Pride-themed direct cash donations, empowering them printables designed exclusively by LGBTQ+ to create income-generating activities. artists. Media.Monks selected six prominent 100WEEKS provides 100 weeks of financial LGBTQ+ influencers to drive awareness support (€8/week) as well as financial coaching. by sharing #PowerYourPride printables As its media partner, Media.Monks is building alongside personal stories of empowerment, a new platform and a creative campaign with Pride initiatives and bold calls to action. a shared ambition to raise enough money for Reaching over 1 million impressions during 10,000 women to escape extreme poverty the campaign, influencers encouraged before the end of 2023 and help another 50,000 their audience to go out and build a more people in their direct environment benefit. positive world. #PowerYourPride demonstrates the collective power of self-expression, Achieve gender equality and inspiring younger generations to embrace empower all women and girls individuality — together. Google Mexico: Indigenous Regions support Google x Internet: Stories of Courage Media.Monks launched a social media In partnership with the Women Will initiative, campaign that celebrates the cultural Media.Monks crafted a website to share the contribution and representation of indigenous stories of Internet Saathi: an organisation of identity. It showcased the stories of strength women spreading digital literacy in rural India. and resilience of Afro-Latinas content Launched on International Women’s Day, creators that are redefining racial justice in a Stories of Courage show how these women region where Afro-Latin communities are still are empowering their communities with digital considered foreigners. As a second stage, knowledge to access greater economic Media.Monks produced a series of videos opportunity. Using the women’s own words and where the mixing of Nahuatl and Spanish voices, the audiovisual site illustrates the ripple languages becomes the focal point and shapes effect of their stories as community leaders and the Mexican modern identity. entrepreneurs. We tag-teamed with Google on the concept, copy, design, and development of the site to amplify the women’s voices across the web. Media.Monks is building a new platform and a creative campaign with a shared ambition to raise enough money for 10,000 women to escape extreme poverty 22 S4Capital Annual Report and Accounts 2021

1 Ensuring sustainable Take urgent action to combat consumption and climate change and its impacts production patterns JUST Egg: Pioneers Club The Nature Conservancy: For JUST Egg’s brand launch in South Korea, Ocean Sewage Alliance Media.Monks turned the challenges of The Ocean Sewage Alliance is a collective social distancing into a hyper-personalised advocating for exposure on sewage and experience at the plant-based pop up wastewater pollution. Media.Monks helped restaurant ‘Pioneers Club’ – inviting local the nonprofit’s founders bring their message plant-based pioneers to have a private dinner to both policy makers and the public by in the heart of Seoul’s Yongsan district. creating its branding, website, and awareness Surrounded by greenery that represent the campaign. The campaign centres around growing plant-based movement in Korea, three animated videos that playfully subvert two guests at a time are served personalised expectations of poo and pee, reframing them dishes with the full attention of renowned chefs as valuable resources that can benefit, rather and staff. than damage, our environment. Studio Roosegaarde: GROW Media.Monks partnered with Studio Roosegaarde to produce a film that showcases innovative ideas for sustainable horticulture. Titled GROW, it illuminates how LED lights can be used to speed up growth in plants. Taking place in a Dutch field, the film captures the beauty of agriculture and its sustainable future in an art-meets-science approach. Showcased at the World Economic Forum and on the BBC as part of the project’s awareness campaign, the film reached over 600 million views. Reaching over 1 million impressions during the campaign, influencers encouraged their audience to go out and build a more positive world S4Capital Annual Report and Accounts 2021 23

Strategic Report ESG: sustainability and corporate responsibility continued Diversity, Equity and Inclusion (DE&I) At Media.Monks, we value diversity and we The people (our Monks) who work at Media. do not discriminate against people based on Monks are at the heart of our business. gender, race or ethnic origin, age, religion, Their talents are the fuel of the engine that sexual orientation, pregnancy or maternity, keeps our business going. Our people are gender identity, disability, marriage or civil more likely to feel comfortable and happy in partnership, social background, nationality an environment where inclusivity and equity and political opinion. The table and graph are priority. on page 25 show our diversity numbers and additional workforce data for the whole Media.Monks has four core values to guide organisation in scope (excluding combinations decisions on who we work with, what projects after 1 January 2021, see page 17). Overall, we work on, and how we interact with our gender diversity is relatively balanced, one another: since most Monks perform a professional role. • We assume positive intent – our egos don’t However, we need to improve, especially in the get in the way of our values. tech departments and in leadership where our gender diversity is less balanced. • We act like owners – we lead with respect, In 2021, we measured our diversity data for empathy, and put our people first. the first time based on self-identification. • We are result driven – we push to be better This means that our people had the freedom and improve ourselves. to indicate their gender or not: 13% of our • We solve it together – we foster a team workforce did not self-identify. This means that where everyone belongs. our data is not directly comparable with our For and with our exceptional talent pool we 2020 workforce. We do see a positive trend aim to contribute to SDGs 5, 8 and 10 through on the professional level, whereas the other this pillar. categories reveal a stable or negative trend. We are implementing various initiatives and • SDG 5.5: We are committed to ensure equal partnerships to turn the tide. opportunities for women in managerial Since companies are not allowed to register positions (and in senior and middle someone’s ethnic origin everywhere, for management positions), with a first step in example in the EU, we separated the measuring our current ratios. information of our US Monks and Monks • SDG 8.5: We are committed to ensure equal located elsewhere. The diversity of our US pay for equal value at our premises, with a workforce is demonstrated in the figures on first step in measuring our current earnings page 25. We are working on various initiatives for similar work. that support a better influx of a diverse group • SDG 10.3: We are committed to ensure of talented young people. However, we know discrimination against people from an we are not yet where we want to be: our people underrepresented minority group is not to represent the population diversity within the taking place on our premises by training our city office. people (with a focus on allyship, anti-racism, anti-bias and other initiatives that promote racial and gender equity), creating Employee Resource Groups (ERGs), increasing ethnic and gender diversity at all levels of our company (especially in leadership roles) and increasing our involvement in organisations that promote diversity, equity and inclusion. 24 S4Capital Annual Report and Accounts 2021

1 Our workforce and activities in 2021 Our Media.Monks people Total Women Men Undeclared Total Women Men Undeclared (Monks) 2020 2020 2020 2020 2021 2021 2021 2021 Monks 3,247 45% 55% n/a 5,8741 43% 44% 13% Part-time 4% 3% Full-time 96% 97% Fixed contract 30% 9% Temporary contract 12% 2%2 Turnover as percentage of total Monks at end of 2021 21% 48% 42% 10% Covered by collective bargaining agreement3 0% 15% Monks who participated in a DE&I training 26% 95%4 Notes: 1. As at 31 December 2021. This figure only includes the following offices: MediaMonks, MightyHive, Superhero Cheesecake, BizTech, IMAgency, Firewood, Circus. This figure only includes entities acquired before 2021. 2. All other contracts do not have fixed end dates. 3. We respect the rights of Monks across all businesses to participate in collective bargaining and freedom of association. Our people, without distinction, have the right to join or form trade unions of their own choosing and to bargain collectively in relation to a host of employee-related matters. Employee representatives are not discriminated against and have access to carry out their representative functions in the workplace. 4. Based on actual data and estimates, as not all participants were registered beforehand. Gender diversity 80% at S4Capital 70% 60% 50% 40% 30% 20% 10% 0% Tech Leadership Managemen t Professiona l Intern Women Men Undeclared The people who work at Media.Monks are at the heart of our business. Their talents are the fuel of the engine that keeps our business going S4Capital Annual Report and Accounts 2021 25

Strategic Report ESG: sustainability and corporate responsibility continued US ethnicity 60% diversity at S4Capital 50% 40% 30% 20% 10% 0% Leadership Management Professional Intern Turnover White Asian Hispanic or Latinx Black or African American Native Hawaiian or Other Pacific Islander American Indian or Alaska Native Two or more races Did not wish to answer US overall ethnicity White – 52% We encourage a ‘speak-up’ culture amongst at S4Capital Did not wish to answer – 16% our people and any Monk who raises concerns Asian – 14% about illegal or unethical organisational Hispanic or Latinx – 8% behaviour will be treated with respect, Two or more races – 5% confidentiality and will experience no detriment Black or African American – 4% as a result. Issues concerning possible Native Hawaiian or Other Pacific Islander – 1% wrongdoing in any aspect of the business, American Indian or Alaska Native – 0% including financial and non-financial matters can be raised confidentially and anonymously. We have a common S4Capital whistleblower policy and whistleblowers can report in confidence to the Chair of the Audit and Risk Committee. The whistleblowing policy is overseen by the Audit and Risk Committee, which has the responsibility for investigating any concerns, and ultimately reported to the Board. Any whistleblowing cases will be regularly reported to the Audit and Risk Committee and ultimately, to the Board. Our policies To underline our commitment in this area, we We outlined our Code of Conduct in 2021. embrace, support and enact the core values of The purpose of this policy is to share our the UN Global Compact. principles, policies, and position when it comes Training has become part of everyone’s job and to misconduct and the type of behaviour annual performance review. The coursework we stand for as Media.Monks. The code includes content on unconscious bias, provides information regarding discrimination, allyship, inclusive conversations and other sexual harassment, workplace bullying topics relevant to living our value of inclusivity. and addressing and reporting misconduct Currently, many of our people followed a (anonymously if desired). We have also outlined DE&I training in 2021. This includes special the different responsibilities borne by both leadership training for those in senior positions. managers and employees. 26 S4Capital Annual Report and Accounts 2021

1 We partner with organisations all over the world to create opportunities for those from under-represented groups in the tech and digital industry Our DE&I programmes, activities Mental health and wellbeing and partnerships With working from home still common, In 2021, we initiated our Fellowship we are helping our people stay connected and Programme. This programme aims to increase awareness about mindfulness and empower exceptional students from the benefits of looking after their mental health. traditionally under-represented communities In Latin America, we provide mental health to leave their own mark in shaping the path support through Cuéntame.com. In the US, of technological innovation. Three students Monks can use the app Headspace as part of from historically black colleges and their benefits. In 2021, Media.Monks in Europe universities (HBCUs) formed the first cohort of introduced OpenUp – a platform that allows the programme. participants to work on their mental wellbeing. Media.Monks set up a Women Leadership Via OpenUp, our people can access a fast and Programme for all our ambitious women in our safe check-in to assess their mental health. (predominantly) male industry. In 2021, around The ability to turn off plays an important role 50 women from all over the world participated in both the mental and physical wellbeing of in this six-month training. This interactive our employees. programme is aimed at helping women Outlook progress in their careers, with the goal of more female representation at the top. We are committed to promoting diversity We also partner with other organisations all and inclusion internally but also externally, over the world to create opportunities for with the goal of our people representing the those from under-represented groups in the population diversity within each city office. tech and digital industry. We strengthened our We will continue with our practice of mandatory partnership with TechGrounds – a school for inclusivity training for everyone, as well as IT learning in the Netherlands with a focus on continuing to expand this training within our cultural and gender diversity. In 2021, we hired leadership, as well as launching the second four TechGrounders to join our team. year of our Fellowship and Women Leadership programmes. At Media.Monks, a variety of Employee For more on our sustainability and Resource Groups (ERGs) have been corporate responsibility performance 4 established over the years. S Melanin has and activities, see the ESG section at grown to be the largest ERG in Media.Monks, www.s4capital.com. with over 80 members and expected to grow up to 300 by the end of 2022. This global community creates a safe space where employees of colour can meet each other and talk about a variety of topics, with the aim to help each other thrive both professionally as well as personally and make sure that 4 everyone’s voice is heard. In 2021, S Melanin met with the S4Capital Board and our Executive Chairman, Sir Martin Sorrell, about what progress needs to be made and how we are working toward ensuring that our regional offices are reflective of each local population. S4Capital Annual Report and Accounts 2021 27

Strategic Report Section 172(i) statement Our Directors take into consideration the interests of stakeholders in their decision making, as they are required to do by Section 172 of the Companies Act. This section is our Section 172(i) statement and it includes further information about the Board’s approach to engagement with stakeholders. The Directors consider, both individually and Information provided by management is shared together, that they have acted in the way they with the Board and direct engagement with consider, in good faith, would be most likely stakeholders takes place throughout the year. to promote the success of the Company for Stakeholder considerations are taken into the benefit of its shareowners as a whole account as discussions at meetings of the (having regard to the stakeholders and matters Board and its committees, as well as informally set out in Section 172(i)(a-f) of the Act in in the day-to-day activities of the business. the decisions taken during the year ended On pages 28 to 31 we set out who we consider 31 December 2021). to be our principal stakeholders, including Our mission is to build a purely digital information on our methods of engagement advertising and marketing services business, with them, and the impact of such engagement which disrupts analogue models by embracing on the Company’s decisions and strategies. content, data&digital media and technology The Directors are fully aware of their services in an always-on 24-7 environment, responsibilities to promote the success of the for global, multinational, regional and local Company in accordance with Section 172 of clients and for millennial-driven brands. the Act. Our intention is to behave responsibly The Board recognises that engagement and ensure that management operates the with the Company’s stakeholders is critical business in a responsible manner, operating to the success of the business in realising within the high standards of business conduct this mission. The Directors continue to have and good governance expected of us. regards to the interest of our people and the Engagement with stakeholders Company’s other stakeholders, including the Our stakeholders impact of its activities on the community, the environment and the Company’s reputation Building strong, constructive relationships when making decisions. We recognise that and engaging regularly are key to ensuring we promoting the long-term sustainability and understand what matters to our stakeholders. success of the Company is intertwined with Our broad range of stakeholders, representing creating value for, and engagement with, our different and often competing interests, stakeholders. It is rightfully, therefore, at the bring informative and diverse perspectives core of our business. to our decision making. Incorporating those perspectives into our decision-making is a vital part of the execution of our long-term strategy. Our clients, our people and our shareowners are our key stakeholder groups, along with our communities and our suppliers (including our lenders). 28 S4Capital Annual Report and Accounts 2021

1 Our clients are at the core of our strategic • Our suppliers – a productive and fair thinking. It is in response to their needs that we working relationship through collaboration, seek to deliver ‘speed, quality, value’ (or ‘faster, innovation and shared values. better, cheaper’). We remain acutely focused Our key stakeholders and how we on how their needs continue to develop in the always-on 24/7 digital world we all now inhabit. engage with them It is the talent, passion and hard work of Clients our people that enable us to deliver the • Our mission for S4Capital is driven by most effective and imaginative solutions for engagement with our clients and our mantra our clients. of ‘speed, quality, value’ (or ‘faster, better, We rely on our shareowners and, to a lesser cheaper’). degree, lenders to finance our activities and the • We have combined best-in-class practices continuing expansion of our business. As such, on a single profit-centre basis, promoting engagement with them, creating value for them alignment, an integrated service offering and and shaping our future decisions based on the emphasising transparency to clients. results of our engagement with them is critical How we engage with our clients to the long-term success of the Company. • In today’s 'always-on' environment, we work What are the key interests of our alongside our clients on a day-by-day, hour- stakeholders? by-hour basis, helping them communicate • Our clients – the provision of first-party with their audiences in a continuous loop. data to fuel creative content and digital • We continuously evolve how we media planning and digital content, the communicate and deliver our services based design and development of digital creative on client feedback. content and provision of programmes to • For some clients, we co-locate or embed allow our clients to efficiently plan and our people, which not only facilitates deliver audience-focused campaigns. clear communication, collaboration • Our people – a positive environment in and teamwork, but also leaves a light which our Monks can work, physical and environmental footprint. mental health and wellbeing, investment Engagement outcome: example in personal development and career progression, support for flexible and agile As our financial results show, we continue to working, equal opportunities, inclusion build our existing and new client base, with and diversity, promoting equal pay and significant assignments from some of the honest communications. world’s top companies and at a local level. • Our shareowners – robust financial Our retention and new business rate is strong, accounts, sustainable, long-term growth often boosted by cross-practice pitches in the Company and its share price, sound and referrals. investment and combination decisions and effective communication of strategy. • Our communities – creation of social value, supporting sustainability initiatives and community employment and education. We work alongside our clients on a day-by-day, hour-by-hour basis, helping them communicate with their audiences in a continuous loop S4Capital Annual Report and Accounts 2021 29

Strategic Report Section 172(i) statement continued People • Our culture is one of openness and • Our aim is to grow the world’s brightest transparency, where everyone has a voice talent to create a skilled, diverse workplace, and is free to raise questions and issues producing outstanding work for our clients. of concern. • It is essential that we keep all our Monks • Our Non-Executive Director responsible engaged, motivated and productive to meet for workforce engagement, Rupert Faure our clients’ need for ‘speed, quality, value’. Walker, undertakes engagement sessions • We therefore have to provide sufficient with our people and ensures that feedback opportunities, interesting roles and new received is reported back to the Board challenges to enable our people to spend as whole. fulfilling careers within the business. • Our unitary structure, with a single P&L, How we engage with our people gives our people a sense of common values, shared goals and a collaborative • To attract the brightest new talent to our spirit. This leads to the pooling of skills and business, our practices offer student knowledge and innovative client solutions. outreach programmes, supportive Engagement outcome: examples internships and comprehensive inductions • Employee Resource Groups (ERGs) are for new hires. set up internally by Monks to support and • We help our people develop career path learn from one another, and are actively development plans, and provide mentoring, promoted to advance the understanding training and digital learning, as well as and inclusion of Monks with common life opportunities for international exchanges. experiences. All our people are welcome • To assist with the wellbeing and health of to join any ERGs. At Media.Monks a variety our people, our practices provide wellness of ERGs have been organised over the programmes and support for individuals, years in many of our global offices, such all within a strong culture of mutual respect as WoMMen in Tech, a neurodiversity and and understanding. disability group, and LGBTQ+ ERG, and one 4 • A diverse and inclusive workplace brings a for Monks of colour. The latter, S Melanin, wealth of cross-cultural advantages to our has grown to be the largest ERG at Media. people and our clients. Monks: expected to grow to 300 by the end of 2022. This global community creates a • Although we are one of the most gender- safe space where Monks of colour can meet balanced companies in the industry, we and talk about a variety of topics, with the know there is a general imbalance across aim of not only helping each other thrive the digital world. We are addressing this both professionally and personally but also through proactive female and diversity ensuring that everyone’s voice is heard. engagement programmes, supportive 4 4 internal networks and industry initiatives to • In 2021 S Melanin met with the S Capital change the status quo. board and our Executive Chairman Sir Martin Sorrell about what progress needs to be made and how we are working towards ensuring that our regional offices are reflective of each local population. Our unitary structure, Because of the transparency provided by 4 S Melanin we have made it mandatory for all managers to go through the DE&I training. with a single P&L, gives our 4 S Melanin grew from a private support group to a global force that drives more people a sense of common inclusive practices on the local level and is an inspiring example of how ERGs can make an impact, both in everyday interactions in values, shared goals and the workplace as well as on a policy level. a collaborative spirit 30 S4Capital Annual Report and Accounts 2021

1 • In 2021, we also ran our first year of the We will maintain our focus on investor 4 relations until our shareowners’ trust S Fellowship, an immersive, four-year paid programme aimed at fostering the is restored. next generation of talent by empowering • Engagement with shareowners gives us students from traditionally underrepresented a broad insight into their priorities, which communities. The inaugural class of Fellows influences our own decision making and our — three students hailing from historically strategic direction. black colleges and universities (HBCUs) — joined Media.Monks to work alongside and • We aim to recover all of the value recently learn from highly-skilled mentors. lost for shareowners, in the short term, 4 through our commitment to high ethical • We also ran the first S Women Leadership standards of business conduct, significantly Program, in collaboration with the Haas strengthening our corporate governance School of Business at UC Berkeley in and continuing to act with integrity so California. Several Media.Monks and shareowners can regain confidence in the S4Capital female leaders from all over the way we do business. In the long term, it world participated in a six-month interactive is our goal to create significant value for programme aimed at helping women shareowners by providing an appropriate progress in their careers — with the goal of return through long-term growth. more female representation at the top. How we engage with shareowners Shareowners • The Directors have regular contact with • Our intention is to behave responsibly existing shareowners and potential towards our shareowners and treat them shareowners in S4Capital. Sir Martin Sorrell fairly and equally, so that they may fully (Executive Chairman), Mary Basterfield benefit from the successful execution of (Chief Financial Officer) and Scott Spirit our vision and strategy. It is important (Chief Growth Officer) and, where necessary, that shareowners have confidence in the practice heads and others communicate via Company and how it is managed, given email, calls and face-to-face meetings with their investment in the business. We’ve shareowners, although during 2021, given recently fallen significantly short of this restrictions around covid-19, most meetings goal. Our shareowners expected us to were virtual. report our results in March and they were • After each quarterly results announcement instead released in May 2022. This delay and major transaction, we have held was partly down to covid-19 and related extensive roadshows with investors such lockdowns in the Netherlands, but also as, Rathbones, Fidelity Management & due to issues with the control environment Research, Jupiter Asset Management, and the application of reporting standards Permian Investment Partners, Aegon Asset for revenue recognition in our Content Management, Canaccord Genuity, Columbia practice. Under the leadership of our new Threadneedle, Bestinver, Baron Capital Chief Financial Officer, significant changes and BlackRock. We have also participated to our financial control, risk and governance in broker-arranged virtual roadshows in structure resources are being implemented London, New York, San Francisco, Frankfurt, to try to ensure this doesn’t happen again. Los Angeles and Paris to meet existing and • We rely on our shareowners from time prospective investors as well as some face- to time to finance our activities and the to-face roadshows in London. continuing expansion of our business. • All our investor presentations, reports Their trust in us is key to sustaining and earnings calls are available on the continuous investment and we recognise S4Capital website. that we will have to rebuild that trust; and that will take time. Once the delay • The Directors (including Victor Knaap, to our audit was known we contacted Wesley ter Haar and Christopher S. Martin) all of our shareowners and analysts to and D.J. Edgerton (who leads Tech.Monks) explain what was happening and reassure also regularly attend investor conferences them that we had not announced more and invitations from analysts to speak. information because there was nothing more to announce. S4Capital Annual Report and Accounts 2021 31

Strategic Report Section 172(i) statement continued We contribute to society by actively sharing our talents and digital expertise and offering it to local social initiatives and charity projects • The Directors’ meetings with shareowners Engagement outcome: example serve to keep them informed on the • Media.Monks partnered with Studio business and allow the Company to gain Roosegaarde to produce a film that valuable feedback and advice. illuminates how LED lights can be used to • We value our AGM and general meetings speed up growth in plants. Taking place as an opportunity to meet all shareowners in a Dutch field, the film captures the and thank them for their support, as well as beauty of agriculture and its sustainable hear their feedback and perspectives on the future in an art meets science approach. Company. Should we look to raise additional Showcased at the World Economic Forum equity finance in the future, we will seek to and on the BBC as part of the project’s allow existing shareowners to participate awareness campaign, the film reached over where possible. 600 million views. Engagement outcome: example Suppliers It is when there are problems that the value • We rely on suppliers to help deliver our of your engagement with shareowners really services to clients and maintain our shows. Following the announcement of the productivity, as well as helping to make our delay to publication of our preliminary results supply chain as sustainable and diverse in the afternoon of 30 March 2022, our share as possible. price dropped over 30%. Sir Martin Sorrell, • Strong relationships with suppliers can bring Scott Spirit and Mary Basterfield spoke over innovative approaches and solutions that the next day or so to all of the Company’s create shared value. major shareowners and many smaller shareowners too. How we engage with our suppliers Communities • We aim to have a fair and transparent • We contribute to society by actively relationship with our suppliers and partners sharing our talents and digital expertise through regular dialogue on performance and offering it to local social initiatives and and CSR matters. charity projects. Engagement outcome: example How we engage with our communities Our top 20 suppliers publicly disclose a • Community service in 2021 was mostly CSR/ESG policy. focused on responding to covid-19 needs. In India, when the outbreak reached its ultimate high, Media.Monks became a crisis centre to orchestrate help and support. In other countries we continued our community or voluntary service with local schools, teaching code to young people, participating in drives for food, toys and donations at holiday times. 32 S4Capital Annual Report and Accounts 2021

Principal risks and uncertainties 1 The Board, through the Audit and Risk Committee, has overall responsibility for the risk management and mitigation process. The Board places a particular emphasis on the scope and nature of the relevant risks when determining how the Group should seek to achieve its strategic objectives. The Group’s strategy is to build a purely The Group is a global one, well suited to digital multinational advertising and marketing the challenges of the international age and services business, initially, given its embryonic adaptable to political and cultural changes. origins, by combinations. In the context of Whilst it is headquartered in London, future organic- and business combination- its business is multinational. Google’s driven growth, the Board is prepared to accept announcement that it will be blocking third- a certain level of risk to build a multinational party cookies by 2023 (delayed from 2022) business that is able to compete with presents both a significant opportunity and established competitors and capitalise on the challenge to the Group, given that several of digitally-led disruption of the advertising and our programmatic activities are built on top of marketing services sector. the third-party cookie. Nevertheless, rather The Group’s approach to risk is kept under than resisting changes we will adapt to them review. The Group’s approach to particular and seek to find opportunities within them risks or classes of risk may change over time to evolve and we are working closely with as the Group grows and its market evolves. Google to find solutions. We have seen a major increase in client interest in our data and The Group is run on a unitary, or single profit analytics capabilities as a result. centre, basis. Many of the risks faced by the Risk movement Group as a whole, together with its Content, Data&Digital Media and Technology Services The risks and uncertainties faced by the Group practices are similar. The Group therefore continues to evolve as the Group expands seeks to adopt a consistent approach to and establishes itself in new jurisdictions such risks and to pool expertise in risk which present further challenges and risks. management, as appropriate. Nevertheless, As a result, the Board continuously evaluates the Board considers that it is also appropriate the movement in the risks outlined on the for risk registers to be maintained at the following pages. Group level and also at each of the Group’s Risks trading businesses. Senior management at its Content, The principal risks and uncertainties that the Data&Digital Media and Technology Services Board believes could have a significant adverse practices are responsible for maintaining risk impact on the Group’s business are set out on registers that record the risks that are specific pages 34 to 38. to each business. S4Capital Annual Report and Accounts 2021 33

Strategic Report Principal risks and uncertainties continued Risk Description Management actions Economic environment Adverse developments in the We operate in highly competitive markets, where Given the diversity of our customer base global economy or the local customer behaviour, needs and demands are evolving and the various industries which we serve, economies in the territories due to digitisation, energy efficiency, climate change, it is generally possible to contain the impact where the Group has operations government initiatives and the general economic of these adverse conditions. Each business could impact the level outlook. Failure to react appropriately and rapidly to continually reviews its routes to market, of demand for the Group’s changes in customer behaviour could result in the changes in customer demands and services. erosion of our customer base, leading to reduced expectations and cost base so that it can revenues and associated margins. react appropriately to the impact of the wider economy. Any adverse impact on cash flow could be mitigated in the short term by controls over capital expenditure and other discretionary spend. People and leadership The quality of the services A number of individuals are key to the management, We continue to evolve a clearly defined provided by the Group’s performance and execution of the Group’s overall people strategy based on culture and businesses are fundamentally strategy. The Directors believe that the loss of key engagement, equality and wellbeing, talent derived from the quality of the people could significantly impede the Group’s financial development, training and reward and Group’s people. The Group’s plans, product development, project completion, recognition The Group has established performance could therefore marketing and other plans. training, development, performance be adversely affected if it is not management and reward programmes to able to recruit, train and retain retain, develop and motivate our people. key talent in the Group’s The Group regularly reviews the adequacy businesses and at the and strength of its management teams to Group level. ensure that appropriate experience and training is given such that there is not over reliance on any one individual. Furthermore, the Group has continued to develop succession planning as part of the development programmes for our people. Strategic The Group’s future results of In the short and medium term, the success of the The Board, making appropriate use of operation and financial Group’s strategy will therefore depend on the Group’s expert advisers where necessary, conducts performance are partly ability to identify and merge with suitable targets. strategic planning, due diligence and dependent on the successful There is a risk that the Group will not be able to source integration planning to ensure that potential implementation of the Group’s or complete additional business combinations on business combinations meet the financial strategy. commercially acceptable terms or at all. Material and other criteria set by the Board. The Group’s strategy is to build management time and Group resources may be Management will seek to carry out organic a purely digital multinational allocated to evaluating potential target entities that expansion into new geographies in order advertising and marketing are not ultimately combined with by the Group. to meet the needs of an existing client or services business, initially by Moreover, when the Group completes combinations, clients, thereby reducing uncertainty in the business combinations and there is a risk that the acquired business may not start-up phase of any office. Moreover, the long term through robust perform in line with management expectations, or Group will seek to scale new sales offices organic growth. result in the Group’s assumption of unforeseen in line with increasing client demand. liabilities. As the Group’s strategy is to operate on a unitary basis, there is also a risk that the integration of any combined business does not proceed in accordance with management’s expectations. The implementation of the Group’s strategy is also likely to result in the allocation of Group resources and management time to winning business in new geographies. There is a risk that such new offices fail to perform in line with management expectations. 34 S4Capital Annual Report and Accounts 2021

1 Risk Description Management actions Strategic continued The Group’s strategy If the Group does not grow at the speed Management regularly review the capacity to grow in line envisages that it will proposed in its strategy, or does not with the Group’s strategy and recruit new management continue to grow rapidly. successfully integrate new businesses into team members and employees as required. In addition, The Group may not have the the Group, this may adversely impact on the the Board monitors the infrastructure and governance infrastructure, management Group’s financial position and operations. arrangements to ensure these are fit for purpose as the time and/or governance In addition, failure to successfully integrate Group grows, adapting them as considered necessary. structure to be able to grow new businesses could lead to high The Group does not plan to solely rely on the acquisition at the desired speed and/or employee attrition rates and unnecessary of new businesses for its growth, and management will to fully integrate new combination expenses. seek to carry out organic expansion into new businesses into the Group. geographies or scale existing offices in order to meet the needs of an existing client or clients. The Group has combined Having multiple physical offices usually Integration remains a bonus metric to encourage the with a large number of costs more than single unified spaces and successful integration of combined businesses into the businesses, which are being retaining additional office space in the same Group. In addition, a dedicated post-combination integrated into the Group, jurisdictions, following combinations, could integration team operates to assist in combination and the Group’s strategy have a negative impact on the profitability integration. envisages further of the Group and a negative ESG impact. combinations. The Group’s A lack of integration between teams could performance could be lead to cross selling opportunities or adversely affected if the synergies being missed, impacting on the combined businesses are financial position of the Group. In addition, not successfully integrated if the people from combined businesses are into the Group. not integrated into the Group and trained on the Group’s policies and procedures, they are less likely to be driving for the single P&L and possibly more likely to leave or not comply with the Group’s policies, leading to higher people attrition rates or errors in accounting or legal matters. The Group is dependent Our activities depend in part on services S4Capital has a low appetite for dependency on third on relationships with certain provided by third parties. The Group relies parties in its critical processes. S4Capital strives to third parties with significant upon the good performance of its suppliers minimize outsourcing of activities directly related to its market positions, and subcontractors to meet the obligations core processes or platform to avoid dependency on particularly Google defined under their contracts. Vendors and suppliers. In order to secure supplies of goods and Marketing Platform and supply chain dependencies could negatively services, the contracts signed with third parties include, the rest of the Google impact S4Capital’s operations and security whenever possible, clauses for service, continuity and advertising ecosystem of data, systems, and services. responsibility. and an unnamed Supplier performance is continually monitored and telecommunications assessed so that supplier development programmes can company (subject to a NDA), be launched if performance standards fall below but also Amazon and Meta. expectations. A supplier relation management programme has been developed with a growing number of strategic suppliers. Also business continuity plans are developed by the Group’s different operating entities to ensure the long-term viability of all commercial and operational activities. As part of the Group’s If the Group fails to complete a proposed There is considerable knowledge and expertise within strategy, the Directors combination it may be left with substantial the Group with regard to acquisitions. intend to identify suitable unrecovered transaction costs, which could An experienced acquisition team, together with external combination opportunities. adversely affect subsequent attempts to advisors where appropriate, is involved in all acquisition The Group may not acquire another target business. When a activity and we have a proven track record of successfully identify and substantial business operation is acquired successfully integrating businesses into the wider complete, or, if completed, by the Group there is no certainty that the Group. We perform pre-transaction due diligence and integrate suitable Group will be able to successfully implement closely monitor actual performance to ensure we are combination opportunities in change programmes within a reasonable meeting operational and financial targets. the future. timescale and cost, which may adversely Any divergence from these plans will result in impact the Group’s business and prospects. management action to improve performance and minimise the risk of any impairments. Executive management and the Board receive regular reports on the status of acquisitions and combinations, with a formal review once per year. S4Capital Annual Report and Accounts 2021 35

Strategic Report Principal risks and uncertainties continued Risk Description Management actions Strategic continued The Group conducts due A due diligence investigation could fail The Group makes use of expert advisers diligence as it deems to correctly identify material issues and to conduct due diligence. In addition, warranties reasonably practicable and liabilities in a target business, or an and indemnifications are included in transaction appropriate based on the facts investigation could reveal a material risk documents and/or a W&l insurance is included. and circumstances applicable that the Group considers to be commercially Following each business combination a post to any business combination acceptable. Both scenarios could result in combination integration team consults with the new under consideration. Material the Group subsequently incurring business to implement its standards e.g. for financial, facts or circumstances may substantial losses. legal and tax areas. Finally, the Group integrates not be revealed in the due the newly combined company into its standard diligence and may surface monthly reporting cycle where (financial) risks, once the integration starts. if any are identified. As the Group has been The Group’s control systems and processes The Group has an Audit and Risk Committee and in established through and governance arrangements are still FY2021 appointed its first internal control manager. combinations, and the developing and any failure in these systems The Company is in the process of developing its Company was only listed on and processes or governance arrangements internal control function and securing internal audit the London Stock Exchange in could cause reputational issues and lead to provision from a large accounting firm. As noted in the 2018, the Group’s control loss of investor confidence, which in turn Executive Chairman’s governance statement, it is environment and governance could impact on the Group’s ability to raise currently proposed that the Company adopts the UK arrangements are relatively in external finance or the financial performance Corporate Governance Code in FY2023, thereby their infancy in comparison to of the Group. formalising the Group’s governance expectations. other listed companies, which could negatively impact on the financial position and prospects of the Group. Google, a key customer to us, As with many businesses in the We continue to move with the market and develop recently announced that programmatic space, a number of our long-term solutions to the ‘death of the cookie’. third-party cookies would be Data&Digital Media services that operate on Our efforts fall into three primary categories: blocked in Chrome by 2023. the open web or across apps and devices realignment of digital media and audiences around As a result, in the next were built to some extent on top of the so-called ‘Walled Gardens’, modelled measurement 12 months, third-party cookies third-party cookies and other identifiers. and attribution, and first-party data strategy. will become effectively Examples include programmatic audience Firstly, we are aligning our clients’ digital media and unusable for advertising activation, personalised retargeting, and audience strategy with that of large-scale ‘Walled measurement and many forms multi-touch attribution. These technologies Garden’ platforms such as Amazon, Google and retail of third-party data already would not work without persistent third- media, all of which allow advertisers to leverage challenged by GDPR since May party identifiers and, without changes, parts consumer data (specifically second-party data) at 2018, will cease to exist. of our business would have been scale and in ways that are largely unaffected by threatened. The Group has planned for the the ‘death of the cookie’. abolition of cookies to ameliorate the Secondly, we continue to invest in modeled change. However, further similar measurement and attribution inclusive of ‘top-down’ developments pose a risk to the Group’s econometric methods (e.g. Market Mix Modelling), business. ‘bottoms-up’ machine learning methods, and native platform tools such as Apple’s SKAdNetwork or Google’s Ads Data Hub clean room. The market broadly agrees there is no single ‘silver bullet’ solution to cookieless measurement, and so we believe our diverse and comprehensive approach will position our clients for success and minimal disruption. Thirdly, we are helping marketers build first-party data assets and increase the utility of their first-party data, thus reducing their reliance on third-party data sources. We have invested heavily into practice areas across first-party data strategy and consulting, marketing data infrastructure, data science and cloud-driven solutions. As we continue to collaborate with our clients on these and similar initiatives, we are seeing an ongoing acceleration of demand as clients elevate the priority of ‘post-cookie’ solutions in 2022 and 2023 planning and look to us for education, strategy and solution implementation. 36 S4Capital Annual Report and Accounts 2021

1 Risk Description Management actions Competitive environment The digital media and communication The Group’s competitors include large The Group’s strategy is to build a purely services industry is highly competitive. multinational advertising and marketing digital multinational advertising and The Group’s revenues and/or margins communication companies, regional and marketing services business, initially could be reduced if clients are lost to national marketing services companies by combinations. competitors, competition erodes the and new market participants, such as In order to differentiate itself from Group’s pricing power or the economic consultancy businesses and technology competitors, the Group is focused on purely environment results in lower demand for companies. digital, end-to-end marketing services. advertising and marketing services of It is part of the Group’s strategy to exploit the The Group has combined best-in-class the type which the Group provides. current disruption of the advertising and businesses on a single profit-centre basis, The advertising and marketing services marketing services industry. Nevertheless, promoting alignment, an integrated service industry is subject to significant and there is a risk that future trends in the offering and emphasising transparency to rapid change. advertising and marketing services industry clients. As one of the first such businesses will present challenges to the Group as an in the advertising and marketing sectors, incumbent and corresponding opportunities the Group therefore seeks to capitalise on to disruptive competitors. first-mover advantage and establish durable client relationships that will mitigate against competitive threats in the sector. Any negative impact on the reputation The execution of the Group’s strategy may The Group safeguards reputational risk in of and value associated with any of the fail to maintain the reputation of the Group’s other risk disciplines. In addition, the Group Group’s trading names could have a trading names. Adverse media comment or works with a transparent and stable material adverse effect on its business difficulty in the provision of the Group’s business model with solid ratios. and results of operations. services may damage its reputation. IT and data security The Group is subject to a number of laws The privacy laws to which the Group is The Group has developed guidelines for relating to privacy and data protection subject could, in addition to increasing compliance with data privacy laws in the governing its ability to collect and use compliance costs, result in investigative or territories in which it operates and has personal information. These data enforcement action against the Group, legal structured its service offerings around a protection and privacy-related laws and claims, damage to the Group’s reputation core of compliance with data protection regulations are becoming increasingly and the loss of clients. and privacy laws. The Group ensures that restrictive and complex and may result in To the extent that data protection regulation its people are properly trained on the greater regulatory oversight and and legislation, in the UK, EU or in any other implications of applicable data privacy increased levels of enforcement and territory, restricts or prevents the Group’s legislation. sanctions. clients from using underlying customer data The Group has in place security measures in The European Union’s General Data to tailor and target marketing and an effort to prevent malicious cyber attacks. Protection Regulation (GDPR) and, advertisements, their digital marketing following Brexit, the UK version of GDPR, budget and/or expenditure on the Group’s both provide for fines of up to 4% of services could decrease. global turnover to be levied for breaches. A failure of, or breach in, cybersecurity may cause the Group to lose proprietary information, suffer data corruption, or lose operational capacity. The Group may be vulnerable to hacking, Cyber incidents may cause disruption and The Group has in place security measures identity theft and fraud. impact business operations, potentially and guidelines in an effort to prevent resulting in financial losses, impediments to hacking, identity theft and fraud, including trading, violations of applicable privacy and the loss of intellectual property. other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs. The intellectual property rights of the Employees, sub-contractors or licensors may The Group has developed confidentiality Group are important to its business. take action to enforce intellectual property and proprietary information agreements There is a risk that title to the relevant rights against the Group and/or its respective with our employees and partners. intellectual property rights has not been clients. Should such risks materialise the properly assigned to the Group. There is Group may be subject to litigation or incur a risk that third-party distributors of reputational damage which could have a intellectual property could allege that material adverse effect on the Group. the Group has not complied with the conditions of a licence. S4Capital Annual Report and Accounts 2021 37

Strategic Report Principal risks and uncertainties continued Risk Description Management actions Financial, regulatory, sanctions and taxation The Group has exposure to credit risk The Group’s operating business are generally paid for The Group makes credit checks through the default of a client or other their services in arrears. Accordingly, the Group is and monitors its exposure to counterparty. therefore exposed to the risk that a client or other individual clients and negotiates counterparty is unable to pay all or any of an amount payment terms in light of the due to the Group. credit worthiness of its A relatively small number of clients make up a counterparties. significant percentage of the Group’s debtors. Failure The Group is cash generative and by a client or other counterparty to pay the Group in the Board maintains focus on the accordance with agreed contractual terms may result in Group’s working capital needs. costs and expenses arising in connection with legal action to recover any such debts. If such debts are not paid in full and in a timely manner, the business, revenues, results of operations, financial condition and prospects of the Group could be adversely affected. The Group does and expects to continue Changes in exchange rates between euros and other The operating cash flows provide to generate a significant proportion of its currencies could lead to significant changes in the a natural hedge since payouts to revenue in US dollars and other Group’s reported financial results. There is no assurance suppliers and employees are currencies. There is a risk that any that arrangements made to manage this risk will be included in the same currency. significant movement in foreign sufficient to reduce the material adverse effect foreign Cash balances are monitored on exchange rates between Pound Sterling exchange fluctuations could have on the Group's a daily basis and any surplus is and other currencies in which revenue is business, financial condition, results of operations frequently converted into the generated could have an impact on the and prospects. currency needed. Group's results and financial position. The Group is and will continue to be The Group may operate in a number of markets The Group has a strict anti-bribery subject to strict anti-corruption, where the corruption risk has been identified as high and corruption policy on which it anti-bribery and anti-trust legislation by organisations such as Transparency International. is training all of its people. and enforcement in the countries in Failure to comply or to create a corporate which it operates. environment opposed to corruption or failing to instil business practices that prevent corruption could expose the Group and senior officers to civil and criminal sanctions. The Group may be subject to regulations Changes in local or international tax rules, for example The Group takes external restricting its activities or effecting prompted by the OECD’s Base Erosion and Profit professional advice on its group changes in taxation. Shifting project (a global initiative to improve the fairness structuring, including in relation and integrity of tax systems), changes arising from the to its acquisitions and does not application of existing rules, or new challenges by tax or participate in overly-aggressive competition authorities, for example, the European tax planning strategies. Commission’s State. Aid investigation into the UK tax relating to overseas subsidiaries may expose the Group to significant additional tax liabilities, which would affect the future tax charge. The Group is and will continue to be Failure to comply with these laws could expose the In addition to external subject to the laws of the UK, the US, the Group to civil and criminal penalties including fines professional advice, the Group EU and other jurisdictions that impose and the imposition of economic sanctions against has a transfer pricing policy in sanctions and regulate the supply of the Group. place for both practices. services to certain countries. This could cause reputational damage and withdrawal of banking facilities, which could materially impact the Group’s financial position and prospects, as well as its ability to execute its strategy. The Strategic Report on pages 8 to 38 was approved by the Board of Directors on 14 May 2022 and signed on its behalf by: Sir Martin Sorrell Mary Basterfield Executive Chairman Group Chief Financial Officer 38 S4Capital Annual Report and Accounts 2021

On the horizon Industry outlook 40 A perfect storm 2 By Sir Martin Sorrell 4 S Capital Annual Report and Accounts 2021 3939

Industry outlook A perfect storm By Sir Martin Sorrell We began 2022 optimistically, thinking global GDP growth, at least for 2022, would be 4-5%, on top of 5-6% for 2021, reflecting the bounce-back from the slump in 2020 and driven by the huge, global, co-ordinated covid-19 monetary and fiscal stimulus totalling around $10-15 trillion. In fact, we were moving towards the eye of a rapidly gathering tempest. Since then, the economic consequences of the pandemic on supply chains and employment, rampant inflation, increasing interest rates, the bitter and vicious war in Ukraine and new zero-covid lockdowns in China have conspired to create a perfect storm in which growth forecasts are downgraded and risk in some parts of the world is being elevated. The strong bounce-back previously expected this year will be dampened and over the horizon in 2023, the clouds look even darker. At S4Capital we’ll trim our sails accordingly and won’t be blown off course. But navigation will, as ever, be challenging. 40 S4Capital Annual Report and Accounts 2021

2 Inflation rising, growth in retreat from the Great Resignation or Reshuffle and The IMF, in common with other forecasters, continuing supply chain disruption, especially has cut its projection for global GDP growth in areas such as chips for cars. The war in this year to 3.6% from almost 5% six months Ukraine means risk for Central and Eastern earlier. Behind this move is a sequence of Europe. But with that comes greater willingness events: the necessary withdrawal of stimulus to take risks in other regions – South East by central banks in the wake of covid-19; the Asia, India, Indonesia, Vietnam, Thailand, rise in interest rates to counter a growing surge The Philippines, the Middle East, Africa and of inflation; Vladimir Putin’s decision to attack North and South America. China’s lockdown Ukraine; and the mounting challenge faced by in Shanghai, meanwhile, has highlighted that China’s zero-covid policy. The world now finds country’s covid-19 policy and could further itself in a more precarious place than most exacerbate global supply chain issues. So what people imagined at the end of 2021; Goldman does all this mean? Less robust economic Sachs has estimated a 35% risk of recession growth is important as it’s one of the drivers of in the next two years. Former US Treasury S4Capital’s growth. However, the burgeoning Secretary Larry Summers was prescient in commitment in Europe to increasing defence foreseeing the inflationary effect of pandemic budgets – Germany is a good example – will stimulus and central bankers’ worries have pay dividends for tech companies, especially pivoted from unemployment to rising prices as cyber is now a vital part of military and wages. Spurred by energy prices, inflation capability, as will the increasing demand for in the US this year is tipped by the IMF at digital transformation as global GDP growth 7.7%, its highest level in decades. That is all slows. compounded by labour shortages ensuing World economic outlook growth projections US advertising revenue estimates Global Advanced Emerging markets & Increase in advertising revenue economy economies developing economies 2022E vs 2019 6.8% 6.1% 5.2% 92.5% 4.4% 3.6% 3.6% 3.8% 3.3% 2.4% 11.3% 2021 2022 2023 2021 2022 2023 2021 2022 2023 -9.1% -3.9% Source: IMF, April 2022 -31.0% -32.0% Online TV Radio Outdoor Advertising revenue year-on-year growth Magazines Newspapers 50% 40% 30% 20% 10% 0% -10% -20% -30% 2019 2020 2021 2022E 2023E 2024E 2025E Online TV Radio Outdoor Magazines Newspapers E: Estimate Sources: Company reports, MoffettNathanson estimates and analysis S4Capital Annual Report and Accounts 2021 41

Industry outlook A perfect storm continued Our market $231bn 23.2% Data analytics market - $231bn in 2021, Virtual events market size was $114bn in 2021 forecast to reach $550bn in 2028 (13.2% and is predicted to grow to $505bn in 2028 1 2 CAGR) (CAGR 23.7%) 35% 16.9% 11.2m AR/VR headsets shipped in 2021 with Global marketing technology software market 92% YOY growth. Annual shipments will reach size of $56.5bn with an 8-year projected CAGR 50m in 2026 with 35% CAGR3 of 16.9%4 $6.8trn $1trn Digital transformation: 65% of the world’s GDP The market opportunity for bringing the set to be digitalized by 2022 and direct digital Metaverse to life may be worth over $1 trillion transformation (DX) investments to total $6.8 in annual revenue6 trillion between 2020 and 20235 $113.4bn 62% World’s 25 biggest agency companies had Digital advertising spend takes a 62% share 7 8 combined revenues of $113.4bn in 2020 in 2021, worth $432bn and growing at 29% 27.6% Global ecommerce sales rose 16.8% to 9 $4.92trn in 2021 Sources: 1. Big Data Analytics Report, Fortune Business Insights, 5. IDC FutureScape: Worldwide IT Industry 2021 Predictions Dec 2021 6. The Metaverse, Grayscale Research, Nov 2021 2. GrandView Research, Virtual Events Market Size 2021, 7. AdAge, Mar 2021 8 Jul 2021 8. MoffettNathanson Advertising Spend Model, Mar 2022 3. IDC AR/VR Headset Tracker, Mar 2022 9. eMarketer Global eCommerce Update, Jan 21 4. GrandView Research, Digital Marketing Software Market Size 2021, 8 Jul 2021 42 S4Capital Annual Report and Accounts 2021

2 Digital is in control Industry analyst Michael Nathanson has carried The global economy drives growth in our out an important analysis which shows that markets. The total market we address is worth advertising spend as a proportion of GDP between $2 trillion and $3 trillion: advertising shrank from 2% to 1%, over the last 5-7 years, media is approximately $650 billion; marketing but in the last couple of years it has started to services $550 billion; trade budgets around increase again. He forecasts it will reach 1.75% $700 billion; and digital transformation by 2024-25, and all that growth is going to budgets another $500 billion. Overall, our come from digital. The traditional areas of free- markets probably grew by 15-20% in 2021, to-air TV, network TV, radio, newspapers and but the significant point is that nearly all that magazines will stay flat, or decline, but digital growth was digital. In media advertising, the will continue to grow. As we are digital-only we increase in spending with Google, Meta and will benefit and we are increasing our share of Amazon alone was over $100 billion in 2021. the market. At S4Capital our revenues grew by around 52% in 2021, and it looks as though the digital part of the industry will continue its growth trajectory over the next two or three years. Time spent per 500 day with digital 450 vs traditional media in US 400 Minutes 350 300 250 200 2015 2016 2017 2018 2019 2020 2021E 2022E Digital Traditional E: Estimate Source: Statista.com Growth in our addressable markets % 2019 2020 2021 2022F 2023F 1 Total media spend 5.2% -1.8% 19.8% 9.8% 8.8% Digital media spend2 19.0% 13.0% 29.3% 14.1% 13.8% North American digital spend2 15.9% 12.2% 38.2% 19.2% 20.0% Digital transformation spend3 18.0% 11.0% 14.5% 20.0% 16.7% 4 Cloud growth 28.8% 33.4% 36.1% 34.3% 27.9% MarTech growth5 35.9% 32.6% 37.4% 32.0% 34.0% Holding company growth6 0.4% -8.1% 11.0% 5.4% 3.4% 7 Tech Services growth 27.6% 20.4% 40.3% 35.2% 25.9% S4Capital growth8 44.0% 19.0% 44.0% 25.0% 25.0% F: Forecast Sources: 1. MoffettNathanson 5. Morgan Stanley for Salesforce (Subscription), Adobe 2. MoffettNathanson 6. MoffettNathanson 3. https://www.statista.com/statistics/870924/worldwide-digital- 7. Cowen transformation-market-size/ 4 8. S Capital 4. Morgan Stanley for Google, Azure, AWS S4Capital Annual Report and Accounts 2021 43

Industry outlook A perfect storm continued Our latest three-year plan calls for us to Clients and whoppers double both top and bottom lines over the next I went to a procurement conference recently three years, implying annual growth of 25%. and I was surprised that the tone was notably If anything, the pace of digital transformation cautious, when in fact most clients have had may speed up when the economy slows down, a very good last couple of years. In fact, because in tough times, the change agents clients spent heavily in the fourth quarter, inside companies are given more oxygen. notwithstanding supply chain difficulties and Our third pillar other challenges. When I was on the stage In 2021 we started a new practice area, at Web Summit last year with two senior Technology Services, to sit alongside our marketing executives from Mars and Suntory, existing businesses in digital content; and data, both said they are now using larger numbers analytics and digital media. We combined of agencies and they agreed with our thesis with Zemoga, which started in Colombia and around the importance of agility, and of now has technology specialists located all taking back control. There’s a tremendous across the US, helping companies to digitally propensity to experiment. The old days of transform their business. We’ve already the fixed TV commercial have gone and it’s seen a really encouraging lift in terms of no longer about having the perfect piece of revenues generated from their client base. content. Instead, you develop assets in an Technology services moves us into a new iterative process that we see as being like market where we are competing with firms an election campaign; brands have to get like Globant and Accenture, who are rated elected every day. Our 2020 target – to develop more highly in terms of stock market value. 20 ‘whoppers’ or clients with $20 million of It broadens our reach into client companies: revenue – is on track and last year we added as well as talking to the CMO or the chief sales two more, Meta and HP, to our existing group officer, we’ll now be talking to the CTO and the which includes Google, a major tech company CIO as well. It means we become involved in (with whom we’ve signed an NDA), BMW and systems integration, working with the likes of Mondelez. That’s been achieved primarily Salesforce and Oracle as well as with Adobe. through our ‘land and expand’ strategy rather Now we can talk to clients about what we do than through competitive pitches. We’ve on the sell side, what we do on the marketing identified another 19 that we think have the side and what we do on the IT side and bring potential to become whoppers over the next it all together as one. three years. About 50% of our revenue comes from tech companies, and the reason for that is we work more effectively with the companies that look at the sky rather than those who look at their boots. In what we might call ‘analogue’ Now we can talk to companies, people have tended to be more frightened of change in response to events like clients about what we the pandemic or slowing GDP growth but – ironically – I think they will be more willing to do do on the sell side, what so in future. From cookies to consent we do on the marketing Google’s resolve on third party cookies and Apple’s IDFA decisions have been creating a lot of uncertainty and fog in the digital side and what we do on ecosystem – if there was a VIX index for marketing it would have gone through the roof. the IT side and bring it all It has forced clients to think about alternatives and the implications of what’s happening in a more concerted way. Google has made a very together as one astute decision from a privacy point of view, which is to rein back on the sale of third-party data, (unconsented), and focus on first-party data, (consented). And already some of the big retailers, such as Walmart and Target, are building their own walled gardens. 44 S4Capital Annual Report and Accounts 2021

2 The single brand emphasizes our shared heritage in creative content and data & digital For us, this is a big growth area. In our early companies will look after the back office. days, we looked at several big data companies, What we offer is that in surrendering your brand but we thought they were overpriced, and you become truly part of something bigger. so we concentrated on building our own And you have more space in doing that. If you capability through merging with around half a want to develop social inside the company, or if dozen smaller analytics companies, including you want to expand into the Americas, then you Digodat in Argentina, Datalicious in Korea and can do that. The companies we merge with do Australia, Brightblue in the UK; now we have so for four reasons. They want access to peak our own worldwide network. The challenge talent; and on that score we have 8,400 digital for clients is that they have pools of first-party specialists. They want access to geography; data that still aren’t integrated. Either they’ve so we’ve made it possible for almost anybody grown organically and they’ve had CIOs or to plug into our platform around the world. CMOs developing different systems; or they’ve They want access to capital, which we have, acquired companies with data systems that (albeit not in unlimited supply). And they want don’t talk to one another. Their challenge is to access to clients. Whilst we can’t promise bring all that data together; the opportunity for that they’ll win business we can help to us is to be the system advisor and integrator develop those relationships so they have and help them make sure that the data lakes every opportunity to do so. flow into one another. Shape shifting The one and only As a company our business is currently Our unification strategy to bring all our segmented two-thirds content, and businesses together under the ‘dot monks’ one-third data & analytics and digital brand is now fully implemented. Wes ter media. Technology services will be small Haar took the lead and did a brilliant job in initially, but we’ll try to expand it rapidly. execution. (Others have struggled to bring From a geographical point of view, the split is even two brands together.) And that was approximately 70% The Americas, 20% EMEA because we spent a lot of time on it, working and 10% Asia Pacific. By that measure I’d like with our entrepreneurial leaders and our key to get to a 60/20/20 breakdown. So we need to clients. MediaMonks and MightyHive became do a lot more in technology services and put Media.Monks with a dynamic logo featuring more weight into Asia Pacific. I’d like to double MightyHive’s iconic hexagon. As a branding up, triple up, maybe even quadruple up in device it gives us great flexibility in how we China – and India is also as important. But one can apply it. You can be anything.monks: tech. of our biggest commercial concerns remains: monks, lux.monks, data.monks, even China. how do you viably operate in the world’s monks. It’s a great way of expressing what you second biggest economy, an economy that are doing. The single brand emphasizes our will soon be the biggest? China has changed; shared heritage in creative content and data President Xi is pursuing a different course, a & digital and brings together our 8,400 digital- much more hardline course, just as Presidents first experts under one roof, working as a single Obama, Trump and Biden have done from P&L across 33 countries. Unification is not an the US side, which means the countries are easy thing to do. When the holding companies diverging in a dangerous way. make acquisitions, the trade is: you retain your autonomy and independence, and the holding S4Capital Annual Report and Accounts 2021 45

Industry outlook A perfect storm continued And China’s Millennials are not as pro-Western as they used to be. What this means is that It’s a revolution that the structure must be fashioned to meet these new conditions, and that may mean it has to be has no end in sight more local. After covid-19 Omicron showed that the pandemic is not We’ve also put our first flight of some over completely, but I think it will just push 4 50 candidates through our S Women’s back some of the expectations in terms Leadership program at UC Berkeley. If you look of growth and recovery by a few months. at our diversity it is broadly balanced, but at the Going forward, we are going to adopt a hybrid top levels it’s only one third female. And from model in how we work. We noticed last year an ethnic point of view, we are 40% people of that people were thirsting for more social colour – we do very well on Hispanic and Asian contact. Productivity remained very good American ethnicities, but we are around 6% or when people were working from home, but 7% black, whereas to represent the community the problem started to assert itself and cause in the US it should be 13%. In California we some angst. It was not so much about creative are representative, in New York we are not yet. spark, as simply wanting to see your confreres But we are making progress. or consoeurs and get together with them. We still think we must be very flexible, so the The metaverse and beyond template that we’re using as we renegotiate Technology is fashioning an exciting new world our leases is to take 60% of the space we had in the form of the metaverse. We were heavily before. That implies people will be in the office involved in the Meta Connect conference three days a week; it will be phased, but with where Mark Zuckerberg launched the group’s considerable flexibility. We think it is important strategy and its change of name, and with to come in, because we’ve gone from around the likes of Apple and Microsoft joining in we 2,500 people before the pandemic to 8,400 think the metaverse throws up tremendous now, and many of those people don’t know one opportunities. One key area is ecommerce: another, so it’s important they get the chance a company such as Nike or Adidas will create to do so. People have been isolated, and that’s a virtual store, and through your avatar you will not a good thing. be able try on the shoes, see what you look Doing the right thing like, and order them. The workplace is another area where the metaverse will lend itself to The world in which we operate is increasingly application because of the fact that you can dominated by issues such as environment, be anywhere. Last October S4Capital held its governance, diversity and social responsibility. first Executive Committee meeting in our 360 We’ve said that we will be net zero by 2024 degree boardroom in the metaverse, using VR with the help of carbon offsets and we are technology. We are heavily involved in exploring close to that. We’re making progress on our the potential of other nascent technologies objective to achieve B Corp accreditation. such as Epic Games’ Unreal Engine. We’ve signed both Amazon’s Climate Pledge 4 and the World Economic Forum pledge, S Capital was established with the ambition to among other commitments in the climate and be the leading player in the new era of tech-led, environmental area. In terms of governance, digital-only advertising; it’s a revolution that has we’re having to build out our structures in no end in sight. terms of legal compliance, risk and other disciplines because we’ve gone from zero to a £1.7 billion/$2.1 billion market cap in a short time. On the diversity and inclusion side, we’ve implemented our Fellowship programme. We had our first flight of fellows from the historically black universities like Howard and Morehouse and we are expanding it to black high schools. 46 S4Capital Annual Report and Accounts 2021

Business stewardship Governance Report and financial statements 348 Governance Report 48 Board of Directors 56 Executive Chairman’s governance statement 58 The role of the Board 62 Report of the Audit and Risk Committee 65 Report of the Nomination and Remuneration Committee 71 Remuneration Report 92 Directors’ Report 99 Independent auditors’ report 108 Financial statements 167 Shareowner information 4 S Capital Annual Report and Accounts 2021 47

Governance Report Board of Directors Sir Martin Wesley Sorrell ter Haar Executive Chairman Executive Director Age: 77 Age: 43 Date of appointment to the Board: Date of appointment to the Board: 28 September 2018 4 December 2018 Nationality: British Nationality: Dutch Sir Martin was Founder and CEO of WPP Wesley ter Haar is the founder of MediaMonks. for 33 years, building it from a £1 million Under his ongoing leadership for nearly ‘shell’ company in 1985 into the world’s 20 years, Wesley has sought to wage war largest advertising and marketing services on mediocre digital production, growing company. When Sir Martin left in April 2018, MediaMonks from a humble production house WPP had a market capitalisation of over into an end-to-end creative and production £16 billion, revenues of over £15 billion, profits partner, through aggressive expansion and of approximately £2 billion and over 200,000 many combinations throughout the years. people in 113 countries. Prior to that, Sir Always looking to bring creative triumphs to Martin was Group Financial Director of Saatchi justice, Wesley is the inaugural president of & Saatchi plc for nine years and worked Cannes Lions’ Digital Craft jury and today for James Gulliver, Mark McCormack and serves on the Cannes Titanium Jury, which Glendinning Associates before that. celebrates game-changing creativity. In 2018, Sir Martin supports a number of leading ter Haar earned a coveted spot on the AdAge’s business schools and universities, including 2018 Creativity All-Stars list and was inducted his alma maters, Harvard Business School into the ADCN Hall of Fame in 2018. He is a and Cambridge University and a number of board member of SoDA (The Digital Society). charities, including his family foundation. 48 S4Capital Annual Report and Accounts 2021

3 Victor Pete Knaap Kim Executive Director Executive Director Age: 44 Age: 48 Date of appointment to the Board: Date of appointment to the Board: 4 December 2018 24 December 2018 Nationality: Dutch Nationality: American One of the world’s top 100 digital marketers, Pete is an experienced advertising technology according to The Drum, Victor Knaap joined executive with over a decade of industry Media.Monks in 2003. He has helmed the leadership experience and has served as company’s expansion across continents and CEO of MightyHive since its founding in 2012. areas of expertise ever since. Pete was formerly Head of Business In addition to his business acumen, Victor is a Development for Google’s Media Platforms, sought-after speaker, opinion leader, investor and Director of Product Management at and philanthropist. Next to his leadership at Yahoo!, where he helped pioneer the use of Media.Monks, Victor is part of the charity dynamic creative in marketing. 100WEEKS, NL2025’s mentoring program, and occupies a seat on the advisory board member of IAB NL – the independent trade association for digital advertising and marketing innovation – and is a board member of the UN Global Compact Board in The Netherlands. He is also involved with Dutch Digital Design, the initiative promoting the visibility of the best Dutch digital work. S4Capital Annual Report and Accounts 2021 49

Governance Report Board of Directors continued Christopher Mary S. Martin Basterfield Executive Director Executive Director and Age: 44 Group Chief Financial Officer Date of appointment to the Board: Age: 48 24 December 2018 Date of appointment to the Board: Nationality: American 3 January 2022 Now spearheading the Data&Digital Media Nationality: British practice for S4Capital after co-founding Mary joined S4Capital as Group Chief Financial MightyHive in 2012, Christopher has built a Officer in January 2022. Prior to S4Capital, career leading successful operations and Mary was Group Finance Director at Just Eat client services organisations in technical fields PLC, where she led the finance team through having earned his Bachelor of Science degree the Class 1 combination with Takeaway. in Computer Engineering and MBA from The com. Her experience spans e-commerce, Wharton School. media, strategy and financial management Christopher held multiple leadership positions of businesses undergoing rapid growth and within Yahoo! including the Corporate change. Her previous roles include CFO at Controllership, Advanced Ad Targeting UKTV and CFO for Hotels.com at Expedia Products and latterly Mergers & Acquisitions Group Inc. focusing on the integrations of Dapper, 5to1 Other current appointments: and interclick. • Non-Executive Director, Vice Chair, SID and Audit Chair for the Royal Free London NHS Foundation Trust 50 S4Capital Annual Report and Accounts 2021

3 Scott Elizabeth Spirit Buchanan Executive Director and Non-Executive Director Chief Growth Officer Age: 47 Age: 45 Date of appointment to the Board: Date of appointment to the Board: 12 July 2019 18 July 2019 Nationality: Australian Nationality: British Elizabeth is a proven tech and business leader Scott is focused on clients, mergers and with passion for transformation and a bias for acquisitions and investor relations, and is action. Having spent more than 25 years of based out of the Group’s newly opened experience with major brands including Yahoo!, Singapore office. Scott joined from Artificial Uber and Omnicom, Elizabeth is currently Intelligence company, Eureka AI, where the Chief Commercial Officer at ecommerce he continues to act as a board member technology unicorn, Rokt. and adviser. Elizabeth was one of the founding team of Previously he worked at WPP plc for Rokt in 2012. During a break from Rokt, 15 years, latterly as Chief Strategy and Elizabeth held the role of President of Global Digital Officer. Scott was also a director of Transformation within Omnicom. Elizabeth is Nairobi-listed WPP-Scangroup PLC. a proven entrepreneur having founded (now Prior to his time at WPP he worked at Deloitte named) whiteGREY in Australia in her twenties, and Associated Newspapers. which she built from a startup into the most revered digital full-service agency in the country. Elizabeth successfully exited the business when she sold it to STW Group (now WPP), and it continues to thrive today. Other current appointments: • Board member of NGO Vital Voices Global Voices S4Capital Annual Report and Accounts 2021 51

Governance Report Board of Directors continued Rupert Margaret Faure Walker Ma Connolly Non-Executive Director Non-Executive Director Senior Independent Director Age: 49 Chairman of the Audit and Date of appointment to the Board: Risk Committee 10 December 2019 Nationality: American and Chinese Member of the Nomination Margaret is President & CEO of Asia, Informa and Remuneration Committee Markets, overseeing its businesses in mainland Age: 74 China, Japan, India, Korea, Hong Kong and Date of appointment to the Board: ASEAN, a portfolio of more than 250 brands, 28 September 2018 which include industry-leading exhibitions and digital services across 13 countries. Nationality: British Margaret joined UBM in 2008, before its Rupert qualified as a Chartered Accountant combination with Informa in 2018. with Peat Marwick Mitchell in 1972. He joined In the last 12 years, she has spearheaded Samuel Montagu in 1977 to pursue a career multiple milestones in key market sectors in corporate finance. Over a period of 34 and successfully grown the business years Rupert advised major corporate through organic development and strategic clients on mergers, acquisitions, IPOs and partnerships. Prior to this, she held senior capital raisings, including advising WPP on positions at TNT and Global Sources, and its acquisitions of JWT, Ogilvy & Mather and is the co-founder of the leading online expat Cordiant, together with related funding. He was community ShanghaiExpat.com. Margaret is appointed a director of Samuel Montagu in a member of Common Purpose Dao Xiang 1982 and was Head of Corporate Finance advisory board and received an MBA degree between 1993 and 1998. from Oxford Brookes Business School. He was a Managing Director of HSBC Investment Banking until his retirement in 2011. 52 S4Capital Annual Report and Accounts 2021

3 Naoko Daniel Okumoto Pinto Non-Executive Director Non-Executive Director Age: 55 Age: 55 Date of appointment to the Board: Date of appointment to the Board: 10 December 2019 24 December 2018 Nationality: Japanese Nationality: French and British Naoko is the Managing Partner and Founder Daniel Pinto is the Founder, Chairman and CEO of Niremia Collective, a wellbeing technology of Stanhope Capital, the global investment fund and leads the investment strategy along management and advisory group overseeing with the global community building. She is also approximately US$30 billion of client assets. the CEO of Amber Bridge Partners, an advisory He has considerable experience in asset firm specializing in cross-border business management and merchant banking having development, investment and operations. advised prominent families, entrepreneurs, Prior to founding Niremia Collective, she corporations and governments for over drove US investment and collective impact 25 years. community building for Mistletoe, a social Formerly Senior Banker at UBS Warburg in impact fund founded by Mr. Taizo Son, and London and Paris concentrating on mergers was an Executive Advisor at Z Corporation, a and acquisitions, he was a member of the firm’s blockchain focused fund created by Softbank/ Executive Committee in France. He was also Yahoo Japan. She was also a founding partner Chief Executive of a private equity fund backed at World Innovation Lab (WiL), a Silicon Valley/ by CVC Capital Partners. Daniel founded the Tokyo based venture capital. She was the Vice New City Initiative, a think tank comprised of President of Strategic Partnership Management the leading independent UK and European at Yahoo Inc. where she managed Yahoo’s joint investment management firms. He is the author ventures and grew annual revenues from $16m of Capital Wars (Bloomsbury 2014), a book to $520m. which won the prestigious Prix Turgot (Prix du Other current appointments: Jury) and the HEC/Manpower Foundation prize. • Board member at CoinDesk Japan Other current appointments: and EdCast • Director of Soparexo • Board advisor at Transformative Technology (Holding of Chateau Margaux) (NPO) • Director of the Independent Investment Management Initiative (IIMI) S4Capital Annual Report and Accounts 2021 53

Governance Report Board of Directors continued Sue Peter Prevezer QC Rademaker Non-Executive Director Non-Executive Director Member of the Audit Age: 58 and Risk Committee Date of appointment to the Board: Member of the Nomination 4 December 2018 and Remuneration Committee Nationality: Dutch Age: 63 Peter joined MediaMonks as CFO in September 2015 with over 20 years’ experience as a financial Date of appointment to the Board: officer in the media and entertainment industry. 14 November 2018 Before joining MediaMonks, he was CFO, and Nationality: British later CEO, at CMI Holding BV. Prior to this, he held various CFO positions at prominent Dutch media Sue is a qualified solicitor and barrister at Brick companies including Eyeworks and Talpa. Court Chambers, where she practices as an arbitrator and mediator. She has over 30 years of experience of arguing and managing large complex commercial cases at every level of the UK judicial system and in arbitration. From 2008-2020, Sue was Co-Managing Partner of law firm Quinn Emanuel Urquhart & Sullivan (UK) LLP where her clients included major corporates, funds, investors, trustees, office holders and high net worth individuals, for whom she managed complex, high value, domestic and international litigation. Sue has particular expertise in company, insolvency related, securitisation and restructuring litigation. Other current appointments: • Chair of the Trustees of The Freud Museum • Director at the Hampstead Theatre 54 S4Capital Annual Report and Accounts 2021

3 Paul Miles Roy Young Non-Executive Director Non-Executive Director Chairman of the Nomination and Age: 67 Remuneration Committee Date of appointment to the Board: Member of the Audit and 1 July 2020 Risk Committee Nationality: British Age: 75 Miles joined what was then the ‘advertising’ business from Oxford in 1973, eventually Date of appointment to the Board: moving to Ogilvy & Mather. After a period in the 28 September 2018 Asia-Pacific region, based in Hong Kong, and Nationality: British working especially in China, he moved to New York in 2008 as Chief Executive, then Chairman Paul has over 40 years’ experience in the of Ogilvy & Mather Worldwide. From then until banking, brokerage and asset management 2016 he led a period of strong client growth industries. In 2003, he co-founded NewSmith and creative success. Capital Partners LLP, an independent In 2016, he returned to his Alma Mater of New investment management company, which was College in Oxford, where he is Warden. He is acquired by Man Group in 2015. President of the Oxford Literary Festival and Prior to that, he was Co-President of Global Chair of the Oxford Bach Soloists, amongst Markets and Investment Banking at Merrill other voluntary activities. Lynch & Co and had responsibility for worldwide Investment Banking, Debt and Equity Markets. He was previously CEO of Smith New Court Plc, a leading market making and brokerage firm on the London Stock Exchange. Between 2007 and 2013, Paul served as Chairman of the British Horseracing Authority, responsible for governance and regulation of the sport. S4Capital Annual Report and Accounts 2021 55

Governance Report Executive Chairman’s governance statement On behalf of the Board, I present the Group’s governance statement for the year ended 31 December 2021. By As the Company has a Standard Listing, it is 2021 was another transformational year for Sir Martin not formally required to comply with the UK your Company, with 10 further business Sorrell Corporate Governance Code (July 2018) issued combinations taking place, but recent events by the Financial Reporting Council (‘the Code’). have brought that transformation into focus. The Company has, therefore, not formally Whilst we consider our governance appropriate adopted the Code (or any other corporate for a company of our size and ambition governance code), although the Board does and commensurate with the growth we are keep in mind the provisions and principles of experiencing, the delayed completion of our the Code when making governance decisions. audit for 2021 has highlighted there were As the Group was formed from Dutch and US deficiencies in our internal controls and our headquartered businesses, and has made ability to produce timely information. We must many international business combinations, do and will do better. it was not initially considered appropriate to We had already recognised that more adopt the Code. However, the Directors have investment was required in our finance team. kept the matter under review and it is currently One of Mary Basterfield’s objectives when she proposed that the Company adopt the Code was appointed in January 2022 was to consider in FY2023, and preparations to do so are the structure of the finance team globally and under way. to add to it where required. We had several The Board has a Nomination and Remuneration senior personnel changes in the finance team Committee and an Audit and Risk Committee, of our Content division during 2021 which both comprised of independent Directors. undoubtedly didn’t help the evolution of our The terms of reference of these committees internal controls. We have since appointed a are available on the Company’s website, new CFO for our Content practice and a new www.s4capital.com. Group Financial Controller alongside a number We believe that governance, especially in of other senior hires within the Content practice relation to environmental and social issues, and at Group level. is critical to good business and we are The Board intends to build out the Company’s committed to upholding the ethical standards internal control team and is in the process of to which our people and clients aspire. securing internal audit provision from a large accounting firm. 56 S4Capital Annual Report and Accounts 2021

3 We have recently recruited a new executive to Assuming that all of the Directors are re- lead the further development of our compliance elected at the AGM, our Board will comprise and governance structure and have set a nine men (64%) and five women (36%) and our target for the end of 2022 for any changes to Non-Executive Directors will have an even split be implemented. As the Company continues of four female and four male directors. to expand into new jurisdictions and welcomes Half of the Board (excluding the Chairman) new people and clients, we will strive to should comprise Non-Executive Directors ensure that our governance structures remain determined by the Board to be independent appropriate and effective so as to keep pace in character and judgment and free from with such changes. relationships or circumstances which may Our commitment to achieve high standards impair, or could appear to impair, the Director’s of governance influences the composition judgment. The Board considers Elizabeth of the Board as well as the way it and its Buchanan, Rupert Faure Walker, Margaret committees operate. I have held the role of Ma Connolly, Naoko Okumoto, Sue Prevezer, Executive Chairman of the Company since Paul Roy, Daniel Pinto and Miles Young to be 28 September 2018 and during the year independent for these purposes. there were six other executives on the Board, We are grateful, once again, for the support we ensuring that there was a substantial and have received from shareowners during 2021. robust challenge to my voice. Pete Kim and Peter Rademaker have both decided not to A key part of the Board’s commitment to high seek re-election at the AGM. I would like to standards of governance is active dialogue thank them for their historic contributions to with shareowners. We will be holding our the development of MightyHive Inc. and Media. AGM on 16 June 2022 both in London and Monks. Following the AGM, we are proposing electronically. We continue to welcome that our Board will be comprised of our existing dialogue and engagement with shareowners eight independent Non-Executive Directors, a outside of our general meetings but look new independent Non-Executive Director who forward to seeing many of you again on will chair our Audit and Risk Committee, myself 16 June. and the five other Executive Directors. We hope to announce the new Non-Executive Director in short order. Together, that will provide a team who bring vast and differing experiences of the corporate world, knowhow and reputations as sage advisers. Our Board, which is designed, and willing, to challenge me, will help ensure Sir Martin Sorrell that, even though S4Capital is my creation, Executive Chairman it will continue to be crafted for the benefit of shareowners. The Board has discussed the 14 May 2022 scope of my role and remains satisfied that it is appropriate for me to continue to act in a combined capacity as the Executive Chairman. We were delighted to welcome Mary Basterfield to the Board in January 2022. Mary has had over 20 years of extensive financial experience at Sony Music, Warner Music, Dentsu Aegis, Expedia, UKTV and, most recently, Just Eat. We will continue to review the effectiveness of the Board and that of its committees on an annual basis to ensure that it continues to have the appropriate level of global experience and diversity. S4Capital Annual Report and Accounts 2021 57

Governance Report The role of the Board The strategy of the Group is set and the Board composition management of the Company is controlled As at the date of this report, the Board by an experienced and effective Board. comprises seven Executive Directors and nine While the management teams of the Group’s Non-Executive Directors. Biographical details operating businesses have an important role of each of the Directors, their dates of in running the Group’s day-to-day activities, appointment and committee memberships are a number of matters are formally reserved for set out on pages 48 to 55. the determination of the Board. These include setting strategy, evaluating corporate actions, As referred to in the Executive Chairman’s incurring further debt and approving budgets governance statement, the roles of Chairman and financial statements. Media.Monks and and Chief Executive of the Company are Data.Monks are represented by multiple carried out on a combined basis by Sir Martin executives at the Board level, contributing Sorrell. The Board has considered Sir Martin’s to the Group’s strategy of operating on a role as Executive Chairman in the context of unitary basis. the Board’s commitment to achieving high There were four scheduled meetings of the standards of corporate governance. Board in the year to 31 December 2021 Sir Martin has been a leading figure in the and 13 ad hoc meetings called to approve communication services industry for over combinations and other corporate activity 40 years and the Board continues to be we have undertaken. Attendance at these of the view that his expertise, knowledge meetings is summarised on page 60. and global network of relationships are an Our scheduled Board meetings consider unparalleled advantage to the Group, the business and financial performance, updates formulation and execution of its strategy and on key initiatives, strategy, reports from its day-to-day operations. In light of this, the committees of the Board and shareowner Board believes that combining the roles of communications and feedback. Chairman and Chief Executive is in the best The Board also receives regular updates on interests of your Company, shareowners and the performance of the Group’s businesses, other stakeholders. operational matters and legal updates from The Board believes that it can only continue the Executive Chairman and the Executive to be effective with robust challenge and Directors. All Board members have full access thoughtful advice being provided both at to the Group’s advisers for seeking professional formal Board meetings and through informal advice at the Group’s expense. The Group’s interactions between Directors. Given the vast wider organisational structure has clear lines and differing experience and expertise of the of responsibility. Operating and financial Directors, the Board remains of the view that responsibility for all subsidiary companies rests the combination of the roles of Chairman and with the Board. Chief Executive has not affected the promotion of a culture of openness and debate and constructive relations between and among the Executive and Non-Executive members of the Board. To date there has not been an evaluation of each of the Directors, the committees and the Board as a whole, but it is intended that an evaluation will take place during 2022, with the outcomes being included in the next Annual Report. 58 S4Capital Annual Report and Accounts 2021

3 Committees of the Board Nomination and Remuneration The Board has two committees: an Audit Committee and Risk Committee and a Nomination The Nomination and Remuneration Committee and Remuneration Committee. If the need assists the Board of the Company in should arise, the Board may set up additional determining the composition and makeup of committees as appropriate. the Board of the Company and recommends Audit and Risk Committee what policy the Company should adopt on executive remuneration, determines the levels The Audit and Risk Committee’s role is to assist of remuneration for each of the Executive the Board of the Company with the discharge Directors of the Company and recommends of its responsibilities in relation to external and monitors the remuneration of members audits and controls, including reviewing of senior management. It is also responsible the Group’s annual financial statements, for periodically reviewing the structure of the considering the scope of the annual audit and Company’s Board and identifying potential the extent of the non-audit work undertaken by candidates to be appointed as Directors, external auditors, advising on the appointment as the need may arise and for producing an of external auditors and reviewing the annual Remuneration Report to be approved effectiveness of the internal control systems by the members of the Company at the Annual in place within the Group. This led to the General Meeting. appointment of an internal control manager in April 2021. The Nomination and Remuneration Committee also determines succession plans for the The Audit and Risk Committee seeks to meet Executive Chairman. The Nomination and no fewer than three times a year. The Audit Remuneration Committee meets when and Risk Committee is chaired by Rupert appropriate and not fewer than twice a year. Faure Walker and its other members are Sue The Nomination and Remuneration Committee Prevezer and Paul Roy. Sir Martin Sorrell and is chaired by Paul Roy and its other members Mary Basterfield may be invited to attend are Rupert Faure Walker and Sue Prevezer. meetings of the Audit and Risk Committee, but Sir Martin Sorrell has observer rights and are not entitled to count in the quorum of such may be invited to attend meetings of the meetings or vote on business. Nomination and Remuneration Committee, but The Audit and Risk Committee met frequently is not entitled to count in the quorum of such in the period prior to publication of this meetings or vote on business. Annual Report to fully understand the issues The report of the Nomination and identified by management and PwC during the Remuneration Committee is set out on pages audit process. 65 to 91. The report of the Audit and Risk Committee is set out on pages 62 to 64. S4Capital Annual Report and Accounts 2021 59

Governance Report The role of the Board continued Scheduled Board and committee membership and attendance in the year to 31 December 2021 Nomination and Audit and Risk Remuneration Full Board Committee Committee Total number of scheduled meetings 4 5 6 Sir Martin Sorrell 4 – – Rupert Faure Walker 4 5 6 Sue Prevezer 4 5 6 Victor Knaap 4 – – Wesley ter Haar 4 – – Peter Rademaker 4 – – Pete Kim 4 – – Christopher S. Martin 4 – – Daniel Pinto 4 – – Paul Roy 4 5 6 Scott Spirit 4 – – Elizabeth Buchanan 4 – – Naoko Okumoto 4 – – Margaret Ma Connolly 4 – – Miles Young 3 – – 60 S4Capital Annual Report and Accounts 2021

3 Controlling shareowner In order to ensure that Sir Martin’s exercise As the founder of the Group, Sir Martin Sorrell of the rights attaching to the B Shares do not has been issued with a B Share which provides prejudice the Company’s ability to comply with him with enhanced control rights. As the owner the Listing Rules, Sir Martin and the Company of the B Share, Sir Martin has the right to: have entered into a relationship agreement. Pursuant to this relationship agreement, • appoint one Director of the Company from Sir Martin has undertaken to ensure that: time to time and remove or replace such • transactions and arrangements with Sir Director from time to time; Martin (and/or any of his associates) will be • ensure no executives within the Group are conducted at arm’s length and on normal appointed or removed without his consent; commercial terms; • ensure no shareowner resolutions are • neither Sir Martin nor any of his associates proposed (save as required by law) or will take any action that would have the passed without his consent; and effect of preventing the Company from • save as required by law, ensure no complying with its obligations under the acquisition or disposal by the Company or Listing Rules; and any of its subsidiaries of an asset with a • neither Sir Martin nor any of his associates market or book value in excess of £100,000 will propose or procure the proposal of a (or such higher amount as Sir Martin may shareowner resolution, which is intended or agree) may occur without his consent. appears to be intended to circumvent the The B Share will lose the B Share Rights if it is proper application of the Listing Rules. transferred by Sir Martin and also: The Group has policies in place to ensure (i) in any event after 14 years from that the rights attaching to the B Share are 28 September 2018 (being the date on which not infringed. the B Share was issued), or, if earlier, the date on which Sir Martin retires or dies; or (ii) if Sir Martin sells any of the Ordinary Shares that he acquired on 28 September 2018 (other than in order to pay tax arising in connection with his holding of such shares). S4Capital Annual Report and Accounts 2021 61

Governance Report Report of the Audit and Risk Committee The Audit and Risk Committee has an important role in ensuring the integrity of the Group’s financial report, monitoring the adequacy of the Group’s risk management and internal controls and overseeing the performance of the external auditors. By Rupert The audit has been a challenge this year The Company has made a number of senior Faure Walker and highlighted weaknesses in our internal blue chip hires who began joining in February, processes and teams. The early part of the across the Company and Content teams. audit process was delayed due to covid-19 They include a new Group Financial Controller, restrictions and resourcing in the Netherlands a new CFO for the Content practice, a new but it subsequently became clear that there Global Finance Transformation lead, a new were issues within the Content practice Group Treasurer and a new Global Compliance which were the root cause of the later lead. That new senior management team will delays. The issues which were identified be making further hires to strengthen their include control weaknesses, inadequate respective teams in due course. Mary is also documentation and a lack of understanding in improving our control environment – and in the application of the accounting standards, light of what has happened this work will particularly IFRS15, relating to revenue and focus particularly on processes and controls cost of sales recognition – issues which were around revenue recognition, IFRS15, and cost isolated to the legacy MediaMonks business. of sales recognition. We will be monitoring that Our new CFO, Mary Basterfield, was already work closely and taking note of all of PwC’s working to strengthen the finance team to recommendations to us as a committee. support the scale and continued growth of the We will also be strengthening this committee business, but these issues have accelerated with a new non-executive chair. the requirement for that and identified further I have been the Chairman of the Audit and Risk resources which are being put in place. We are Committee since re-admission of the Company satisfied that the new structure for the Group to the official list upon the reverse takeover of team which Mary is implementing will improve the S4Capital Group. The other members of the control function. She has increased the the Committee are Sue Prevezer and Paul Roy. number of her direct reports to cover FP&A, To promote interaction and information flow Financial Control and Reporting, Treasury, between the Audit and Risk Committee and Finance Transformation and Tax. the Board, the Executive Chairman and the Chief Financial Officer may be invited to attend meetings of the Committee as observers, but are not entitled to count in the quorum of such meetings or vote on business. 62 S4Capital Annual Report and Accounts 2021

3 A company such as ours should have an We continue each year to complete further Audit and Risk Committee comprising at combinations. Integration of the Group’s least three independent non-executive operating businesses with newly combined directors who are independent in character entities is therefore part of the day-to-day and judgment and free from any relationship work of the financial and operational teams. or circumstance which may, would be likely The Group has a dedicated post-combination to, or could appear to, impair their judgment, integration team focused on the task, but and all members of the Committee should integration relies on the cooperation of a large be independent. The Board considers all number of our people. Integration remains members of the Committee to be independent a key strategic goal and during the year our for these purposes. The Board is satisfied that executive team had a specific incentive to the Committee as a whole has competence encourage physical integration of our people. relevant to the sector in which the Company The Board, senior management and this operates. As detailed in my biography on Committee continue to focus on improving page 52, I have recent and relevant financial the Group’s risk identification processes, experience, and competence in accounting. financial reporting timetables and processes Attendance at Audit and Risk Committee and compliance. meetings is set out on page 60. The Board is ultimately responsible for As reported previously, we appointed establishing and maintaining the Group’s PricewaterhouseCoopers LLP (PwC) as our internal controls. The Audit and Risk auditors as we felt it was more appropriate for Committee’s role is to review this system and a company with our size and ambition to have its effectiveness through reports received from auditors with a truly global reach. The period management and the external auditor. under review is the fourth period audited Risks are reviewed formally semi-annually at by PwC. Mark Jordan has been our audit the level of both the operating businesses and engagement partner since the appointment the Company and presented to the Board and of PwC in January 2019. the Committee as appropriate (see pages 33 Internal control and risk to 38). To the extent that significant new risks arise, or existing risks require new mitigation management strategies or procedures, these are raised and We continue to monitor and assess the discussed at Board meetings. The general effectiveness of the Board’s systems and counsel, head of tax and internal control controls to ensure that we have robust manager are also involved in the assessment procedures in place. Our assessment takes of risks, which strengthens the processes into account the following key areas:the in place. overall reporting environment, including Board Consolidated management accounts are composition, the Committee’s constitution and prepared monthly and presented at Board the Group’s finance function; meetings, providing relevant, reliable • the preparation and assessment of budgets and current information to management. and the management reporting framework of Annual plans and forecasts are used to monitor the Group; the development of the Group’s businesses • significant transaction complexity, potential and to measure progress towards objectives. financial exposures and risks; Budget approval is a matter reserved for the Board. • the Group’s financial accounting and reporting procedures, and audit arrangements; and • information systems. S4Capital Annual Report and Accounts 2021 63

Governance Report Report of the Audit and Risk Committee continued The Group has a formal whistleblowing External audit procedure in place. Whistleblowers can report The Audit and Risk Committee has in confidence to the Chair of the Audit and responsibility for monitoring the performance, Risk Committee, who has responsibility for objectivity and independence of the Group’s investigating any concerns. The Board and the auditor, PwC. The Committee has assessed the Committee are made aware of any concerns at effectiveness of PwC as external auditor in the Board or Committee meetings as appropriate forthcoming year against the following criteria: and informed as to the resolution or other status of complaints. • the external audit plan, including the key Internal audit audit risk areas, materiality and significant judgment areas; The Group did not have a separate internal • the terms of the audit engagement letter and audit function for the whole of the period under the associated level of audit fees; and review. During 2021, following the organic • the independence of the external auditors growth and additional combinations, it was in the context of the non-audit services decided that an internal audit function would provided, of which there were none with the be appropriate. exception of the half year review. For the majority of 2021, an internal control Taking into account the above factors, manager has been in place working on internal the Committee has concluded that the controls and risk management in the business. appointment of PwC as auditors for the The Committee has concluded that an internal forthcoming year continues to be in the best audit function should continue to be developed interests of the Company and its shareowners. with a focus on expanding the Group’s existing The resolution to appoint PwC will propose that risk matrix and improved monitoring of it holds office until the conclusion of the next those risks. Annual General Meeting at which accounts We are in the process of securing this internal are laid before the Company, at a level of audit provision from a large accounting firm, remuneration to be determined by the Audit and, in addition, we have recommended to the and Risk Committee. Board, and it has agreed, that the Company’s internal control team should be built out. Rupert Faure Walker Chair, Audit and Risk Committee 14 May 2022 64 S4Capital Annual Report and Accounts 2021

Report of the Nomination 3 and Remuneration Committee On behalf of the Board, I am pleased to present the Nomination and Remuneration Committee report for the year ended 31 December 2021. By Paul Roy I have chaired the Committee since it was end there was a change of CFO, with Mary established in 2018. The other members of Basterfield joining the Board. the Committee are Rupert Faure Walker and During the financial year, the Nomination and Sue Prevezer. All three of us are considered Remuneration Committee led the process to by the Board to be independent Non- appoint the new CFO, including the preparation Executive Directors. of a full role description. The Committee Composition of the Board reviewed the potential candidates for the role In carrying out its nomination function, the and prepared a shortlist to be interviewed Committee assists the Board in determining the by members of the Board, following which composition and makeup of the Board, having Mary Basterfield was chosen as the regard to the skills, knowledge and experience successful candidate. required and also to the benefits of all forms Looking ahead, during 2022 the Committee will of diversity. continue to consider the overall composition Details of the Company’s diversity, equity and structure of the Board in the context of and inclusion policy, and the diversity of our evolving expectations around Board diversity workforce as a whole, are set out in the ESG and effectiveness. External assistance has section of the Strategic Report. In addition, been sought to identify suitable candidates to page 25 sets out details of the gender balance be appointed as the new Chair of the Audit and of our leadership team which includes Risk Committee. With the exception of the new the Board. Chair, we do not currently propose to replace Pete Kim and Peter Rademaker, who have both The Committee periodically reviews the decided not to seek re-election at the AGM. structure of the Board and identifies potential Directors’ Remuneration Policy candidates to be appointed as Directors, as the need may arise, having regard to the Board’s The Committee is responsible for determining policy on diversity and inclusion and the the Directors’ Remuneration Policy. This gender balance of those in senior management. provides the overall framework for payments It is also responsible for determining future to the Directors. No payment can be made succession plans for the Executive Chairman. to a Director which is inconsistent with There were no changes to the Board during the Policy. 2021 although shortly after the financial year S4Capital Annual Report and Accounts 2021 65

Governance Report Report of the Nomination and Remuneration Committee continued The Policy was last approved by shareowners The changes we have made to the Policy are at the AGM in 2019 and, in accordance with set out on page 71. In short, we have clarified the relevant regulations, shareowner approval some of the ways in which the Policy will is therefore required for a new Policy at this operate and formalised matters such as the year’s AGM. During 2021, the Committee requirement for Executive Directors to build undertook an extensive review of the Policy a minimum shareholding during their tenure. to determine what, if any, changes were We have also brought the Policy into line with required to ensure its ongoing suitability for good practice by introducing post-employment the Company. We considered the growth of shareholding requirements and aligning the the business since 2019, the opportunities for pension provision of Directors with the wider the coming years, common market practice workforce. The Policy table also includes the and the views of major investors and relevant equity plan we have introduced under which representative bodies. share awards have been made to the new CFO, Our overall conclusion was that the Policy has as explained further below. to date provided an appropriate framework The Committee believes that the new Policy for rewarding the Executive Directors, and provides an appropriate framework for there is no pressing need to make material Directors’ remuneration over the next three- changes. As a result, the Policy presented for year period. shareowner approval at the forthcoming AGM How we intend to apply the is similar to that approved in 2019, although we have made a number of minor amendments Remuneration Policy in 2022 to ensure we retain an appropriate level of The Committee has reviewed the basic salaries flexibility while bringing some elements further of the Executive Directors and has agreed into line with market practice. to increase the salary of Sir Martin Sorrell, Equity ownership is an integral part of the the Executive Chairman, from £100,000 to Policy. Cash remuneration is kept at relatively £250,000 with effect from 1 January 2022. modest levels, with salaries for the Executive Although this is a significant increase, the new Directors deliberately pitched at lower-than- salary remains well below the market rate for market positioning and supplemented with CEOs of companies of a comparable size to a limited cash bonus opportunity (which is S4Capital. The new salary is considered to be not being increased). The high level of share a fairer reflection of the contribution that Sir ownership among the Executive Directors Martin makes to S4Capital’s success, reflects has meant that operating mandatory bonus the growth of the business since its inception, deferral into equity or a conventional long- and is more consistent with the salaries paid term incentive plan for all Directors has not to the other Executive Directors. For the other been considered necessary. The Policy does, Executive Directors there are no increases however, include the Incentive Share scheme, for 2022. in which two of the Executive Directors The new Policy provides for the pension participate. This scheme is central to the provision for Directors to align with success of the Company, and represents a key wider workforce contribution rates. way in which reward is linked to the growth of After 31 December 2022, the contribution the business. After the first vesting period for rate for Sir Martin Sorrell and for Scott Spirit the scheme, there is a ‘reset’ mechanism which will be reduced from 30% and 10% of basic results in participants having an entitlement to salary respectively to 4% of basic salary, receive further returns over a second period. which is aligned with the contribution rate for The operation of this scheme is explained the majority of UK employees. This means further on pages 85 and 86. that for all Executive Directors, the rate will be aligned with the wider workforce or to the legal requirements in place in their country of appointment. 66 S4Capital Annual Report and Accounts 2021

3 The annual bonus scheme will operate in a The Committee believes that the bonus similar fashion as for previous years. 70% of achieved was a fair reflection of overall Group the total bonus will depend on the achievement performance over 2021. However, both the of financial targets linked to gross profit Committee and the Executive Directors were growth and EBITDA margin. The remaining disappointed that the EBITDA margin target 30% will be linked to non-financial objectives was not achieved and, also acknowledging based on ESG performance, diversity, equity the delay in publication of the results, have and inclusion and the further development of agreed for 2021 that no bonus should be paid. an integrated company. The Committee has Full details of the bonus targets for the year and discretion to adjust the formulaic outcome of the key achievements are set out on page 82. the annual bonus. In determining whether to With the exception of the initial award agreed exercise discretion, consideration will be given for Mary Basterfield, explained below, no to the underlying performance of the business new equity incentives were awarded to the and, following the delay in publication of our Executive Directors in respect of 2021. results for 2021, satisfactory implementation of appropriate financial and risk management The Committee believes that the Remuneration controls and processes. Full disclosure of the Policy operated as intended during 2021. specific bonus targets will be provided in next Remuneration for the new CFO year’s Directors’ Remuneration Report. Other than the awards that have been Mary Basterfield joined S4Capital in December agreed for the new CFO, Mary Basterfield, as 2021 and was appointed as an Executive explained below, we do not have any current Director and as CFO with effect from 3 January intention to grant new equity awards to the 2022. Her remuneration package is in line with Executive Directors during 2022. the Directors’ Remuneration Policy. The Board (excluding the Non-Executive Her basic salary is £370,000, which is higher Directors) is responsible for determining Non- than the salaries of the other Executive Executive Director fees. No changes to NED Directors but below-market for CFOs of fee levels are proposed for 2022. companies of a similar size and complexity to S4Capital. It also reflects the fact that, Operation of the Remuneration unlike the other Executive Directors, in Policy in 2021 joining the Company Mary did not receive a large number of S4Capital shares as part- As explained elsewhere in this Annual Report, consideration for the sale of a business. 2021 was a successful year for S4Capital, Mary receives a pension contribution at as the business took great strides on its a level of 4% of salary, which is aligned growth journey. to the contribution rate for the majority of The formulaic bonus outcome for the UK employees. She has an annual bonus Executive Directors is 57.5% of the maximum opportunity of 100% of basic salary, available. In terms of financial performance, dependent on the achievement of the same which accounted for 70% of the overall bonus, performance conditions as apply to the other the gross profit target was achieved in full due Executive Directors. to the very strong level of gross profit growth reported for the year. The separate EBITDA margin target was not met. Non-financial performance – which accounted for the remaining 30% of the bonus – was impressive, with the Company continuing the integration of the various businesses which make up S4Capital while also reporting strong ESG credentials. S4Capital Annual Report and Accounts 2021 67

Governance Report Report of the Nomination and Remuneration Committee continued Long-term equity incentives were agreed for The incentive has been structured in this Mary as she was the first senior executive fashion to ensure that Mary has a significant to have been appointed rather than join the share interest in the business, aligning her Company through a combination and with to the other Executive Directors and to a significant pre-existing share ownership. shareowners more generally, while all the The first part of the award was issued when time being subject to the achievement of Mary joined the Company in December 2021. challenging performance conditions. The use Mary was granted a nil-cost option over shares of an overall four year performance period for with a market value at grant equivalent to most of the award structured as successive £500,000. These shares vest after two years, one-year periods rather than the standard subject to continued employment and the three-year period recognises that, as S4Capital satisfaction of specific performance conditions continues to grow and evolve, each one of the linked to her role and personal performance. next four years is critical. This approach is also This equity award acknowledges the below- designed to be competitive in the context of market nature of her overall package and lack the international markets in which S4Capital of pre-existing shareholdings, and gives her a operates, where performance and vesting material upfront interest in S4Capital equity, periods can be shorter than the UK norm. aligned to shareowner interests and longer- The specific performance targets for all of term performance. the above awards are currently considered Mary will also receive four separate grants commercially confidential and will be disclosed made over the first four years of her at the time of vesting. All of the incentives are employment with S4Capital from 2022 to 2025. subject to malus and clawback provisions. Each award has an annual grant face value of The equity awards to Mary were granted under £500,000 (approximately 135% of her 2022 the Employee Share Ownership Plan, using the basic salary). Each annual grant will be divided flexibility available to the Committee under the into two parts, one as a nil-cost option and the Directors’ Remuneration Policy to introduce other as a market-priced option. The use of new long-term incentives for Executive market-priced options for half of each year’s Directors. The Committee has the ability under grant ensures a focus on share price growth. this element of the Policy to set performance Each grant will be subject to performance targets as it deems appropriate. conditions linked to gross profit growth and EBITDA margin which must be met over the Peter Rademaker stepped down as CFO year of grant. Each grant will be capable of following Mary’s appointment to the Board on vesting to the extent that the performance 3 January 2022. He received no payments for conditions are achieved, although no part of loss of office but remained employed by the the award will actually vest before 2026, i.e. Company until 31 January 2022, during which four years after the first grant date. There is no time he received his salary and other benefits. formal post-vesting holding period but Mary Peter will step down from his role as a will be required to build a shareholding up to a Non-Executive Director with effect from the minimum of 200% of basic salary, as specified end of this year’s AGM. in the Remuneration Policy. Pete Kim has also asked to step down from the Board with effect from the end of this year’s AGM but he will remain as Chief Executive Officer of Data.Monks. 68 S4Capital Annual Report and Accounts 2021

3 UK Corporate Governance Code • Predictability: Rewards available to S4Capital has a Standard Listing and as such Executive Directors under their fixed is not formally required to comply with the remuneration arrangements and the annual UK Corporate Governance Code or explain bonus scheme are limited in scope and its reasons for non-compliance. However, the reasonably predictable in value (subject Committee believes that the approach taken to the satisfaction of bonus performance to executive remuneration is consistent with conditions). The incentives awarded to the the Code’s principles, in that remuneration new CFO will vary in value depending on the supports the strategic goals of the business achievement of the performance conditions and promotes long-term sustainable success. and the share price as at the date of vesting. This is particularly relevant in the case of the The ultimate value of the Incentive Share Incentive Share scheme, which has a five-year scheme is hard to predict exactly, but it will vesting period and where the ultimate rewards correlate with growth in shareowner value. will reflect the success of S4Capital’s strategy • Proportionality: The annual bonus scheme, over the long-term. the Incentive Share scheme and the equity The Remuneration Policy and its awards to the new CFO tie individual reward implementation are consistent with the factors closely to the performance of the business. set out in Provision 40 of the Code: The targets for the bonus scheme and the CFO’s awards are linked to core financial • Clarity: Remuneration arrangements for the priorities and key non-financial objectives. Executive Directors are set out transparently The Incentive Share scheme rewards in this report, allowing shareowners to the generation of value for shareowners. understand the nature of the specific As such, payouts under these schemes will incentive schemes and payments under be reflective of the success or otherwise of those schemes. the strategic direction which has been set • Simplicity: The structure of the for the Group. Remuneration Policy for the Executive • Alignment to culture: S4Capital is Directors is simple and straightforward. continuing to build a new era, new media At present, the only incentive scheme in solution through strategic business which all Executive Directors participate combinations which are being closely is the annual bonus scheme. In most other integrated into one Group. Our incentive cases, their significant shareholdings schemes for Directors and for employees provide for alignment with the interests of across the Group more widely are designed shareowners. The Incentive Share scheme to ensure that performance is rewarded – which applies to two Directors only which supports overall business goals and (including the Executive Chairman) – has is consistent with the purpose and culture of a very simple structure. the Group. • Risk: The Committee is aware that the Our approach to remuneration complies with Incentive Share scheme may result in the vast majority of the provisions of the Code. the issue of shares to participants of a The new Directors’ Remuneration Policy significant value. However, such awards further increases the extent of alignment with will be consistent with the creation of the Code. We have formalised our in service shareowner value since the foundation shareholding requirement, introduced a of S4Capital and therefore very clearly post-employment shareholding requirement tied to the performance of the business. and with effect from 1 January 2023 aligned Any reputational risk triggered by a all Directors’ pension provision to the rate perception of excessive rewards which are applicable to the wider workforce or to the divorced from the underlying performance legal requirements in place in their country of the business is therefore limited. of appointment. S4Capital Annual Report and Accounts 2021 69

Governance Report Report of the Nomination and Remuneration Committee continued There are now only a small number of areas Concluding remarks where our approach differs from that set out in We are committed to ensuring that decisions the Code: on Directors’ remuneration are taken with the • The Incentive Share scheme does not interests of shareowners very much at heart. include malus or clawback provisions, and Earlier this year, I wrote to major shareowners nor does the Committee have the ability and the proxy advisory agencies setting to override the formulaic outcome of the out the proposed changes to the Directors’ scheme. This is due to the long-term nature Remuneration Policy and our plans for 2022. of the plan and the fact that participants in I am pleased to report that the majority of the scheme can only receive benefits once those who responded were supportive of shareowners have experienced significant our approach. growth in the value of their investment. I hope that you find this report useful. At the In line with the Code, the annual bonus AGM to be held on 16 June 2022, shareowners scheme includes malus and clawback will be asked to approve (1) the Directors’ provisions, and as a fully discretionary Remuneration Report (excluding the Directors’ scheme the Committee has the ability to Remuneration Policy) by way of an advisory apply an override to the formulaic outcome if resolution, and (2) the new Directors’ deemed appropriate. Similar arrangements Remuneration Policy by way of a binding are in place in respect of the equity awards resolution. We hope to receive your support agreed for the new CFO. In addition, we for both resolutions. have clarified in the new Policy that if other forms of long-term incentive are offered to the Executive Directors, we will ensure that malus and clawback provisions, and a discretionary override, would apply. • The equity awards that have been agreed for the new CFO do not have a total vesting Paul Roy and holding period of five years or more. The rationale for the structure of these Chair, Nomination and awards is set out above. The Committee Remuneration Committee believes they are appropriate for S4Capital 14 May 2022 in the context of the need to offer a competitive recruitment package which is aligned to the interests of the business. • The Committee has not to date engaged with the wider workforce to explain how executive remuneration aligns with wider Company pay policy. This will be kept under review. 70 S4Capital Annual Report and Accounts 2021

Remuneration Report 3 Directors’ Remuneration Policy The Directors’ Remuneration Policy set out on the following pages will be subject to a binding vote of shareowners at the AGM to be held on 16 June 2022 and will formally apply from that date. Once approved, it will replace the Policy approved by shareowners at the AGM held on 29 May 2019 and will continue to apply until no later than the AGM in 2025. Payments to Directors and payments for loss of office can only be made if they are consistent with the terms of the approved Remuneration Policy. The Committee will be required to seek shareowner approval for an amendment to the Policy if it wishes to make a payment to a Director which is not envisaged by the approved Policy. The Policy has been prepared in line with the relevant UK reporting regulations. The Policy was approved by the Nomination and Remuneration Committee following a review of the existing Policy and taking into account developments since 2019. Working with its external advisers, the Committee considered the ongoing appropriateness of the existing Policy in the context of the increased scale and complexity of the Company, the high levels of share ownership among the Executive Directors, developments in corporate governance and the expectations of institutional investors. The Committee reflected on the views of key internal stakeholders and also sought feedback from major shareowners and the leading proxy advisory bodies before finalising the details of the Policy. As a fully independent Committee, conflicts of interest were minimised and no individual was responsible for determining his or her own remuneration. Key changes to the Remuneration Policy In general, the new Policy is not fundamentally different to that approved by shareowners in 2019. The Committee has been keen to retain the focus on relatively low levels of fixed remuneration, a below-market annual bonus opportunity and an emphasis on long-term share ownership. The Incentive Share scheme for certain Directors remains an integral part of the Policy. The main changes to the Policy approved in 2019 are as follows: • We have clarified that pension provision for all Executive Directors will be aligned with the rate for the wider workforce or to the legal requirements in place in their country of appointment. This applies to all new Executive Directors with immediate effect and for incumbent Directors no later than 31 December 2022. • We have formalised the minimum shareholding requirement within the Policy. This requires Executive Directors to build and hold shares equivalent in value to 200% of basic salary. • A post-employment shareholding requirement has also been introduced. This will require the Executive Directors, for a period of two years following cessation of employment, to retain a minimum shareholding at the lower of (a) the in-employment shareholding requirement of 200% of basic salary and (b) the individual’s actual shareholding at the point of cessation. • The circumstances in which malus and clawback provisions will be triggered are now set out in the Policy. These provisions apply to awards under the annual bonus scheme, the scheme under which our new CFO is granted her share awards and any new long-term incentive scheme put in place during the lifetime of the Policy. • We have formalised the Committee’s ability to override the formulaic outcome of incentive schemes where appropriate. • We have included within the Remuneration Policy table the Employee Share Ownership Plan, which is the legal structure under which the equity awards agreed for the new CFO have been granted. Further details in relation to these awards are included in the Annual Statement from the Chair of the Nomination and Remuneration Committee. • We have retained the flexibility to introduce new long-term incentive schemes for the Executive Directors if required during the lifetime of the Policy, but have made some minor amendments to the wording of the relevant section of the Policy. In addition, we clarify that where such a scheme involves the use of performance shares, the maximum annual grant size will be 200% of basic salary, with flexibility to increase to 250% of salary in exceptional circumstances. If other types of award are made (e.g. market-priced share options), these awards would have a similar fair value. • In the event of the recruitment of a new Executive Director, we state that any award of performance shares would be up to a maximum of 250% of basic salary, thus aligning with the exceptional circumstances limit noted above. We also clarify that any award to buy out the incentives forfeited by a new Director on joining S4Capital will as far as possible be based on the value of the awards forfeited and will reflect the same delivery vehicle, performance and vesting horizon. The Policy provides the Committee with the ability to exercise discretion in certain circumstances. This is explained in the relevant sections of the Policy table and in the sections below the table. S4Capital Annual Report and Accounts 2021 71

Governance Report Remuneration Report continued Policy table for Executive Directors The table below sets out the core components of the remuneration package for Executive Directors and explains the purpose of each element and how it furthers the strategy of the Group. The table also summarises the operation of each element and its performance conditions (where relevant), the maximum reward opportunity and the relevant performance metrics. Purpose and Maximum Performance Element link to strategy Operation opportunity assessment Base salary A fixed element of the Salary is reviewed annually Annual increases will An individual’s Executive Directors’ and otherwise by exception. ordinarily be in line with performance is one remuneration, Takes into account the role awards to other people of the intended to provide a performed by the individual within the Group. considerations in base level of income. and information on the rates Consistent with other determining the level of pay for similar jobs in roles within the Group, of annual increase companies of comparable other specific in salary. size and complexity. Salary adjustments may be is typically below market made to take account of rates. any changes to individual circumstances, such as an increase in scope and responsibility, an individual’s development and performance in the role and any realignment following changes in market levels. Benefits A fixed element of the Benefits such as insurance, Benefits are set at a n/a Executive Directors’ fully-expensed level which the remuneration, transportation, private Nomination and intended to attract, medical insurance and life Remuneration retain and motivate assurance may be paid to Committee considers to them, whilst remaining the Executive Directors in be commensurate with competitive. line with market practice. the role and comparable with those provided in companies of a similar size and complexity. Pension A fixed and standard Takes into account the role Until 31 December n/a element of the performed by the individual, 2022, for incumbent Executive Directors’ the level of pension Directors only, remuneration to provided to the wider maximum 30% of base support retirement. workforce, and the legal salary. For new requirements in the country appointments and from of appointment. Payment 1 January 2023 for may be made into incumbent Directors, a company pension the maximum level of scheme, private pension pension contribution will plans or paid cash in lieu. be aligned with the rate payable to the majority of the workforce or the legal requirements in their country of appointment. 72 S4Capital Annual Report and Accounts 2021

3 Purpose and Maximum Performance Element link to strategy Operation opportunity assessment Annual The annual bonus Following the end of each Maximum 100% of The targets against bonus scheme is intended to financial period, the basic salary. which annual scheme reward Executive Nomination and performance is Directors for their Remuneration Committee judged are achievements and the reviews actual performance determined annually performance of the against the objectives set by the Nomination Group in the under the scheme and and Remuneration financial year. determines awards Committee. Annual accordingly. performance is Awards are normally paid in assessed against a cash but the Nomination combination of and Remuneration financial, operational Committee has discretion to strategic and determine if a proportion of personal goals. the bonus should be Malus and clawback invested in shares. provisions apply to At the discretion of the payments under the Committee, for certain annual bonus leavers, a pro-rata annual scheme. For more bonus may become payable details see page 82. at the normal payment date for the period of employment and based on full-year performance. Incentive The Incentive Shares The Nomination and In aggregate, for all A compound annual Share and Options are Remuneration Committee holders of Incentive growth rate of 6% scheme intended to motivate reviews the development Shares and Options, since the the Executive of the Group against the 15% of the growth in foundational Directors who are terms of the scheme. value of S4 Limited, as investment into S4 invited to subscribe for described on page 86. Limited, as them to contribute described on page towards the long-term 86. development of the Group. Employee Motivate and Awards over shares which, For Executive Directors, In relation to awards Share incentivise employees for Executive Directors, vest 200% of salary per made to Executive Ownership and Executive subject to the satisfaction of annum. Directors, Plan Directors to contribute performance conditions. performance This is the to the long-term The vesting period will be conditions will be plan structure development of the up to four years. linked to key under which Group. Awards can be structured strategic priorities or the equity As set out below, as options (with or without other targets as awards to the Executive Directors an exercise price) or identified at the time new CFO may become eligible conditional share awards. of grant. have been to participate in other Malus and clawback granted long-term incentive provisions apply to arrangements if these awards. deemed appropriate. S4Capital Annual Report and Accounts 2021 73

Governance Report Remuneration Report continued Purpose and Maximum Performance Element link to strategy Operation opportunity assessment Share Requires the Executive Executive Directors are The minimum n/a ownership Directors to hold a encouraged to build up shareholding which guidelines minimum level of shares and then subsequently should be built up by an both during and after hold a minimum level of Executive Director is a the period of their shareholding as soon as holding equivalent in employment. reasonably practicable value to 200% of their following appointment basic salary. with the expectation Executive Directors that this will normally be must also maintain a within five years of shareholding for a appointment. minimum period of two Executive Directors are years following the also required to cessation of their maintain a minimum employment of the level of shareholding for lower of (1) the in- a period of two years employment following the cessation shareholding of their employment. requirement of 200% of For more details see salary and (2) the page 82 to 83. individual’s actual shareholding at the time of their departure. Performance conditions The performance measures chosen for the annual bonus scheme and the long-term equity incentives awarded to the CFO are intended to align with the key strategic priorities of the Company. The financial metrics which apply to these schemes are currently gross profit growth and EBITDA margin, two important measures used by management and the Board to assess performance. The non-financial measures used for the annual bonus scheme and the first part of the long-term incentives agreed for the CFO reflect key strategic and individual priorities. For more details see pages 82 to 83. For the annual bonus scheme and in the event of any further awards being granted to Directors under the Employee Share Ownership Plan, the performance conditions may change for future financial years in light of any change to the Company’s circumstances and any other relevant matter. The growth condition applying to the Incentive Shares was chosen to reflect a suitable baseline of performance above which the participants can share in the growth of the Company over the period since it was established in 2018. 74 S4Capital Annual Report and Accounts 2021

3 Malus and clawback The annual bonus scheme includes malus and clawback provisions which may be invoked by the Nomination and Remuneration Committee at its discretion within the two-year period following the payment of any bonus in the following circumstances: • a material misstatement of the financial results of the Company; • the identification of an error in the calculation of the grant or determination of a performance target; • action or conduct which amounts to fraud or gross misconduct or other circumstances which would have warranted summary dismissal; • a material failure of risk management; • circumstances which have a significant impact on the reputation of the Group; and/or • the insolvency of the Group. The equity incentives granted to the CFO are subject to similar malus and clawback provisions. Furthermore, the Committee intends that similar provisions will be applied to any new long-term incentive scheme put in place during the lifetime of the Remuneration Policy. Due to the long-term nature of the rewards offered by the Incentive Share scheme, which only allows the owners of the Incentive Shares to receive benefits under the scheme once shareowners have experienced significant growth in the value of their investment, there are no malus and clawback arrangements in respect of awards under this scheme. Awards are, however, subject to leaver provisions intended to motivate holders to remain with the Group over the long term (up to 14 years). Remuneration Committee discretion The Nomination and Remuneration Committee will operate the incentive schemes in accordance with the relevant scheme rules. Consistent with standard market practice, the Committee has certain discretions regarding the operation and administration of these schemes, including as to: • participants; • timing of grants or awards; • size of awards; • determination of how far performance metrics have been met; • treatment of leavers or arrangements on a change of control; and • adjustments of targets and/or measures if required following a specific event (e.g. material acquisition or disposal). Any use of these discretions would be explained in the annual report on remuneration for the relevant year. In addition, and in accordance with good practice, the Committee has the discretion to adjust the formulaic outcome of the annual bonus scheme and the equity awards granted to the CFO to reflect overall business performance over the vesting period. A similar discretionary override would be put in place for any new long-term incentive arrangement put in place during the lifetime of the Remuneration Policy. Additional long-term incentive arrangements Under this Remuneration Policy, the Committee has the flexibility to agree additional long-term incentive arrangements for Executive Directors during the lifetime of the Policy. This reflects the fast-moving nature of the business environment and the potential need to react quickly to changing circumstances without needing formal shareowner approval for an amendment to the Policy. Any new scheme would be aligned to the Company’s medium and long-term strategy and would include appropriate performance metrics linked to the financial performance of the Company (unless the Committee determines that other targets are appropriate). If any new long-term incentive plan is established, the limit on the size of individual awards would be a grant over shares worth up to 200% of base salary each year if granted as performance shares (with flexibility to increase to 250% of basic salary in exceptional circumstances). If other types of award are made, these would have a similar equivalent fair value. Such awards would vest over a period of up to four years, subject to the satisfaction of performance targets as noted above. S4Capital Annual Report and Accounts 2021 75

Governance Report Remuneration Report continued Recruitment When hiring a new Executive Director, the Committee will use the Remuneration Policy as the initial basis for formulating the individual’s package. To facilitate the hiring of candidates of the appropriate calibre to implement the Group’s strategy, the Committee may include any other remuneration component or award not explicitly referred to in this Remuneration Policy (or a higher award opportunity than that set out in the Remuneration Policy table) sufficient to attract the right candidate. Any long-term incentive award granted to a new appointee would be up to a maximum of 250% of basic salary per annum. Awards outside the normal policy would only be made (i) if they are considered a necessary part of an acquisition which involves a new Director joining the Board and/or (ii) to buy out awards being foregone by the incoming Executive Director, with the value of these buyout awards reflecting the value of the awards foregone. It is the Committee’s intention that any buyout award would reflect the same delivery vehicle, performance and vesting horizon of the awards foregone. Where the recruitment requires the individual to relocate, appropriate relocation costs may be offered. In determining the appropriate remuneration, the Committee will take into consideration all relevant factors, including the quantum and nature of the remuneration, to ensure the arrangements are in the best interests of the Company and its shareowners. Contracts of service The Company’s policy is to offer contracts of employment that attract, motivate and retain skilled people who are incentivised to deliver the Company’s strategy. The Executive Directors have service agreements with the Company but are remunerated pursuant to agreements concluded with other entities in the Group. A summary of the agreements pursuant to which the Executive Directors are remunerated is set out below. With the exception of the initial three-year terms set out in the agreements for Sir Martin Sorrell, Pete Kim and Christopher S. Martin (see below), none of the contracts include a fixed term. The service agreements are available for inspection at the Company’s registered office. Notice period Director Date of appointment Date of contract (months) 1 2 Sir Martin Sorrell 28 September 2018 24 June 2018 12 3 4 Victor Knaap 4 December 2018 18 January 2021 12 3 4 Wesley ter Haar 4 December 2018 18 January 2021 12 Pete Kim 24 December 2018 24 December 2018 At will2 Christopher S. Martin 24 December 2018 24 December 2018 At will2 Scott Spirit 18 July 2019 2 July 2019 12 5 Mary Basterfield 3 January 2022 14 November 2021 12 Notes: 4 1. Sir Martin has acted as a Director of S Limited since its foundation on 23 May 2018, which is the effective date of the start of his employment pursuant to his service agreement. 2. After a three-year initial term. 3. New contracts with Victor Knaap and Wesley ter Haar were signed on this date, superseding the contracts dated 9 July 2018. 4. Notice period from Company. Notice period from Executive Director is 6 months based on Dutch legal requirement that it is half of period required from Company. 5. Date of appointment as a Director. Joined the Company on 13 December 2021. Policy on payments for loss of office The service agreements for the Executive Directors allow for lawful termination of employment by making a payment in lieu of notice, by making phased payments over any remaining unexpired period of notice, or, in relation to contracts governed by Californian law, by paying 12 months’ base salary. There is no automatic or contractual right to annual bonus payments. At the discretion of the Committee, for certain leavers, a pro rata annual bonus may become payable at the normal payment date for the period of employment and based on full year performance. Should the Committee decide to make a payment in such circumstances, the rationale would be fully disclosed in the annual Remuneration Report. 76 S4Capital Annual Report and Accounts 2021

3 The equity incentives awarded to the CFO include customary leaver provisions. In certain specific ‘good leaver’ circumstances (death, illness or disability, the business for which the individual works no longer being part of the Group, or any other reason determined by the Committee), the Committee may determine that awards which have not vested at the date of cessation shall continue and be available for vesting on the normal vesting date. The extent of vesting will depend upon the satisfaction of the relevant performance conditions. The award will also be subject to a pro-rata reduction to reflect the number of completed days in the period between the grant date and the date of cessation as a proportion of the total number of days in the vesting period. The Committee has the discretion to disapply this time pro-rating if deemed appropriate. If the Committee deems the individual to be a ‘bad leaver’, then any unvested award will lapse immediately on the date of cessation. In the event of a change of control or winding up of the Company, the Committee has the discretion to determine that the performance conditions will continue to apply, and that the number of shares which vest will be subject to pro- rating to reflect the number of completed days between the grant date and the date of the corporate event. The Committee reserves the right to make additional liquidated damages payments outside the terms of the Directors’ service contracts where such payments are made in good faith in order to discharge an existing legal obligation, or by way of damages for breach of such an obligation, or by way of settlement or compromise of any claim arising in connection with the termination of a Director’s office or employment. Legacy arrangements and other payments The Committee reserves the right to make amendments to the Remuneration Policy for minor administrative matters in exceptional circumstances. The Committee would only use this right where it believes this would be in the best interests of the company and when it would be disproportionate to seek the specific approval of shareowners at a general meeting. Outside appointments The Company recognises that Executive Directors may be invited to become non-executive directors of other companies and that this can help broaden their skills and experience. Subject to Board approval, Executive Directors are permitted to take on other non-executive positions with other for-profit companies and to retain their fees in respect of such a position. Statement of consideration of employment conditions elsewhere in the Group The Group operates in fast-moving sectors across multiple jurisdictions and with employees who have joined the Group following the acquisitions that have been made since S4Capital was established. Pay levels and structures for people across the organisation are designed to be competitive and to reflect the dynamics in specific markets. As the Group continues to embed its unitary structure, work is ongoing to ensure consistency and standardisation of reward and compensation approaches throughout the organisation. In setting salaries and benefits each business considers the need to retain and incentivise key people to ensure the continued success of the Group. Annual cash incentives are in place for certain roles within the Company, with payments linked to the satisfaction of performance conditions. Equity is also used as an incentive tool and to align the interests of key employees with those of shareowners. The Group’s people were not consulted in setting the Directors’ Remuneration Policy. Consideration of shareowner views The Committee considers it extremely important to maintain open and transparent communication with the Company’s shareowners. The views of shareowners are received through various avenues, such as at the AGM, during meetings with investors and through other contact during the year. These views are considered by the Committee and help to inform the development of the overall Remuneration Policy. In addition, in early 2022 the Chairman of the Committee wrote to major shareowners and the leading proxy voting agencies to seek their feedback on the shape of the Policy and the proposed changes to the Policy approved at the 2019 AGM. The comments received were considered by the Committee and taken into account when finalising the Policy. S4Capital Annual Report and Accounts 2021 77

Governance Report Remuneration Report continued Illustrations of the application of the Remuneration Policy The charts below show an indication of the level of remuneration that each Executive Director could receive in the current financial year under the terms of the Remuneration Policy. The charts show the level of remuneration based on three levels of remuneration: • Minimum: remuneration which is not subject to the satisfaction of performance conditions, i.e. basic salary, taxable benefits and pension contributions. • Target: fixed remuneration plus a 50% payout under the annual bonus scheme and, in the case of the CFO, her equity incentives. • Maximum: fixed remuneration plus a 100% payout under the annual bonus scheme and, in the case of the CFO, her equity incentives. The maximum scenario includes an additional element to represent 50% share price growth on the CFO’s equity incentives. The charts do not include an amount in respect of the Incentive Share scheme as there will be no payouts under this scheme in respect of the current financial year and the absence of a monetary cap on the value of the ultimate rewards means that it is not possible to accurately forecast potential payouts. Sir Martin Sorrell Mary Basterfield £000 £000 £700 £648 £1,600 £1,270 £600 £523 £1,400 £500 39% £1,200 £835 39% £398 24% £1,000 £400 30% £800 £300 £600 £400 22% 29% £200 100% 76% 61% £400 £100 £200 100% 48% 32% £- £- Fixed On target Maximum Fixed On target Maximum Fixed pay Annual bonus Fixed pay Annual bonus LTIP Scott Spirit Wesley ter Haar SGD 000 €000 SGD 1,400 €500 €446 SGD 1,200 SGD 1,170 €450 €400 €341 47% SGD 1,000 SGD 900 46% €350 €300 €236 31% SGD 800 SGD 630 30% €250 SGD 600 €200 SGD 400 70% €150 100% 69% 53% 100% 54% €100 SGD 200 €50 SGD- €- Fixed On target Maximum Fixed On target Maximum Fixed pay Annual bonus Fixed pay Annual bonus 78 S4Capital Annual Report and Accounts 2021

3 Victor Knaap Christopher S. Martin €000 $000 €500 €446 $500 $442 €450 $450 €400 €341 47% $400 $339 47% €350 31% $350 31% €300 €236 $300 $235 €250 $250 €200 $200 €150 100% 69% 53% $150 100% 69% 53% €100 $100 €50 $50 €- $- Fixed On target Maximum Fixed On target Maximum Fixed pay Annual bonus Fixed pay Annual bonus Pete Kim $000 $500 $429 $450 $400 $325 48% $350 $300 $221 32% $250 $200 $150 100% 68% 52% $100 $50 $- Fixed On target Maximum Fixed pay Annual bonus Policy table for the Non-Executive Directors Purpose and Maximum Performance Element link to strategy Operation opportunity assessment Fees To attract and retain The fees of the Non- The maximum fees n/a Non-Executive Directors Executive Directors are payable are subject to an with adequate experience determined by the Board aggregate annual limit as and knowledge. based upon comparable set out in the Articles of market levels and time Association which is commitment. The Non- currently £350,000. Executive Directors do not participate in any performance-related incentive arrangements, nor do they have any entitlement to benefits or pension contributions. Directors may be paid additional amounts for services such as acting as the Senior Independent Director or as a Committee Chair. S4Capital Annual Report and Accounts 2021 79

Governance Report Remuneration Report continued Fees The Board (excluding the Non-Executive Directors) is responsible for determining the fees for the Non- Executive Directors. Letters of appointment The terms of appointment of the Non-Executive Directors are set out in their respective letters of appointment. Appointment as a Non-Executive Director is subject to a three-month notice period. The Group has no obligation to make termination payments if a Non-Executive Director is not re-elected as a Director at an AGM. 4 The appointments of Rupert Faure Walker and Paul Roy are governed by their appointment letters with S Limited, 4 which remained in place following the completion of the Company’s acquisition of S Limited on 28 September 2018. Notice period Director Date of appointment Date of contract (months) Rupert Faure Walker 28 September 2018 24 June 2018 3 Paul Roy 28 September 2018 24 June 2018 3 Sue Prevezer 14 November 2018 9 July 2018 3 Daniel Pinto 24 December 2018 9 July 2018 3 Elizabeth Buchanan 12 July 2019 11 June 2019 3 Naoko Okumoto 10 December 2019 9 December 2019 3 Margaret Ma Connolly 10 December 2019 6 December 2019 3 Miles Young 1 July 2020 30 June 2020 3 Peter Rademaker 3 January 2022 14 November 2021 3 Recruitment of new Non-Executive Directors Any new Non-Executive Director appointed during the period covered by this Remuneration Policy will have their remuneration set in line with the provisions of the Policy table above. 80 S4Capital Annual Report and Accounts 2021

3 Annual Remuneration Report The information provided in this Annual Remuneration Report is subject to audit except where indicated otherwise. Details of the Directors’ interests in the share capital of the Company are set out on page 84. The remuneration of the Executive Directors for the year to 31 December 2021 is presented below with a comparison for the year to 31 December 2020. Executive Directors’ remuneration as a single figure (Audited) All taxable Incentive Total Fixed Total Variable £000 Salary benefits5 Annual bonus shares Pension6 Total Remuneration Remuneration 1 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 Sir Martin Sorrell 100 75 73 45 – 75 – – 30 23 203 218 203 143 – 75 Victor 2 Knaap 181 93 15 8 – 70 – – 7 – 203 171 203 101 – 70 Wesley ter Haar2 181 93 15 8 – 70 – – 7 – 203 171 203 101 – 70 Peter Rademaker2 253 196 – – – 147 – – 12 – 265 343 265 196 – 147 Pete Kim3 151 40 6 – – – – – 5 1 162 41 162 41 – – Christopher S. Martin3 151 100 16 1 – – – – 5 3 172 104 172 104 – – 4 Scott Spirit 292 228 19 20 – 228 – – 29 23 340 499 340 271 – 228 Total 1,309 825 144 82 – 590 – – 95 50 1,548 1,547 1,548 957 – 590 Notes: 1. As disclosed in previous Directors’ Remuneration Reports, Executive Directors’ salaries for 2020 were reduced in response to the outbreak of the covid-19 pandemic. 2. The remuneration of Victor Knaap, Wesley ter Haar and Peter Rademaker is converted into sterling from euros using the average exchange rate for the year, consistent with the basis of the presentation of financial performance in the financial statements. 3. The remuneration of Pete Kim and Christopher S. Martin is converted into sterling from US dollars using the average exchange rate for the year, consistent with the basis of the presentation of financial performance in the financial statements. 4. The remuneration of Scott Spirit is converted into sterling from Singaporean dollars using the average exchange rate for the year, consistent with the basis of the presentation of financial performance in the financial statements. 5. The change in the value of Sir Martin Sorrell’s benefits is due to an increase in health insurance payments. Benefits for Victor Knaap and Wesley ter Haar for 2020 include an amount which was not disclosed last year due to an administrative oversight. 6. Pension provision for Pete Kim and Christopher S. Martin for 2020 include an amount which was not disclosed last year due to an administrative oversight. Salary (Audited) The annual salaries for the Executive Directors for 2021 were as follows: Sir Martin Sorrell £100,000 Victor Knaap €210,000 Wesley ter Haar €210,000 Peter Rademaker €294,000 Pete Kim $207,360 Christopher S. Martin $207,360 Scott Spirit SGD540,000 Pension (Audited) For 2021, Sir Martin Sorrell was provided with a lump sum pension contribution equivalent to 30% of his annual base salary, which was paid as a cash amount in lieu of pension. Scott Spirit received a pension contribution at a rate of 10% of his annual base salary which was paid into the Company's pension scheme. Victor Knaap, Wesley ter Haar and Peter Rademaker received Dutch age-related pension contributions. Pension contributions were made to Pete Kim and Christopher S. Martin via a US 401(k) plan. S4Capital Annual Report and Accounts 2021 81

Governance Report Remuneration Report continued Annual bonus scheme The 2021 bonus scheme was based on the achievement of performance targets linked to the Group’s strategic priorities. 70% of the bonus was payable by reference to performance against Group financial metrics, and the remaining 30% was payable by reference to key non-financial objectives. The specific financial metrics are set out in the table below. Weighting (% of total bonus) Targets Achievement Gross profit (net revenue) 35% 25% growth on like-for-like basis vs FY20 44.0% EBITDA margin 35% 20% as percentage of gross profit 18.4% For the 30% of the bonus subject to non-financial objectives, targets were set based on the ongoing integration of businesses within S4Capital and key ESG measures, as summarised below. Weighting Objective (% of total bonus) Achievements Score Integration Rebranding 5% • Superb planning and execution of Media.Monks 5% branding (launched August 2021). • Successful internal rollout of new branding and full support from clients (no negative client impact). Development of 5% • Ongoing integration of key systems and 2.5% software systems processes across the business and enhanced development of sales and communications platforms. • However, some work outstanding on full implementation of HR systems. Optimal use of property 5% • Ongoing consolidation of key office locations. 2.5% • Further work required in other jurisdictions. 202 strategy 5% • Excellent progress made, with additional 5% ‘whoppers’ won (Meta and HP). • Generation of strong pipeline of additional opportunities to further expand number of whopper accounts in 2022. ESG Climate 5% • Reached carbon neutral status mid-2021 for 5% 2020 through unofficial reforestation programmes (offsetting), two years ahead of expectations. • Passed the preliminary scope for B Corp accreditation. • Increased For Good projects from 0.5% of net revenue (2020) to 1.8% of net revenue (2021) in ambition to sign the pledge 1%. Diversity and inclusion 5% • Continued expansion of hiring, education and 2.5% development programmes. • Diversity embedded across wider workforce (e.g. overall split of 49% women/51% men globally; 41% people of colour across US businesses). • However, further work required to increase levels of female and black representation at senior levels (currently only 3% black in senior US roles, and 39% women in senior roles globally). 82 S4Capital Annual Report and Accounts 2021

3 The Committee considered in detail the achievements against both the financial and integration metrics as set out above and determined a formulaic bonus outcome of 57.5% of the maximum. This reflects the full achievement of the gross profit target (resulting in the full 35% for this element becoming payable), the shortfall on the EBITDA margin target (resulting in no payment for this element) and the outcomes against the various non-financial objectives (resulting in a 22.5% payout for this element). The Committee believes that this bonus outcome is consistent with the performance of the Company over the course of the year. However, as noted in the Committee Chairman’s Annual Statement on Remuneration, both the Committee and the Executive Directors were disappointed that the EBITDA margin target was not achieved and, also acknowledging the delay in publication of the results, have agreed for 2021 that no bonus should be paid. Maximum Formulaic bonus Maximum Bonus entitlement bonus calculation (% of salary) payable (000) (000) Sir Martin Sorrell 100% £100 £58 Victor Knaap 100% €210 €121 Wesley ter Haar 100% €210 €121 Peter Rademaker 100% €294 €169 Pete Kim 100% $207 $119 Christopher S. Martin 100% $207 $119 Scott Spirit 100% SGD540 SGD311 Non-Executive Directors’ remuneration as a single figure (Audited) Year to 31 Year to 31 December December 1 £000 2021 2020 Rupert Faure Walker 45 34 Paul Roy 45 34 Sue Prevezer 38 28 Daniel Pinto 38 28 Elizabeth Buchanan 38 28 Naoko Okumoto 38 28 Margaret Ma Connolly 38 28 Miles Young2 38 19 Total 318 227 Notes: 1. As disclosed in previous Directors’ Remuneration Reports, the annual fee payable to the Non-Executive Directors for 2020 was increased to £37,500 and an additional fee of £7,500 was introduced for each of the Senior Independent Director, Chair of the Audit and Risk Committee and Chair of the Nomination and Remuneration Committee. These fees were effective from 1 January 2020. However, in response to the covid-19 outbreak it was agreed that the fees payable to the NEDs would be reduced by 50% from 1 April 2020. The fees were returned to their full levels with effect from 1 October 2020 and remained unchanged for 2021. 2. Miles Young was appointed to the Board on 1 July 2020. His fee for the year to 31 December 2020 is shown pro rata for the length of his service in the year and is inclusive of £4,688 paid in 2021 but relating to services provided in 2020. Payments for loss of office (Audited) No payments for loss of office were made during 2021. Peter Rademaker decided not to seek re-election at the AGM following Mary Basterfield’s appointment to the Board on 3 January 2022. He received no payments for loss of office but remained employed by the Company until 31 January 2022, during which time he received his salary and other benefits. He will remain on the Board as a Non- Executive Director until the conclusion of this year’s AGM. S4Capital Annual Report and Accounts 2021 83

Governance Report Remuneration Report continued Directors’ interests in shares and share options (Audited) The consideration payable by the Group in respect of business combinations has included a substantial proportion of equity in the Company. Equity consideration has, to date, been issued subject to a two-year restriction on sale or transfer. It is the intention of the Board to continue to structure transactions in this fashion in order both to incentivise senior management (and the Group’s people more broadly) in the long term and to support the Company’s strategy of operating the Group on a unitary basis. As a consequence, the Executive Directors who previously held equity in MediaMonks or MightyHive now hold a substantial number of the Company’s shares. Further, Sir Martin Sorrell is a substantial shareowner in the Company as a consequence of his foundational investment into S4Capital Limited. In the context of the significant share ownership of the Executive Directors, there has to date been no formal minimum shareholding requirement. However, the new Directors’ Remuneration Policy formalises the Committee’s expectation that new Directors who do not have a material holding of the Company’s shares must acquire shares equivalent in value to two times basic salary as soon as reasonably practicable following appointment and with the expectation this will normally be within five years of appointment. Details of Directors’ interests in Ordinary Shares and Incentive Shares as at 31 December 2021 are set out in the table below. Interest in Ordinary Interest in Shares Incentive Instruments At 31 At 31 At 31 December December December 2021 2021 2020 1 Sir Martin Sorrell 54,209,810 4,000 4,000 2 Victor Knaap 17,546,066 – – Wesley ter Haar2 17,546,067 – – Peter Rademaker 957,644 – – Pete Kim2 8,049,180 – – 2 8,564,506 – – Christopher S. Martin 3 Scott Spirit 247,494 2,000 2,000 Rupert Faure Walker 808,450 – – Paul Roy 1,950,129 – – Sue Prevezer 293,512 – – Daniel Pinto4 38,043,824 – – Elizabeth Buchanan 37,777 – – Naoko Okumoto 25,396 – – Margaret Ma Connolly 9,523 – – Miles Young 50,000 – – Notes: 1. Sir Martin Sorrell holds 4,000 vested A2 Incentive Shares and also holds the B share. 2. Victor Knaap and Wesley ter Haar hold their interests in Ordinary Shares through (i) Oro en Fools B.V., their joint personal holding vehicle which is owned (indirectly) 50% by Victor Knaap and 50% by Wesley ter Haar; and (ii) Zen 2 B.V., the ordinary share capital of which is owned 51% by Oro en Fools B.V. and 49% by funds managed by Bencis Capital Partners B.V. The interests in Ordinary Shares of Victor and Wesley noted above are the aggregate totals of the ordinary shares held by these entities. Certain of the interests of Christopher S. Martin and Pete Kim are held by them through certain family trust arrangements. 3. Scott Spirit has options to subscribe for a total of 2,666 A1 Incentive share options (this includes the 2,000 Incentive share options disclosed in the table above), as explained on page 85. 4. Shares acquired by Stanhope Entrepreneur Fund, a growth capital fund managed by Stanhope Capital, of which Daniel Pinto is Chief Executive. 84 S4Capital Annual Report and Accounts 2021

3 The Company has been notified of the following changes to the Directors’ interests between 31 December 2021 and the date of this report: • On 7 January 2022, Scott Spirit acquired 9,250 Ordinary Shares. Following this purchase, he holds 256,744 Ordinary Shares. • On 7 January 2022, Sir Martin Sorrell acquired 10,000 Ordinary Shares. On 19 January 2022, he purchased a further 10,000 Ordinary Shares. Following these purchases, he holds 54,229,810 Ordinary Shares. • On 20 January 2022, SEF4 Investment SCSp, a PCA of Daniel Pinto, transferred directly to one of its investors 1,435,862 Ordinary Shares. SEF4 Investment SCSp is managed by Stanhope Capital, of which Daniel Pinto is the Chief Executive. • On 4 February 2022, Paul Roy sold 80,000 Ordinary Shares he personally held and his SIPP purchased 80,000 Ordinary Shares on the same day. Following this sale and purchase, Paul Roy continues to have an interest in 1,950,129 Ordinary Shares. • On 7 April 2022, SEF4 Investment SCSp transferred directly to one of its investors 462,117 Ordinary Shares. Following this transfer, SEF4 Investment SCSp holds 35,913,245 Ordinary Shares. • On 11 April 2022, SEF4 Investment SCSp transferred directly to one of its investors 19,983,049 Ordinary Shares. Following transfer, SEF4 Investment SCSp holds 16,392,313 Ordinary Shares, representing approximately 2.95% of the entire issued share capital of the Company. Mary Basterfield was appointed as a Director on 3 January 2022 and as at the date of this report she did not have a beneficial interest in Ordinary Shares. Prior to her appointment as a Director she was granted an equity award in connection with her recruitment under the terms of the Employee Share Ownership Plan, as explained in the statement from the Chairman of the Nomination and Remuneration Committee on page 68. This award was granted on 13 December 2021 and is a nil-cost option over 76,913 shares. The award vests two years after grant subject to continued employment and the satisfaction of specific performance conditions. 4 The S Limited Scheme/Scheme interests awarded during the financial year Arrangements were put in place shortly after the formation of S4Capital 2 Limited (formerly S4Capital Limited) 4 (S Limited) to create incentives for those certain executives who are expected to make key contributions to the success of the Group. The Group’s success depends upon the sourcing of attractive investment opportunities and the improvement of the performance of any businesses that are acquired. Accordingly, an incentive scheme 4 (the S Limited Scheme, or the Incentive Share scheme) was created to reward key contributors for the creation of value through the use of Incentive Shares. Sir Martin Sorrell subscribed for A2 Incentive Shares in May 2018 and Scott Spirit was granted an option to subscribe for A1 Incentive Shares in January 2020. The terms of these awards are set out in the table below. Number of Incentive Instruments Date of Issue Sir Martin Sorrell 4,000 A2 Shares 29 May 2018 1 Scott Spirit 2,000 A1 Share options Option issued 27 January 2020 following Nomination and Remuneration Committee approval December 2019 Note: 1. Scott Spirit also has an option to subscribe for up to an additional 666 A1 Incentive Shares in the event of the issue of any further Incentive Shares by the Directors. The purpose of this additional award is to ensure that his interest in the Incentive Shares is maintained at the same level (5%) in the event of the issue of further Incentive Shares. There were no new Scheme interests awarded during the year ended 31 December 2021. 4 The Directors of S Limited have the authority to issue a further 2,000 A1 Incentive shares. The issue of further Incentive Shares will not increase the aggregate entitlement of the holders of Incentive Shares above 15% of the 4 growth in value of S Limited. The Incentive Shares are subject to a number of conditions, as set out more fully below. S4Capital Annual Report and Accounts 2021 85

Governance Report Remuneration Report continued 4 Terms of the S Limited Scheme The Incentive Shares entitle the holders, subject to certain performance criteria and leaver provisions, to up to 15% 4 of the growth in value of S Limited from the plan’s inception provided that the growth condition (as described below) has been met. Provided that the growth condition has been satisfied, the Incentive Shares entitle the holders to their return upon 4 a sale or combination of S Limited, its liquidation, the takeover or combination of the Company or, if none of those 4 events has occurred prior to 9 July 2023 (being the fifth anniversary of the combination with Media.Monks by S Limited), if Sir Martin Sorrell serves notice on the Company requiring it to acquire all of the Incentive Shares eligible for sale on or before 9 July 2025 (being the seventh anniversary of the combination with Media.Monks). If Sir Martin 4 serves such a notice, the growth in value of S Limited is measured against the market capitalisation of the Company based on an average of the mid-market closing price of the Ordinary Shares over the preceding 30 trading days, plus any dividends or distributions over time. Once triggered, all of the Incentive Shares eligible for sale receive value at the same time on a pro rata basis and then automatically reset such that they may receive the same return over a second period of up to seven years. The consideration payable if the Incentive Shares are triggered, save on a takeover, liquidation or combination of 4 4 S Limited, will be satisfied by the issue of Ordinary Shares in S Capital plc at the average of the mid-market closing price of the Ordinary Shares over the 30 trading days preceding the triggering of the Incentive Shares. Growth condition 4 The growth condition is the compound annual growth rate of the invested capital in S Limited being equal to or 4 greater than 6% per annum since the foundational investment into S Limited on 29 May 2018. The growth condition 4 takes into account the date and price at which shares in S Limited have been issued, the date and price of any 4 subsequent share issues and the date and amount of any dividends paid, or capital returned by S Limited to the 4 Company. Any cash raised by the Company from time to time has been and will continue to be invested in S Limited so that the growth condition will apply to that capital also. Conditions The Incentive Instruments are subject to certain conditions, at least one of which must be (and continue to be) satisfied in order for Sir Martin Sorrell (as the holder of the majority of the A2 Incentive Shares) to elect for the A1 share options and A2 Incentive Shares to be sold to the Company. The A1 and A2 Incentive Shares and Options will vest into 4 Ordinary Shares of S Capital plc in the following circumstances: 4 • a sale of all or a material part of the business of S Limited; 4 • a winding up of S Limited occurring; 4 • a sale or change of control of S Limited or the Company; or • if later, on 9 July 2023 (being the fifth anniversary of the MediaMonks combination). Compulsory redemption If the growth condition is not satisfied on or before 9 July 2025 (being the seventh anniversary of the combination with MediaMonks), or such later date as the Company and each of the Incentive Share classes agree, the Incentive Shares must be sold to the Company at a price per Incentive Share equal to the subscription price of £25.00 per Incentive Share. Leaver provisions The Incentive Shares are subject to leaver provisions. If a holder of Incentive Shares ceases to be employed by or hold office with the Group, that holder will become a ‘Leaver’ and, depending on the circumstances of his or her departure, certain of his or her Incentive Shares may be subject to forfeiture. 86 S4Capital Annual Report and Accounts 2021

3 Share price The chart below illustrates the performance over the period of an investment of £100 in the Company’s shares made on 13 September 2018, shortly before the Company acquired the S4Capital Group and was re-admitted to trading on the Official List, to 31 December 2021 and also to 6 May 2022. This has been compared to the performance of the same investment on the same date in both (i) the FTSE 350 Media Sector, and (ii) a market capitalisation-weighted basket of five other global advertising and marketing services companies. The chart also illustrates the comparative performance of these five companies on a regional basis, separating the US companies from the others, as well as that of Accenture and Globant. The Board believes that, taken together, these are the most appropriate broad comparators for the Company’s performance for the purpose of the reporting regulations. Total Shareholder Return £ 900 800 700 600 500 400 300 200 100 0 13 Sep 31Dec 30 June 31 Dec 30 June 31 Dec 30 June 31 Dec 6 May 2018 2018 2019 2019 2020 2020 2021 2021 2022 S4Capital plc FTSE 350 Media Accenture Globant Global advertising and marketing services companies Interpublic & Omnicom (weighted) WPP, Publicis & Dentsu (weighted) The table below sets out the performance of an investment of £100 made in the Group on 29 May 2018, which was 4 the date of the foundational investment into S Limited, through the dates of the Group’s placings and business combinations and up to the end of the year to 31 December 2021. This has been compared against the performance of an equivalent investment made on 29 May 2018 in the same comparators used in the chart above. 29 09 24 31 25 31 16 31 31 May July December December October December July December December 2018 2018 2018 2018 2019 2019 2020 2020 2021 S4Capital plc 100 116 128 138 165 224 366 581 737 FTSE 350 Media 100 105 96 97 114 120 94 107 133 Global advertising 100 104 91 94 94 98 72 85 123 and marketing services companies Interpublic & 100 108 101 107 115 118 92 103 153 Omnicom (weighted) WPP, Publicis & 100 102 85 87 80 84 56 73 102 Dentsu (weighted) Accenture 100 108 92 97 126 140 155 172 278 Globant 100 111 108 115 179 208 327 413 602 S4Capital Annual Report and Accounts 2021 87

Governance Report Remuneration Report continued The table below sets out the Executive Chairman’s total remuneration as a single figure, together with the percentage of maximum annual bonus awarded over the same period as the chart above in respect of the Company’s share price. Year to Year to Year to Year to 31 December 31 December 31 December 31 December 2018 2019 2020 2021 Executive Chairman single figure of remuneration (£000) 140 272 218 203 Annual bonus payout (% of maximum) 100% 85% 75% 0% Share award vesting (% of maximum) n/a n/a n/a n/a Note: The formulaic bonus outcome for the year to 31 December 2021 is 57.5% although no actual bonus was paid. Percentage change in remuneration of Directors compared to employees The table below shows the year-on-year percentage change in salary, benefits and bonus for each Director for each of the last two financial years, compared with the average change in employee pay. The figures for the Directors are based on the disclosures in the single total figure table on page 81 and the corresponding table from last year’s Directors’ Remuneration Report. The figures for 2021 compared to 2020 indicate some significant year-on-year increases in salary and fees. This is due to the 2020 salary and fee numbers being lower than normal because of the pay reductions taken by the Directors in response to the covid-19 outbreak, as explained in previous Directors’ Remuneration Reports. In respect of the year-on-year decrease in annual bonus, the formulaic outcome for the FY21 bonus is 57.5% of maximum, however no bonus was paid to the Executive Directors. 2021 vs 2020 2020 vs 2019 Salary/Fees Benefits Bonus Salary/Fees Benefits Bonus Executive Directors Sir Martin Sorrell 33% 62% -100% -25% -21% -12% Victor Knaap 95% 88% -100% -48% 100% -16% Wesley ter Haar 95% 88% -100% -48% 100% -16% Peter Rademaker 29% – -100% -22% – -8% Pete Kim 278% 100% – -75% -100% – Christopher S. Martin 51% 1,500% – -36% -96% – 1 28% -5% -100% – – – Scott Spirit Non-Executive Directors Rupert Faure Walker 32% – – 35% – – Paul Roy 32% – – 35% – – Sue Prevezer 36% – – 13% – – Daniel Pinto 36% – – 13% – – Elizabeth Buchanan¹ 36% – – – – – 1 36% – – – – – Naoko Okumoto 1 Margaret Ma Connolly 36% – – – – – 1 – – – – – – Miles Young All UK Group employees2 5.7% -5.7% -67.4% 3% -16% 11% Notes: 1. Percentage change not shown for these Directors in certain periods as they did not serve for the full prior year. 2. Included to provide a more representative sample of the wider employee base in the United Kingdom (UK). 88 S4Capital Annual Report and Accounts 2021

3 Although S4Capital did not have more than 250 UK employees during 2021, and is thus not formally required to publish the ratio of the Executive Chairman’s pay to the wider UK employee base, the Committee has decided to again do so as a matter of good practice. Year Method 25th percentile pay ratio Median pay ratio 75th percentile pay ratio 1 2021 Option A 5.0 3.6 2.6 Total pay and benefits £000 £40 £57 £77 Salary £000 £39 £54 £71 1 Option A 5.3 3.7 2.8 2020 Total pay and benefits £000 £41 £59 £77 Salary £000 £37 £51 £71 20191 Option A 6.8 5.8 4.1 Total pay and benefits £000 £40 £47 £67 Salary £000 £40 £47 £65 Note: 1. The calculations of the pay for the employees at the different levels have been calculated as of 31 December of each relevant year. The relevant reporting regulations give companies the option of calculating the CEO pay ratio using a number of different methodologies, known as Option A, Option B or Option C. We have chosen Option A, which involves calculating a single figure for each UK employee based on their actual pay for the year. This ensures that the most accurate information is used for the purposes of calculating the ratio and is the option most favoured by investors. A full-time equivalent calculation has been applied to the pay of part-time employees and those leaving or joining during each year to ensure an appropriate annualised comparison with the pay of the Executive Chairman. The Committee believes that the median pay ratio for 2021, as disclosed in the table above, is reflective of the current pay policies across the Group as a whole at this stage. Employees’ pay packages are designed to be competitive and to ensure that performance as a whole is rewarded through appropriate incentive schemes. The ratios at all three levels also reflect the fact that the pay for the Executive Chairman is relatively low when compared with the pay for leaders of companies of a similar size to S4Capital. There have not been any substantive changes in the pay ratio from 2020. To date, the Committee has not directly engaged with the workforce to explain how executive remuneration aligns with wider Company pay policy. However, the Committee is responsible for monitoring workforce remuneration and related policies and the relationship between the Directors’ Remuneration Policy and the arrangements in place for the wider workforce. S4Capital Annual Report and Accounts 2021 89

Governance Report Remuneration Report continued Relative importance of spend on pay The table below shows the relative importance of spend on pay for all of the Group’s people in comparison to distributions to shareowners. Total pay includes wages and salaries, pension costs, social security and share-based payments. The Company did not make any distributions to shareowners in respect of the financial period. Year to 31 Year to 31 December December 2020 2021 % change Average number of employees 2,677 5,794 116.4 Total personnel costs (£000) 205,135 412,537 101.1 Total distributions to shareowners (£000) – – – Statement of voting on remuneration The table below provides details of the voting results on (1) the Directors’ Remuneration Report resolution presented for shareowner approval at the AGM held on 7 June 2021, and (2) the Directors’ Remuneration Policy resolution presented for shareowner approval at the AGM held on 29 May 2019. Votes Votes for Votes against Total votes cast withheld Approve the Directors’ Remuneration Report (2021 AGM) 287,243,672 3,107,176 290,350,848 10,390,870 98.93% 1.07% Approve the Directors’ Remuneration Policy (2019 AGM) 224,366,978 60,300 224,427,278 31,328,479 99.97% 0.03% Nomination and Remuneration Committee membership and meetings The Committee comprises three independent Non-Executive Directors. There were six meetings of the Committee held during the year. The following table sets out details of attendance at Committee meetings. Attendance at meetings Committee member since during 2021 Paul Roy (Chairman) 28 September 2018 6/6 Rupert Faure Walker 28 September 2018 6/6 Sue Prevezer 14 November 2018 6/6 Sir Martin Sorrell may attend meetings as an observer by invitation. No Director participates in decisions regarding his or her own remuneration. During 2021, the Committee received external advice from Korn Ferry, for which it received fees of £31,000. Korn Ferry was appointed by the Committee and the Committee is satisfied that the advice it receives is objective and independent. Korn Ferry is a member of the Remuneration Consultants Group and operates under its code of conduct. No other services were provided by Korn Ferry to the Company during 2021. 90 S4Capital Annual Report and Accounts 2021

3 Implementation of Remuneration Policy for 2022 Subject to shareowner approval at the AGM, a new Directors’ Remuneration Policy will apply from the date of the AGM. The full Policy is set out on pages 71 to 80. For the year ending 31 December 2022, the Nomination and Remuneration Committee will implement the Policy as follows. Basic salary Salaries for the Executive Directors continue to be set at levels which are lower than the rates payable for equivalent roles at similarly-sized companies. This approach will continue to apply for 2022. The Committee has agreed to increase the basic salary for Sir Martin Sorrell from £100,000 to £250,000 with effect from 1 January 2022. The new salary is now more aligned with the salaries for the other Executive Directors and reflects the growth and increased complexity of the business, while remaining well below the market rate for leaders of companies of a similar size and complexity to S4Capital. Mary Basterfield, who joined the Board as CFO on 3 January 2022, has been appointed on a salary of £370,000. The Committee has agreed that there will be no salary increases for the other Executive Directors for FY22. Pension and benefits Sir Martin Sorrell will continue to receive a pension at a level of 30% of basic salary, and Scott Spirit will receive a pension at a level of 10% of basic salary. After 31 December 2022, and in line with the new Directors’ Remuneration Policy, these pensions will reduce to 4% of basic salary, thus aligning with the UK workforce rate. The same rate applies to Mary Basterfield. Wesley ter Haar and Victor Knaap will continue to receive Dutch age-related pension contributions for 2022. Pete Kim and Christopher Martin will continue to receive pension contributions via a US 401(k) plan. Benefits provided will be similar to those provided in 2021. Annual bonus The Committee has decided that the annual bonus scheme for 2022 will operate in a broadly similar manner to that in place for 2021. 70% of the bonus scheme will again be payable by reference to performance measured against financial metrics, namely gross profit growth and EBITDA margin. The remaining 30% will be payable by reference to key non-financial objectives, including ESG performance, diversity, equity and inclusion and measures linked to the ongoing integration of the various businesses within S4Capital. Full details of the metrics and targets will be disclosed in next year’s Remuneration Report. The maximum bonus opportunity for 2022 will be 100% of basic salary for all Executive Directors, the same rate as applied in 2021. The bonus scheme includes the discretion to adjust formulaic outcomes and recovery and withholding provisions, as summarised in the Directors’ Remuneration Policy. Share incentives In line with the terms of her appointment, as summarised on pages 67 to 68, Mary Basterfield will receive an award of shares with a face value at grant of £500,000 (being c. 135% of base salary). This award will be subject to the satisfaction of performance targets based on gross profit and EBITDA margin over the financial year ending 31 December 2022. To the extent that the performance targets are satisfied, the award will vest in 2026, four years after grant. The award will be split equally between a nil cost option and a market-priced option. At the time of writing, the Committee does not have any plans to grant new share incentive awards to any other Executive Director during 2022. However, the Committee will keep this matter under review during the year and may take a different approach if deemed appropriate. Any awards will be consistent with the terms of the Directors’ Remuneration Policy. Non-Executive Directors The NEDs receive a base fee of £37,500, with an additional fee of £7,500 paid to each of the Senior Independent Director, Chair of the Audit and Risk Committee and Chair of the Nomination and Remuneration Committee. These fees remain unchanged for 2022. S4Capital Annual Report and Accounts 2021 91

Governance Report Directors’ Report S4Capital plc is incorporated and domiciled in the UK and is registered in England with the registered number 10476913. The correspondence address and registered office of the Company is 12 St James’s Place, London SW1A 1NX. This report has been drawn up and presented in accordance with, and in reliance upon, applicable English law and the liabilities of the Directors in preparing this report shall be subject to the limitations and restrictions provided by such law. The Directors’ Report is designed to inform shareowners and help them assess how the Directors have performed their duty to promote the success of the Company. Strategic Report and corporate governance The Strategic Report can be found on pages 8 to 38 and is included by reference into this Directors’ Report. The Strategic Report sets out the development and performance of the Group’s business during the financial period, the position of the Group at the end of the period, a description of the principal risks and uncertainties facing the Group, details of the Group’s diversity, equity and inclusion policy and reporting of ESG activities. The Strategic Report also sets out a summary of how the Directors have engaged with our people as well as how the Directors have had regard to the need to foster the Group’s business relationships with suppliers, customers and others, in line with Section 172i (page 28). The other sections of the Group’s Governance Report are also included by reference into this report. The industry outlook set out on pages 40 to 46 sets out an indication of future developments and is included by reference into this report. Dividend No dividend was declared or paid in respect of the year to 31 December 2021 and the Directors are not recommending that a final dividend be paid. The Directors continue to review the advisability of declaring a modest dividend in the future. The payment of any dividends will be subject to maintaining an appropriate level of dividend cover and the need to retain sufficient funds for reinvestment in the business, to finance any combination opportunities or capital expenditure, and for other working capital purposes. Share capital The shares in issue at the year-end comprised 555,307,572 Ordinary Shares of £0.25 each (2020: 542,065,458 Ordinary Shares of £0.25 each) and one B Share of £1.00 (2020: one), giving a total nominal value of 138,826,892 (2020: £135,516,364). Movements in the Company’s share capital in the year are shown in the consolidated statement of changes in equity. The holders of Ordinary Shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at general meetings of the Company. The holder of the B Share has no right to receive dividends and is entitled to one vote at general meetings of the Company when voting in favour of resolutions, and such number of votes as may be required to defeat the relevant resolution when voting against. The Ordinary Shares have a standard listing on the London Stock Exchange. Restrictions on transfer of securities The Ordinary Shares are freely transferable and there are no restrictions on transfer. Except for Sir Martin Sorrell, who holds the B Share, as a result of which he exercises a significant degree of control over the Company (as more fully described in the Governance Report on page 61). No other person holds securities in the Company carrying special rights with regard to control of the Company. The Company is not aware of any agreements between holders of securities that may result in restrictions on the transfer of securities or voting rights. Amendment of Articles of Association Any amendments to the Articles may be made in accordance with the provisions of the Companies Act 2006 by way of special resolution. 92 S4Capital Annual Report and Accounts 2021

3 Appointment and removal of Directors Any appointment and removal of a Director requires the consent of Sir Martin Sorrell as the holder of the B Share. The processes for the appointment and replacement of Directors are governed by the Company’s Articles of Association and the Companies Act 2006. In accordance with the UK Corporate Governance Code, Directors stand for election at the Annual General Meeting following their appointment, and stand for re-election on an annual basis at each Annual General Meeting thereafter. Powers of the Company Directors The AGM in 2021 authorised the Directors to allot shares up to a maximum nominal amount of £45,381,311.33 (i.e. one-third of the Company’s then-issued and outstanding share capital) and to buy back up to 54,457,574 Ordinary Shares (i.e. 10% of the Company’s then-issued outstanding share capital). At the 2022 AGM, shareowners will be asked to renew the Directors’ authority to allot new securities and to buy back existing Ordinary Shares. Details are contained in the Notice of Annual General Meeting. Substantial shareholdings As at 14 May 2022, the Directors had been advised of the following interests representing 3% or more of the Company’s issued and outstanding Ordinary Shares. Substantial shareowners of 3% or more, as at 14 May 2022 Number of shares % shareholding 1 Sir Martin Sorrell 54,229,810 9.752 Oro en Fools B.V. 35,000,000 6.294 Rathbone Investment Management 27,344,419 4.917 Canaccord Genuity Wealth Management 26,628,566 4.789 Jupiter Fund Management 26,555,771 4.775 Permian Investments Partners 23,827,932 4.285 Note: 1. In addition, Sir Martin Sorrell has, in aggregate, donated 3,910,000 Ordinary Shares to the UBS Donor Advised Foundation. It should be noted that these holdings may have changed since being notified to the Company. However, notification of any change is not required until the next applicable threshold is crossed. As at the date of this report, no further changes had been notified to the Company pursuant to Rule 5.1 of the Disclosure and Transparency Rules. Directors The Directors of the Company up to the date of this report are named on pages 48 to 55 together with their profiles and the details of any committees they are on. Mary Basterfield joined the Board as our new Chief Financial Officer on 3 January 2022, with Peter Rademaker retiring from day-to-day operations but remaining on the Board as Non- Executive Director until the conclusion of this year’s AGM. Pete Kim has also decided to step down from the Board at this year’s AGM. All other Directors who have served during the year and who remain a Director as at 31 December 2021 will retire and offer themselves for election at the forthcoming AGM. The interests of the Directors in the share capital of the Company at 31 December 2021, the Directors’ total remuneration for the year and details of their service contracts and Letters of Appointment are set out in the Directors’ Remuneration Report on pages 71 to 91. Other than the Incentive Shares held by Sir Martin Sorrell and the options over Incentives Shares held by Scott Spirit as disclosed on page 85, no Directors have beneficial interests in the shares of any subsidiary company. The interests of the Directors in the share capital of the Company have not changed between 31 December 2021 and 14 May 2022, except as noted on page 85. S4Capital Annual Report and Accounts 2021 93

Governance Report Directors’ Report continued Directors’ indemnities The Company maintains Directors’ and officers’ liability insurance, which gives appropriate cover for legal actions, which might be brought against its Directors and officers. The Directors also have the benefit of an indemnity from the Company, the terms of which are in accordance with the Companies Act 2006. Directors’ conflict of interest The Group has procedures in place for managing conflicts of interest. Should a Director become aware that he or she, or his or her connected parties, have an interest in an existing or proposed transaction with the Group, he or she should notify the Board in writing or at the next Board meeting. Internal controls are in place to ensure that any related party transactions involving Directors, or their connected parties, are conducted on an arm’s length basis. Directors have a continuing duty to update any changes to these conflicts. Significant agreements – change of control The Group’s term loan and revolving facility contain customary prepayment, cancellation and default provisions including, if required by a lender, mandatory prepayment of all utilisations provided by that lender upon the sale of all or substantially all of the business and assets of the Group or a change of control. The Company does not have agreements with any Director that would provide compensation for loss of office or employment resulting from a takeover except for provisions, which may cause awards granted under such arrangements to vest on a takeover. Corporate responsibility The Board considers that issues of corporate responsibility are important. The Board’s report, including the Group’s policies on employee involvement, is set out on pages 16 to 27. Applicants with disabilities are given equal consideration in our application process. In respect of existing employees and those who may become disabled, the Group’s policy is to examine ways and means to provide continuing employment under its existing terms and conditions and to provide training and career development, including promotion, wherever appropriate. Disabled employees have equipment and working practices modified for them as far as possible and practicable. Group Energy and Carbon Report This Energy and Carbon Report for the Group for the year ending 31 December 2021 is provided in compliance with the requirements for Streamlined Energy and Carbon Reporting, as set out in Part 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008. This Energy and Carbon Report focuses on the scope 1 and scope 2 emissions (and associated energy usage) which we are required to report separately under the regulations. For a broader discussion of the Group’s carbon footprint, and its approach to emissions and sustainability please see the ESG: sustainability and corporate responsibility section of the Strategic Report and the separate Media.Monks ESG Report. Amongst other things this includes discussion of our scope 3 emissions. Streamlined Energy and Carbon Reporting energy data and emissions Emissions UK and offshore 2021 UK and offshore 2020 Global 2021 Global 2020 Scope 1 (tCO2e) 15.04 7.44 164.9 210.60 Scope 2 (tCO2e) 14.17 10.69 579.52 387.92 Scope 1 and 2 (tCO2e) 29.21 18.13 744.42 598.52 Energy consumption UK and offshore 2021 UK and offshore 2020 Global 2021 Global 2020 Total energy consumption used to calculate above emissions (kWh) 158.574 95,800 4,050,717 2,644,960 Intensity ratio UK and offshore 2021 UK and offshore 2020 Global 2021 Global 2020 Emissions (scope 1 and scope 2) per FTE in Kg (CO2e) 204.3 171.98 192.64 240.63 94 S4Capital Annual Report and Accounts 2021

3 Comparison against previous year’s emissions For the year to 31 December 2020, the Group measured its global carbon footprint for the first time. As 2020 and 2021 were both abnormal years with regards to the covid-19 measurements all over the world, caution needs to be taken in comparing 2020 and 2021 figures. The Group’s reported UK energy usage for the year to 31 December 2021 was 158.574 kWh (2020: 95.800kWh), with an intensity ratio of 204.3 kg CO2e per FTE (2020: 171.98 kg CO2e per FTE). This shows that our absolute energy consumption as well as our intensity emissions have gone up in the UK specifically. However, the closure and/or limited occupancy of a number of offices in 2020 as well as 2021 due to covid-19 needs to be taken into account in any comparison of the 2020 and 2021 figures. The longer-term impact of changing working patterns (as a result of covid-19 and otherwise) on its carbon footprint is something that the Group will keep on monitoring going forwards. Methodology The Group calculated its emissions in accordance with the GHG Reporting Protocol – Corporate Standard. For the energy and emissions calculations, we have used actual data where possible. However, in some cases, estimates based on extrapolation had to be used. For example, for some of the Group’s shared offices the energy use (and cost) is shared amongst various different organisations inhabiting what is effectively the same space – and in these cases we have had to extrapolate the Group’s share of the consumption based on a headcount or other reasonable basis. To convert input energy usage data (e.g. electricity used, number of kilometres driven) to CO2, we have used the most recent and applicable available conversion factors (e.g. from DEFRA or CO2emissiefactoren.nl). For electricity consumption, those conversion factors were location-based. We have also used appropriate recognised conversion factors to convert input data for gas, district heating and company cars into kWh for the reporting of overall energy usage. The averages per FTE used in the intensity ratios are based on the average number of FTE from entities in scope throughout the year (which for 2021 was 3,824). Also note that due to covid-19 many of our offices were only open for a few months of the year and data from the home-workspaces of our employees (e.g. gas and electricity use) is not included in the reported emissions. Energy efficiency actions taken The Group continually looks for opportunities to improve the energy efficiency of its business. As an expanding business, an important element of this is new offices. Sustainability matters are taken into account in our selection and integration of new offices. For our current offices, we sent out a questionnaire in 2021 regarding sustainability measures taken. This includes for example questions on whether the local office procures green energy or has LED lighting installed. Based on this information we aim to work on a specific plan for each office since the barriers for sustainable energy consumption and efficiency are often local. Another important element regarding energy efficiency is the electricity and server use for the work the Group is doing for its clients. With the Sustainable Work pillar and specifically the Green Production Manifesto that was developed in 2021 and will be brought further during the coming years, the Group is looking to identify ways to decrease its energy consumption in this area – for example, by making algorithms smaller. These measures will not only reduce the energy consumption for the Group, but also the end-consumer. For a wider discussion of the Group’s initiatives relating to energy efficiency and sustainability please see the ESG: sustainability and corporate responsibility section of the Strategic Report (see page 16) and the 2021 Media.Monks ESG Report. Employees The Group is committed to equal opportunities and non-discrimination in all aspects of employment, regardless of age, beliefs, physical challenges, ethnic origin, gender, marital status, race, religion or sexual orientation. The Group also complies with all applicable national and international human and labour rights within the locations in which it operates. Robust communications channels ensure that our people are kept informed of the Group’s activities, performance and future plans. S4Capital Annual Report and Accounts 2021 95

Governance Report Directors’ Report continued Political donations During the year the Group did not make any donations or contributions to any political party or other political organisation and did not incur any political expenditure within the meanings of sections 362 to 379 of the Companies Act 2006. Events after the balance sheet date Events after the balance sheet date are disclosed in Note 28 to the financial statements. Annual General Meeting The ‘hybrid’ AGM of the Company will be held at 1.00 pm on 16 June 2022. For participation details please refer to the Notice of AGM. The resolutions being proposed at the 2022 AGM include the receipt of this Annual Report and Accounts including the Directors’ Remuneration Report, the approval of the revised Directors’ Remuneration Policy, the election or re-election of members of the Board, the reappointment of the auditors, the renewal for a further year of the limited authority of the Directors to allot the unissued share capital of the Company and the disapplication of pre-emption rights, the renewal of the authority to make off-market purchases, the request for shareowner approval to reduce the notice period for calling general meetings (other than the AGM) to 14 clear days, the approval of the capitalisation of the Company’s merger reserve, the approval of a capital reduction, an amendment to the Company’s articles of association, and the approval of a new schedule to the Company’s Employee Share Ownership Plan. Fairness Statement The Board considers that the Annual Report and Accounts, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareowners to assess the Company’s position and prospects, including its performance, business model and strategy. While this is the Board’s responsibility, it is overseen by the Audit and Risk Committee who ensure that management’s disclosures reflect the supporting detail or challenge them to explain and justify their interpretation. The Audit and Risk Committee reports its findings and makes recommendations to the Board accordingly. The Audit and Risk Committee is supported in this role by using the expertise of the statutory auditor, who in the course of the audit, considers whether accounts have been prepared in accordance with IFRS and whether adequate accounting records have been kept. Going concern The Group’s business activities, together with the factors likely to affect its future development, performance and position are set out on pages 8 to 38. The financial position of the Group, its billings, gross profit and profitability are described on page 98 onwards. In addition, Note 5 to the Group financial statements include the Group’s objectives, policies and processes for managing its capital and financial risk, its financial risk management objectives, details of its financial instruments and hedging activities and its exposures to credit risk and liquidity risk. Having considered the Group’s cash flows, liquidity position and borrowing facilities, the Board has a reasonable expectation that the Company and Group have adequate resources to meet their financial obligations as they fall due for a period of at least 12 months from the date of signing these financial statements and future and have therefore continued to adopt the going concern basis in preparing these financial statements. For further details on going concern see Note 2 on page 113. Independent auditors PricewaterhouseCoopers LLP has confirmed its willingness to continue as auditors of the Group. In accordance with section 489 of the Companies Act 2006, separate resolutions for the appointment of PricewaterhouseCoopers LLP as auditors of the Group and for the Directors to determine its remuneration will be proposed at the forthcoming AGM of the Company. 96 S4Capital Annual Report and Accounts 2021

3 Statement of Directors’ responsibilities in respect of the financial statements The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation. Company law requires the Directors to prepare financial statements for each financial year. Under that law the directors have prepared the group financial statements in accordance with UK-adopted international accounting standards and the company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101 “Reduced Disclosure Framework”, and applicable law). Under company law, directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company and of the profit or loss of the Group for that period. In preparing the financial statements, the Directors are required to: • select suitable accounting policies and then apply them consistently; • state whether applicable UK-adopted international accounting standards have been followed for the Group financial statements and United Kingdom Accounting Standards, comprising FRS 101 have been followed for the Company financial statements, subject to any material departures disclosed and explained in the financial statements; • make judgments and accounting estimates that are reasonable and prudent; and • prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and Company will continue in business. The Directors are responsible for safeguarding the assets of the Group and Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors are also responsible for keeping adequate accounting records that are sufficient to show and explain the Group’s and Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company and enable them to ensure that the financial statements and the Directors’ Remuneration Report comply with the Companies Act 2006. The Directors are responsible for the maintenance and integrity of the company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. S4Capital Annual Report and Accounts 2021 97

Governance Report Directors’ Report continued Directors’ confirmations Each of the Directors, whose names and functions are listed in the Governance Report confirm that, to the best of their knowledge: • the Group financial statements, which have been prepared in accordance with UK-adopted international accounting standards, give a true and fair view of the assets, liabilities, financial position and loss of the Group; • the Company financial statements, which have been prepared in accordance with United Kingdom Accounting Standards, comprising FRS 101, give a true and fair view of the assets, liabilities and financial position of the company; and • the Strategic Report includes a fair review of the development and performance of the business and the position of the Group and Company, together with a description of the principal risks and uncertainties that it faces. In the case of each director in office at the date the Directors’ Report is approved: • so far as the Director is aware, there is no relevant audit information of which the Group’s and Company’s auditors are unaware; and • they have taken all the steps that they ought to have taken as a Director in order to make themselves aware of any relevant audit information and to establish that the Group’s and Company’s auditors are aware of that information. Approved by the Board on 14 May 2022 and signed on its behalf by: Sir Martin Sorrell Mary Basterfield Executive Chairman Group Chief Financial Officer 14 May 2022 98 S4Capital Annual Report and Accounts 2021

Independent auditors’ report to 3 4 the members of S Capital plc Report on the audit of the financial statements Opinion In our opinion: 4 • S Capital plc’s Group financial statements and Company financial statements (the ‘financial statements’) give a true and fair view of the state of the Group’s and of the Company’s affairs as at 31 December 2021 and of the Group’s loss and the Group’s cash flows for the year then ended; • the Group financial statements have been properly prepared in accordance with UK-adopted international accounting standards; • the Company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101 ‘Reduced Disclosure Framework’, and applicable law); and • the financial statements have been prepared in accordance with the requirements of the Companies Act 2006. We have audited the financial statements, included within the Annual Report and Accounts 2021 (the ‘Annual Report’), which comprise: the Consolidated and Company balance sheets as at 31 December 2021; the Consolidated statement of profit or loss, the Consolidated statement of comprehensive income, the Consolidated statement of cash flows and the Consolidated and Company statements of changes in equity for the year then ended; and the Notes to the financial statements, which include a description of the significant accounting policies. Our opinion is consistent with our reporting to the Audit and Risk Committee. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (‘ISAs (UK)’) and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independence We remained independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC’s Ethical Standard, as applicable to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s Ethical Standard were not provided. Other than those disclosed in Note 7, we have provided no non-audit services to the Company in the period under audit. Our audit approach Context 4 S Capital plc is a United Kingdom-based company that provides digital advertising and marketing services via three operating segments: Content, Data&Digital Media (DDM) and Technology Services. In the current year, the Group has continued on a strategy of rapid growth through acquisition as further disclosed within Note 4 of the financial statements. Further details regarding our audit procedures over the significant acquisitions in the year have been detailed within our Key Audit Matter in relation to Purchase price allocation and acquisition accounting for significant acquisitions. S4Capital Annual Report and Accounts 2021 99

Governance Report Independent auditors’ report to the members 4 of S Capital plc continued Overview Audit scope We conducted an audit of the complete financial information of eight components (‘full scope’). Specific balances and financial statement line items were audited within additional components based on their size. Purchase price allocation and acquisition accounting and share-based payments were tested at the Group level. The components where we performed an audit of complete financial information, in addition to the audit of consolidation journals and specified procedures over other components accounted for 74% of Group revenue. Key Audit Matters • Purchase price allocation and acquisition accounting for significant acquisitions (Group). • Fraud in revenue recognition (Group). • Revenue and cost of sales recognition over time on Content contracts (Group). • Loan refinancing (Group). • Existence of bank and cash (Group). • Carrying value of Investments (Company). Materiality • Overall Group materiality: £6.8 million (2020: £3.4 million) based on approximately 1% of revenue. • Overall Company materiality: £9.0 million (2020: £7.0 million) based on approximately 1% of total assets. • Performance materiality: £5.1 million (2020: £2.6 million) (Group) and £6.8 million (2020: £5.3 million) (Company). The scope of our audit As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. The Group’s financial statements are a consolidation of 126 legal entities which are included in the Content, DDM or Technology Services segments, of which one entity is split into three reporting branches. We identified that each legal entity and the three reporting branches meet the criteria for a component, and based on this methodology, 28 components (16 Content, six DDM, one Technology Services and five Holding companies (including the debt holding company and the Parent Company) were identified as in scope. Two of these components were deemed financially significant as their revenue made up more than 10% of the Group revenue, and an audit of their complete financial information was performed by the component auditors. We instructed component teams to perform audits of the complete financial information of a further six entities (bringing the total to eight full scope entities) and 20 were identified as in scope due to having individually large or unusual balances. This includes the entity holding the majority of the Group’s external borrowings which was included in scope due to the individually large balance and its relevance to a significant risk. Our audit scope addressed 74% of Group revenue. Of the 28 components in scope, 18 trading components were audited by component auditors. The remaining five trading components and five Holding companies (including the debt holding company and the Parent Company) were audited by the Group audit team. Opinions were received from our PwC component teams as envisaged with the exception of four Content components, where modified opinions were received in respect of revenue and cost of sales on open contracts, representing approximately 5% of recognised Group revenue, as a result of significant control deficiencies in those components. Following on from the four modified opinions, the Group team performed additional work over revenue and cost of sales in order to reach a conclusion – see the Key Audit Matter in respect of ‘Revenue and cost of sales recognition over time on Content contracts (Group)’ below. Key Audit Matters Key Audit Matters are those matters that, in the auditors’ professional judgment, were of most significance in the audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by the auditors, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters, and any comments we make on the results of our procedures thereon, were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. This is not a complete list of all risks identified by our audit. 100 S4Capital Annual Report and Accounts 2021

3 Revenue and cost of sales recognition over time on Content contracts (Group), Existence of bank and cash (Group) and Loan refinancing (Group) are new Key Audit Matters this year. As we emerge from the pandemic, because of the relatively insignificant financial and operational impact of the covid-19 pandemic on the Group’s activities in the year under audit, we have no longer included a Key Audit Matter on the Impact of covid-19 (Group and Parent). Key Audit Matter How our audit addressed the Key Audit Matter Purchase price allocation and acquisition accounting We obtained the sale and purchase agreements (SPAs) for for significant acquisitions (Group) each acquisition in the period and read them to ensure that Refer to Note 2D (Critical accounting estimates and we understood the substance of the transaction, including the judgments), 3H (Intangible assets) and Note 4 (Acquisitions). consideration and the assets and liabilities acquired. We tested cash consideration to bank statements and checked that any During the year the Group made a number of acquisitions for deferred and/or contingent consideration had been correctly a total consideration of £219.7 million (see Note 4). As a result recognised in line with the acquisition agreements. of the 2021 acquisitions, the following intangible assets were We reviewed the purchase price allocation reports provided recognised: customer relationships £86.6 million; brands by management’s expert and considered the expert’s ability £2.8 million; order backlog £3.5 million, software £0.8 million, to prepare an analysis to reasonably estimate the value of the and goodwill of £135.0 million. The Group also finalised acquired intangible assets. We assessed the completeness of the the purchase price allocation of Decoded Advertising, intangible assets recognised by management and the valuation Metric Theory, Brightblue and Orca Pacific resulting in the methodologies used, to consider if these were appropriate methods recognition of intangible assets for customer relationships of valuation for these types of assets. We utilised our valuations of £56.5 million, brand names of £1.8 million, order backlog experts in performing the audit of purchase price allocation and of £3.0 million and software of £2.5 million. acquisition accounting, including the assessment of the valuation Accounting for business combinations can be complex, methodologies and assumptions applied by management and particularly in relation to the identification of intangible their expert. assets and accounting for deferred and/or contingent We recalculated the 2021 and prior year restated amounts as a consideration. Management used an expert to assist them result of the finalisation of prior year acquisition accounting in with the acquisition accounting. We focused on the judgments accordance with IFRS 3 Business Combinations included within the management made in these respects, particularly in relation financial statements. We tested the accuracy and completeness of to the identification and valuation of intangible assets and the the models used for calculating the separately identified intangible critical estimates that could lead to a material misstatement assets by checking for consistency and comparing them to of intangible assets. models used on prior acquisitions within the Group and to those typically used in the industry. We challenged management in particular on the recognition of customer relationships and were able to corroborate these to historical customer data or acquisition specific circumstances. We agreed the underlying projections to management’s cash flow models signed off by the Board as part of their due diligence to ensure both consistency and actual cash flows being in line with those predicted. We challenged the key assumptions used including terminal growth rates and discount rates. We agreed the current assets and liabilities acquired, which consisted mainly of cash and debtor balances, by vouching them to supporting documentation such as bank statements and confirming that they had been treated in line with the terms of the contract. The recognition of intangible assets is judgmental, but we are satisfied that the assumptions and models used by management are reasonable and consistent with prior years. We are satisfied that the treatment of consideration is in line with IFRS 3 and concur with management’s assumption that budgeted profit targets will be met on those acquisitions with contingent consideration. Fraud in revenue recognition (Group) To address the occurrence risk, testing for 23 components Refer to Note 3C (Revenue recognition). was completed to identify unusual revenue journal postings. We reviewed the working papers of the component teams, attended As the Group has ambitious growth plans, we considered calls and discussions to ensure the correct approach was adopted the incentive for management to perpetrate fraud by posting and no issues were noted. The Group audit team also audited Group fictitious journals to revenue or by accelerating revenue from adjustments to revenue and completed the testing for components 2022 into the 2021 financial year in order to achieve targets. directly under the Group team’s scope. Consequently, we considered there to be a risk of material misstatement in relation to revenue. For 23 components, we determined that this risk related to the occurrence of revenue through posting fictitious journal entries with material revenue amounts and for components with material open contracts, to the accuracy of percentage of completion revenue on open contracts at the year-end (see Revenue recognition over time on content contracts (Group)) below. S4Capital Annual Report and Accounts 2021 101

Governance Report Independent auditors’ report to the members 4 of S Capital plc continued Key Audit Matter How our audit addressed the Key Audit Matter Revenue and cost of sales recognition over time on The significant risk related to the timing of revenue and cost of sales Content contracts (Group) recognition on open contracts is restricted to six of the 16 Content Refer to page 62 (Report of the Audit and Risk Committee), components where judgment is required and complexity arises in Note 2D (Judgment in relation to revenue and Note 3C identifying the performance obligations, whether the income should (Revenue recognition). be recognised over time or at a point in time and assessing the stage of delivery of performance obligations on open contracts at Assessing the timing of revenue and cost of sales recognised year end. on open contracts at the year-end is an area of complexity For these six Content components (including two audited by the and judgment is required in identifying the performance Group team) our audit procedures included the following: obligations, whether the income should be recognised over time or at a point in time and assessing the stage of delivery • we assessed the systems and controls in operation in the year; of performance obligations on open contracts where revenue • we analysed the total open contracts as at the year-end is recognised over time. by total contract value and against prior periods to identify Accounting for open contracts was based on the underlying unusual trends; systems and processes in each component. Due to the • on a sampling basis, we assessed contractual terms and typical term of contracts being between 3 to 6 months, a full assessed each of these terms (e.g acceptance criteria, delivery analysis by management of the key judgments including the and payment terms) to ensure that the application of these terms identification of performance obligations, agency vs principal were applied correctly within each project; relationships and in which period revenue and cost of sales should be recognised is typically not performed until after the • on the sample selected, we recalculated revenue recognised year end. This analysis is important in ensuring accuracy of based on the proportion of the service performed in respect percentage of completion. of each performance obligation by obtaining schedules of estimated effort to complete from project managers and Given the complexity in estimation and judgment involved, challenging the key supporting evidence to test its completeness the timing of revenue recognition and the accuracy of project and accuracy. The supporting evidence included signed revenue and related costs recorded within the financial statements of works, evidence of the delivery of content to statements is subject to both risk of error and fraud as there customers, project trackers, internal guidelines, sales invoices, is an incentive for management to manipulate the results by post-year end credit notes and subsequent bank receipts; moving 2022 revenue into 2021 in order to achieve targets. • we considered whether there was any evidence which As a result this was considered to be a significant audit risk. contradicted management’s assumptions regarding the Subsequent to the completion of our initial risk assessment, percentage of completion of the sampled contracts; and modified opinions were received from PwC component teams • we assessed the accounting for cost of sales in respect of the relating to revenue and cost of sales on open contracts, contracts subject to testing, including testing the consistency of representing approximately 5% of recognised Group revenue accounting for contract progress with the revenue recognition across four Content components as a consequence of estimates and extending our testing over the completeness of identifying significant control deficiencies. These significant recognition of liabilities (by testing payments made after the year control deficiencies also impacted two other Content end to check the period to which they related) over and above components in respect of the accuracy of percentage of that originally planned across six components. completion of open contracts. In addition, we identified a risk of error in relation to the misapplication of IFRS 15 Revenue The procedures performed in respect of four components where from Contracts with Customers (‘IFRS 15’) given the varying component auditors identified significant control deficiencies in the levels of understanding of this standard by management systems, processes and controls pertaining to the accuracy of the within these six components. These issues reinforced our percentage of completion on open contracts, and which resulted initial risk assessment and resulted in extended testing by the in the issuance of modified opinions by those PwC component Group audit team. audit teams, related to the assessment of the stage of delivery of the performance obligations on open contracts where revenue is recognised over time. During the course of our audit, management completed a reassessment of the revenue recognition on 26 open contracts in these four components resulting in a material adjustment to revenue and adjustments to cost of sales which collectively did not have a material impact on loss before tax. Following management’s reassessment, the Group audit team extended the scope of the procedures described above, compared to that originally planned, across all six relevant Content components (both those components where modified opinions were received from PwC component teams and the components audited by the Group audit team) to consider a wider range of contracts and management’s revised assessment taking into account any additional supporting evidence provided by management. Based upon the procedures performed, we concluded that, following management’s reassessment and adjustment, management’s judgment in respect of the application of IFRS 15 and the estimation of revenue recognition on open contracts was reasonable. 102 S4Capital Annual Report and Accounts 2021

3 Key Audit Matter How our audit addressed the Key Audit Matter Loan refinancing (Group) We obtained the loan agreements and supporting evidence for the Refer to Note 18. transaction costs capitalised. The Group arranged a secured Term Loan B of €375 million In relation to accuracy, we verified the accounting for the loan and (equivalent to £319.8 million) and a Revolving Credit Facility also the related transaction costs and whether the treatment applied of £100.0 million (which remained fully undrawn in 2021) and by management is in line with requirements of IFRS 9. We also prepaid its existing facilities including interest and break verified that the costs capitalised were in the nature of transaction costs which amounted to £109.3 million. Transaction costs of costs as per IFRS 9. £8.4 million were capitalised in accordance with IFRS 9. We also verified the interest cost for the period in line with the Accounting for financial liabilities can be technically complex terms of the agreement and checked that the transaction costs and increases the risk of error. We considered there to be a are appropriately amortised. We checked the disclosures made in risk of material misstatement in relation to the accuracy and the financial statements in relation to the drawdowns, repayments presentation and disclosure of the loan. and transaction costs and noted that these are consistent with our testing. Direct confirmation was obtained from Credit Suisse with respect to the term loan of €375.0 million and it was also confirmed that the Revolving Credit Facility was fully undrawn as at year end. Existence of bank and cash (Group) We obtained management’s schedule of bank accounts prepared Refer to Note 17. for the audit and compared this against known bank accounts from previous years and due diligence reports for completeness. We then The Group has grown considerably from acquisition and sought to confirm existence through confirmations, and where now stands at 126 legal entities with circa 400 separate confirmations were not received, through alternative procedures. bank accounts. Our component teams and the Group audit team received bank The Group does not have a Group treasury function. confirmations covering £298.3 million of the total cash balance Bank account controls for most acquisitions and new which also tie to bank reconciliations and the general ledger. entities remain decentralised with local management where For the remaining unconfirmed cash balances of £0.8 million a complete list of authorised bank signatories has not relating to six accounts, we performed alternative procedures such been maintained. as logging in to online banking portals to view year end balances Given the volume of bank accounts and lack of integration with management, obtaining year-end bank statements from into a Group treasury function, we identified a risk that bank management, and agreeing accounts back to due diligence reports account ownership and control may not have been transferred and PPA documents to verify ownership/transfer of control. As part 4 of our completeness checks, where there was a bank account in to S at acquisition or remain within the Group. the prior year, we checked that it was included in the current year balance or obtained evidence that the account had been closed during the year. From our procedures performed, we did not identify any material misstatements in the bank and cash balances. Carrying value of Investments (Company) In respect of investments in subsidiaries in the Company, we At 31 December 2021, the Company holds investments in undertook the following to test management’s assessment for subsidiaries amounting to £905 million (2020: £752 million). indicators of impairment: Investments in subsidiaries are accounted for at historical • verified the mathematical accuracy of management’s cost less accumulated impairment. assessment and that the net assets of the subsidiaries being Judgment is required to assess if impairment triggers assessed agreed to the respective subsidiary balance sheets at exist and where triggers are identified, if the carrying value 31 December 2021; and is supported by the recoverable amount. In assessing • independently performed an assessment of other internal and impairment triggers, management considers if the underlying external impairment triggers, including considering the market net assets of the investment support the carrying amount and capitalisation of the Group with reference to the carrying value of whether other facts and circumstances would be indicative of the investments in subsidiaries in the Company to identify other a trigger. possible impairment indicators. Based on management’s assessment, no impairment triggers As a result of our work, we are satisfied that management’s in respect of the carrying value of investments in subsidiaries impairment assessment is appropriate and that there are no were identified at the balance sheet date. indicators of impairment in respect of the carrying value of the Company’s investments in subsidiaries as at 31 December 2021. Refer to Note 1 of the Company’s financial statements. S4Capital Annual Report and Accounts 2021 103

Governance Report Independent auditors’ report to the members 4 of S Capital plc continued How we tailored the audit scope We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as a whole, taking into account the structure of the Group and the Company, the accounting processes and controls, and the industry in which they operate. As noted above, the Group’s financial statements are a consolidation of 126 legal entities which are included in the Content, DDM or Technology Services segments, of which one entity is split into three reporting branches. PwC identified that each legal entity and the three reporting branches meet the criteria for a component, and based on this methodology, 28 components were identified as in scope. Two of these components were deemed financially significant as their revenue made up more than 10% of the Group revenue. We instructed component teams to perform audits of the complete financial information of a further six entities (bringing the total to eight full scope entities) and 20 were identified as in scope due to having individually large or unusual balances. This includes the entity holding the majority of the Group’s external borrowings which was included in scope due to the individually large balance and its relevance to a significant risk. Our audit scope addressed 74% of Group revenue. Of the 28 components in scope, 18 trading components have been audited by component auditors. The remaining five trading components and five Holding companies (including the debt holding company and the Parent Company) have been audited by the UK Group audit team. Opinions were received from our PwC component teams as envisaged with the exception of four Content components, where modified opinions were received in respect of revenue and cost of sales on open contracts, representing approximately 5% of recognised Group revenue, as a result of control weaknesses in those components. As a result the Group team performed additional work over revenue and cost of sales in order to reach a conclusion – see the Key Audit Matter in respect of ‘Revenue and cost of sales recognition over time on Content contracts (Group)’ above. Our audit work across these components, together with the additional procedures performed at the Group level on the consolidation, share-based payments and acquisitions, gave us the evidence we needed for our opinion on the Group financial statements as a whole. The audit of the Company financial statements consisted of the full scope audit of one component which operates as the ultimate holding Company. Materiality The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and in aggregate on the financial statements as a whole. Based on our professional judgment, we determined materiality for the financial statements as a whole as follows: Financial Statements – Group Financial Statements – Company Overall materiality £6.8 million (2020: £3.4 million). £9.0 million (2020: £7.0 million). How we determined it Approximately 1% of revenue. Approximately 1% of total assets. Rationale for Given the emphasis on growth, For the period, we believe that total assets benchmark applied particularly over revenues, we is the primary measure considered by considered total revenues to be the shareowners with respect to the primary measure of the performance Company’s results, and is a generally of the Group for the year ended accepted auditing benchmark. 31 December 2021. For each component in the scope of our Group audit, we allocated a materiality that is less than our overall Group materiality. The range of materiality allocated across components was between £0.5 million and £4.3 million. We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of our audit and the nature and extent of our testing of account balances, classes of transactions and disclosures, for example in determining sample sizes. Our performance materiality was 75% (2020: 75%) of overall materiality, amounting to £5.1 million (2020: £2.6 million) for the Group financial statements and £6.8 million (2020: £5.3 million) for the Company financial statements. In determining the performance materiality, we considered a number of factors – the history of misstatements, risk assessment and aggregation risk and the effectiveness of controls – and concluded that an amount at the upper end of our normal range was appropriate. We re-assessed this following the issues encountered within the Content segment as referred to in the Key Audit Matter ‘Revenue and cost of sales recognition over time on Content contracts (Group)’ above and concluded the original performance materiality remained appropriate in light of the additional procedures performed by the Group team over the six components where the control deficiencies were identified. 104 S4Capital Annual Report and Accounts 2021

3 We agreed with the Audit and Risk Committee that we would report to them misstatements identified during our audit above £0.3 million (Group audit) (2020: £0.2 million) and £0.5 million (Company audit) (2020: £0.3 million) as well as misstatements below those amounts that, in our view, warranted reporting for qualitative reasons. Conclusions relating to going concern Our evaluation of the Directors’ assessment of the Group’s and the Company’s ability to continue to adopt the going concern basis of accounting included: • obtaining and reviewing the bank facility agreements including covenant arrangements; • assessing the appropriateness of the Board approved cash flow forecasts in the context of the Group’s 2021 financial position and evaluating the Directors’ downside sensitivities against these forecasts; • evaluating the key assumptions in the forecasts and considering whether these appeared reasonable, for example by comparing forecast sales growth to industry forecasts and historical growth rates achieved; • examining the minimum committed facility headroom under the base case cash flow forecasts and sensitised cases and evaluating whether the Directors’ conclusion that liquidity headroom remained in all events was reasonable; • obtaining and re-performing the Group’s most recent covenant compliance calculations and subsequent bi-annual forecast covenant compliance calculations based on the forecasts provided by management; and • evaluating the disclosures provided relating to the going concern basis of preparation, and confirming that these provided an explanation of the Directors’ assessment that was consistent with the evidence we obtained. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group’s and the Company’s ability to continue as a going concern for a period of at least 12 months from when the financial statements are authorised for issue. In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate. However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the Group’s and the Company’s ability to continue as a going concern. Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report. Reporting on other information The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’ report thereon. The Directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report based on these responsibilities. With respect to the Strategic Report and Directors’ Report, we also considered whether the disclosures required by the UK Companies Act 2006 have been included. Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as described overleaf. Strategic Report and Directors’ Report In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic Report and Directors’ Report for the year ended 31 December 2021 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements. S4Capital Annual Report and Accounts 2021 105

Governance Report Independent auditors’ report to the members 4 of S Capital plc continued In light of the knowledge and understanding of the Group and Company and their environment obtained in the course of the audit, we did not identify any material misstatements in the Strategic Report and Directors’ Report. Directors’ Remuneration In our opinion, the part of the Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006. Responsibilities for the financial statements and the audit Responsibilities of the Directors for the financial statements As explained more fully in the Statement of Directors’ responsibilities in respect of the financial statements, the Directors are responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The Directors are also responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the Directors are responsible for assessing the Group’s and the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or the Company or to cease operations, or have no realistic alternative but to do so. Auditors’ responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below. Based on our understanding of the Group and industry, we identified that the principal risks of non-compliance with laws and regulations related to employment legislation, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the financial statements such as tax legislation and the Companies Act 2006. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to manipulation of significant estimates including revenue recognition, acquisition adjustments and material allocations of value between amortising intangibles, goodwill and share-based payments. The Group engagement team shared this risk assessment with the component auditors so that they could include appropriate audit procedures in response to such risks in their work. Audit procedures performed by the Group engagement team and/or component auditors included: • discussions with management, the Audit and Risk Committee and the Group’s legal advisors, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud; • evaluation of management’s controls designed to prevent and detect irregularities: • challenging assumptions and judgments made by management in their significant accounting estimates, in particular in relation to revenue recognition (see related Key Audit Matter) and purchase price allocation (see related Key Audit Matter); and • identifying and testing journal entries, in particular any journal entries posted with unusual account combinations and period end journals. 106 S4Capital Annual Report and Accounts 2021

3 There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. Our audit testing might include testing complete populations of certain transactions and balances, possibly using data auditing techniques. However, it typically involves selecting a limited number of items for testing, rather than testing complete populations. We will often seek to target particular items for testing based on their size or risk characteristics. In other cases, we will use audit sampling to enable us to draw a conclusion about the population from which the sample is selected. A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report. Use of this report This report, including the opinions, has been prepared for and only for the Company’s members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing. Other required reporting Companies Act 2006 exception reporting Under the Companies Act 2006 we are required to report to you if, in our opinion: • we have not obtained all the information and explanations we require for our audit; or • adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been received from branches not visited by us; or • certain disclosures of Directors’ remuneration specified by law are not made; or • the Company financial statements and the part of the Remuneration Report to be audited are not in agreement with the accounting records and returns. We have no exceptions to report arising from this responsibility. Appointment Following the recommendation of the Audit and Risk Committee, we were appointed by the members on 28 January 2019 to audit the financial statements for the year ended 31 December 2018 and subsequent financial periods. The period of total uninterrupted engagement is four years, covering the years ended 31 December 2018 to 31 December 2021. Other matter In due course, as required by the Financial Conduct Authority Disclosure Guidance and Transparency Rule 4.1.14R, these financial statements will form part of the ESEF-prepared annual financial report filed on the National Storage Mechanism of the Financial Conduct Authority in accordance with the ESEF Regulatory Technical Standard (‘ESEF RTS’). This auditors’ report provides no assurance over whether the annual financial report will be prepared using the single electronic format specified in the ESEF RTS. Mark Jordan (Senior Statutory Auditor) for and on behalf of PricewaterhouseCoopers LLP Chartered Accountants and Statutory Auditors London 14 May 2022 S4Capital Annual Report and Accounts 2021 107

Financial statements Consolidated statement of profit or loss For the year ended 31 December 2021 2021 2020 Notes £000 £000 Revenue 6 686,601 342,687 Cost of sales 126,338 47,505 Gross profit 560,263 295,182 Personnel costs 7 412,537 205,135 Other operating expenses 7 49,829 30,561 Acquisition and set-up related expenses 7 83,496 14,338 Depreciation and amortisation 7 56,456 37,015 Total operating expenses 602,318 287,049 Operating (loss)/profit (42,055) 8,133 Adjusted operating profit 94,808 57,950 Adjusting items 26 (136,863) (49,817) Operating (loss)/profit (42,055) 8,133 Finance income 8 1,032 698 Finance expenses 8 (13,283) (5,735) Net finance expenses (12,251) (5,037) Loss on the net monetary position (1,344) – Loss/profit before income tax (55,650) 3,096 Income tax expense 9 (1,065) ( 7,025) Loss for the year (56,715) (3,929) Attributable to owners of the Company (56,715) (3,929) Attributable to non-controlling interests – – (56,715) (3,929) Loss per share is attributable to the ordinary equity holders of the Company Loss per share (pence) 10 (10.3) (0.8) Diluted loss per share (pence) 10 (10.3) (0.8) The accompanying notes on pages 113 to 160 form an integral part of the financial statements. 108 S4Capital Annual Report and Accounts 2021

Consolidated statement of comprehensive income 3 For the year ended 31 December 2021 2021 2020 £000 £000 Loss for the year (56,715) (3,929) Other comprehensive (loss)/income Items that may be reclassified to profit or loss Foreign operations – foreign currency translation differences (6,358) 2,905 Total other comprehensive (loss)/income (6,358) 2,905 Total comprehensive loss for the year (63,073) (1,024) Attributable to owners of the Company (63,073) (1,024) Attributable to non-controlling interests – – (63,073) (1,024) The accompanying notes on pages 113 to 160 form an integral part of the financial statements. S4Capital Annual Report and Accounts 2021 109

Financial statements Consolidated balance sheet At 31 December 2021 2020 1 2021 Restated Notes £000 £000 Assets Non-current assets Intangible assets 11 980,915 801,066 Right-of-use assets 19 36,608 26,830 Property, plant and equipment 12 21,548 14,537 Deferred tax assets 13 6,526 2,068 Other receivables 15 3,185 2,125 1,048,782 846,626 Current assets Trade and other receivables 16 335,498 181,708 Cash and cash equivalents 17 301,021 142,052 636,519 323,760 Total assets 1,685,301 1,170,386 Liabilities Non-current liabilities Deferred tax liabilities 13 68,478 59,794 Loans and borrowings 18 308,571 44,819 Lease liabilities 19 31,423 20,860 Contingent consideration 31,749 32,593 Other payables 20 2,845 1,941 443,066 160,007 Current liabilities Trade and other payables 20 324,059 191,069 Contingent consideration and holdback 86,370 37,330 Loans and borrowings 18 2,523 45,623 Lease liabilities 19 10,545 8,100 Tax liabilities 20 17,500 12,480 440,997 294,602 Total liabilities 884,063 454,609 Net assets 801,238 715,777 Equity Share capital 21 138,827 135,516 Reserves 21 662,311 580,161 Attributable to owners of the Company 801,138 715,677 Non-controlling interests 21 100 100 Total equity 801,238 715,777 Note: 1. Restated for the initial accounting for the business combinations of Decoded, Metric Theory, Orca Pacific and Brightblue as required by IFRS 3. Details are disclosed in Note 4. The accompanying notes on pages 113 to 160 form an integral part of the financial statements. The financial statements on pages 108 to 166 were approved by the Board of Directors on 14 May 2022 and signed on its behalf by: Sir Martin Sorrell Mary Basterfield Executive Chairman Group Chief Financial Officer Company’s registered number: 10476913 110 S4Capital Annual Report and Accounts 2021

Consolidated statement of cash flows 3 For the year ended 31 December 2021 2021 2020 Notes £000 £000 Cash flows from operations 23 68,496 72,428 Income taxes paid (13,874) (10,758) Net cash flows from operating activities 54,622 61,670 Cash flows from investing activities Investments in intangible assets 11 (3,458) (34) Investments in property, plant and equipment 12 (11,119) ( 7,396) Acquisition of subsidiaries, net of cash acquired (86,604) (124,155) Tax paid as result of acquisition (5,116) – Financial fixed assets (323) 871 Cash flows from investing activities (106,620) (130,714) Cash flows from financing activities Proceeds from issuance of shares 1,143 113,386 Additional borrowings during the year 18 342,994 45,622 Payment of lease liabilities 19 (10,903) (12,175) Repayments of loans and borrowings 18 (110,895) – Transaction costs paid on borrowings (8,379) (244) Interest paid (5,530) ( 742) Cash flows from financing activities 208,430 145,847 Net movement in cash and cash equivalents 156,432 76,803 Cash and cash equivalents beginning of the year 142,052 66,106 Exchange gain/(loss) on cash and cash equivalents 23 638 (857) 1 142,052 Cash and cash equivalents at 31 December 299,122 Note: 1. Including bank overdrafts of £1.9 million. Details are disclosed in Note 17. The accompanying notes on pages 113 to 160 form an integral part of the financial statements. S4Capital Annual Report and Accounts 2021 111

Financial statements Consolidated statement of changes in equity Foreign Accumu- Non- Share Share Merger Other exchange lated controlling Total 1 Number of capital premium reserves reserves reserves losses Total interests equity Equity Notes shares £000 £000 £000 £000 £000 £000 £000 £000 £000 Balance at 1 January 2020 469,227,259 117,307 174,302 205,717 (1,160) (18,750) (11,215) 466,201 100 466,301 Comprehensive loss for the year Loss for the year – – – – – – (3,929) (3,929) – (3,929) Foreign currency translation differences – – – – – 2,905 – 2,905 – 2,905 Total comprehensive loss for the year – – – – – 2,905 (3,929) (1,024) – (1,024) Transactions with owners of the Company Issue of Ordinary Shares 21 36,766,642 9,192 103,995 – – – – 113,187 – 113,187 Business combinations 21 34,744,022 8,686 84,564 – 28,655 – – 121,905 – 121,905 Employee share schemes 21 1,327,535 331 1,334 – (454) – 11,963 13,174 – 13,174 Balance as previously reported 542,065,458 135,516 364,195 205,717 27,041 (15,845) (3,181) 713,443 100 713,543 Restatement2 4 – – – – 2,234 – – 2,234 – 2,234 Balance as at 31 December 2020 542,065,458 135,516 364,195 205,717 29,275 (15,845) (3,181) 715,677 100 715,777 Comprehensive loss for the year Loss for the year – – – – – – (56,715) (56,715) – (56,715) Foreign currency translation differences – – – – – (6,358) – (6,358) – (6,358) Hyperinflation revaluation – – – – 1,633 – – 1,633 – 1,633 Total comprehensive loss for the year – – – 1,633 (6,358) (56,715) (61,440) – (61,440) Transactions with owners of the Company Issue of Ordinary Shares – – – – – – – – – – Business combinations 21 13,242,114 3,311 82,715 – 45,856 – – 131,882 – 131,882 Employee share schemes 22 – – – – (110) – 15,129 15,019 – 15,019 Balance as at 31 December 2021 555,307,572 138,827 446,910 205,717 76,654 (22,203) (44,767) 801,138 100 801,238 Notes: 1. Other reserves include the deferred equity consideration of £77.0 million, made up of the following: Decoded for £47.9 million, Raccoon for £16.8 million, 4 Cashmere for £6.9 million and Zemoga £5.4 million (2020: £28.9 million), the treasury shares issued in the name of S Capital Group to an employee benefit trust for the amount of £2.5 million (2020: £ 3.8 million), and hyperinflation impact in Argentina of £1.6m (2020: nil). 2. Restated deferred equity consideration for the business combination of Decoded as required by IFRS 3. Details are disclosed in Note 4. The accompanying notes on pages 113 to 160 form an integral part of the financial statements. 112 S4Capital Annual Report and Accounts 2021

N otes to the consolidated financial statements 3 1. General information S4Capital plc (‘S4Capital’ or ‘Company’), is a public Company, limited by shares, incorporated on 14 November 2016 in the United Kingdom. The Company has its registered office at 12 St James’s Place, London SW1A 1NX, United Kingdom. The consolidated financial statements represent the results of the Company and its subsidiaries (together referred to as ‘S4Capital Group’ or the ‘Group’). An overview of the subsidiaries is included in Note 14. S4Capital Group is a new age/new era digital advertising and marketing services company. 2. Basis of preparation A. Statement of compliance On 31 December 2020, IFRS as adopted by the European Union at that date was brought into UK law and became UK-adopted International Accounting Standards, with future changes being subject to endorsement by the UK Endorsement Board. S4Capital transitioned to UK-adopted International Accounting Standards in its Company financial statements on 1 January 2021. This change constitutes a change in accounting framework. However, there is no impact on recognition, measurement or disclosure in the period reported as a result of the change in framework. The financial statements of S4Capital plc have been prepared in accordance with UK-adopted International Accounting Standards and with the requirements of the Companies Act 2006 as applicable to companies reporting under those standards. The consolidated financial statements were authorised for issue by the Board of Directors on 14 May 2022. B. Functional and presentation currency The consolidated financial statements are presented in Pound Sterling (£ or GBP), the Company’s functional currency. All financial information in Pound Sterling has been rounded to the nearest thousand unless otherwise indicated. C. Basis of measurement The consolidated financial statements are prepared on a going concern basis. The consolidated financial statements are prepared on the historical cost basis, except for the fair value measurement of contingent considerations. The accounting principle have been consistently applied over the reporting periods. Going concern The directors have considered the ability of the Group and Company to continue as a going concern. To date, the tragedy of covid-19 has only accelerated the speed of digital transformation and disruption at consumer, media and enterprise levels. These results confirm that S4Capital is currently in a growth sweet spot and that its strategy built around its digital only, faster, better, cheaper, unitary, ‘holy trinity’ model, which combines first party data with digital content, data and digital media, is migrating from brand awareness and trial to conversion at scale. As mentioned in its preliminary results announcement, the Group is forecasting significant growth for 2022 and 2023. The directors have considered the Group’s cash flow forecasts for the period up to 31 December 2023 under base and severe but plausible downside scenarios, with consideration given to the uncertainties like inflation and the covid-19 pandemic and the impact of those uncertainties on growth rates, the wider macro-economic environment, and the Group. The key assumptions in the base case are growth rates in line with the Group’s board approved 2022-24 three- year plan, which calls for a like-for-like doubling of top line and EBITDA levels returning to prior levels. Plausible but severe downside scenarios take into consideration the two years of experience of the actual impact of covid-19 on the Group during 2021 and 2020. Management believes these forecasts have been prepared on a prudent basis and have consideration of possible effects on the growth rates, trading performance and a number of available mitigating cost actions. The Group has considerable financial resources available. As at 31 December 2021, the Group has £401 million in financial resources (cash and cash equivalent balances of £301 million, and a five year £100 million equivalent undrawn multicurrency senior secured revolving credit facility). The facilities are intended to cover the financing of the cash portion of any acquisition consideration and associated acquisition costs and have to provide the Group with sufficient working capital. The Board is satisfied that the Group and Company will be able to operate within the level of its current debt and RCF facilities and has sufficient liquidity to meet its financial obligations as they fall due for a period of at least 12 months S4Capital Annual Report and Accounts 2021 113

Financial statements N otes to the consolidated financial statements continued from the date of signing these financial statements. For this reason, the Group and Company continue to adopt the going concern basis in preparing its financial statements. D. Critical accounting estimates and judgments In preparing these consolidated financial statements, S4Capital Group makes certain estimates and judgments. Estimates and judgments are continually evaluated based on historical experience and other factors, including the expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and judgments. The judgments and estimates that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below. Judgments Use of alternative performance measures In establishing which items are disclosed separately as adjusting items to enable a better understanding of the underlying financial performance of the Group, management exercise judgment in assessing the size and nature of specific items. The Group uses alternative performance measures as we believe these measures provide additional useful information on the underlying trend, performance, and position of the Group. These underlying measures are used by the Group for internal performance analyses, and credit facility covenants calculations. The alternative performance measures include ‘adjusted operating profit’, ‘adjusting items’, ‘adjusted operational EBITDA’ and ‘EBITDA’ (earnings before interest, tax, depreciation). The terms ‘adjusted operating profit’, ‘adjusting items’, ‘adjusted operational EBITDA’ and EBITDA are not defined terms under IFRS and may therefore not be comparable with similarly titled profit measures reported by other companies. The measures are not intended to be a substitute for, or superior to, GAAP measures. A full list of alternative performance measures and non-IFRS measures together with reconciliations to IFRS or GAAP measures are set out in Note 26. Judgmental tax positions The Group is subject to sales tax in a number of jurisdictions. Judgment is required in determining the provision for sales taxes due to uncertainty of the amount of tax that may be payable. Provisions in relation to uncertain tax positions are established on an individual rather than portfolio basis, considering whether, in each circumstance, the Group considers it is probable that the uncertainty will crystallise. Impairment – assessment of CGUs and assessment of indicators of impairment Where possible, impairment is assessed at the level of individual assets. When, however, this is not possible, then the Cash Generating Unit (‘CGU’) level is used. A CGU is the smallest identifiable asset or group of assets that generates independent cash flows. Judgment is applied to identify the Group’s CGUs; however, they are principally comprised of the Group’s operating segments. This is on the basis that each of these segments are integrated operating businesses and represent the lowest level at which independent cash flows are generated. External and internal factors as described in IAS 36 are monitored for indicators of impairment. Where management have concluded that such an indication of impairment exists then the recoverable amount of the asset is assessed. Management’s approach for determining the recoverable amount of a CGU is based on the higher of value in use or fair value less cost to dispose. In this case, value in use is the higher of the two. Value in use calculations are compared with the carrying value of the CGU assets. Generally, discounted cash flow models, based on budgets and a growth rate, are used to determine the recoverable amount of CGUs. The appropriate estimates and assumptions used include significant estimation uncertainty. Goodwill is always allocated to a CGU and never considered in isolation. The results of impairment reviews conducted at the end of the year are disclosed in Note 11 for those relating to goodwill. The variables used in the assessment of the recoverable amount include: • budgets and estimated growth rate; • discount rate used to calculate present value of future cash flows. Revenue recognition Judgment is required in assessing as to recognise revenue over time or at a point in time, specifically for fixed fee contracts. Further details are set out in the accounting policy Note C. Revenue recognition. 114 S4Capital Annual Report and Accounts 2021

3 Estimates and assumptions Measurement of consideration and assets and liabilities acquired as part of business combinations Estimates are required to value the assets and liabilities acquired in business combinations. Intangible assets such as brands are commonly a core part of an acquired business as they allow us to obtain more value than would otherwise be possible. In the financial year 2021, the following businesses were acquired: • TOMORROW • STAUD STUDIOS • Datalicious • Jam3 • Raccoon • Destined • Cashmere • Zemoga • Miyagi • Maverick We involved external professionals to advise on the valuation techniques and key assumptions in the valuation of the material acquisitions. The judgments made are based on frequently used valuation techniques such as the ‘relief from royalty method’ for brands, the ‘excess earnings method’ for customer relationships and order backlog. This input, combined with our internal knowledge and expertise on the relevant market growth opportunities, enabled us to determine the appropriate brands, customer relationships and order backlog valuations. Additionally, contingent consideration depends on an acquired business achieving targets within a fixed period. Estimates of future performance are required to calculate the obligations at the time of acquisition and at each subsequent reporting date. Contingent consideration, which may include revenue threshold milestones is fair valued at the date of acquisition using decision-tree analysis with key inputs including revenue projections based on the Group’s internal forecasts. Unsettled amounts of consideration are held at fair value within payables with changes in fair value recognised immediately in the profit and loss statement. See Note 4 for further information. E. Measurement of fair values A number of the Group’s accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities. When measuring the fair value of an asset or a liability, the Group uses market observable data as far as possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows: • Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities. • Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). • Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs) as applicable for contingent consideration. Further information about the assumptions made in measuring fair values is included in the applicable Notes. F. Presentation of the income statement For the presentation of the operating expenses in the income statement, the Group uses the nature of expense method, because this method provides information about expenses arising from the main inputs that are consumed in order to accomplish the Group’s business activities—such as employees (labour and other employee benefits), and equipment (depreciation) and intangibles (amortisation). For the presentation of the gross profit in the income statement, the Group uses the function method, because this in line with the Group’s internal performance measurement. S4Capital Annual Report and Accounts 2021 115

Financial statements N otes to the consolidated financial statements continued G. New and amended standards and interpretations adopted by the Group In financial year 2021, the following amendments to standards and interpretations became effective: Interest Rate Benchmark Reform - phase 2 The amendments Interest Rate Benchmark Reform – phase 2 (amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16) issued by the IASB were effective from 1 January 2021. The amendments provide relief on certain existing requirements in IFRS Standards, relating to modifications of financial instruments and lease contracts or hedging relationships triggered by a replacement of a benchmark interest rate in a contract with a new alternative benchmark rate, as a result of Interest Rate Benchmark Reform. There has been no material impact to the Group’s financial statements as a result of the application of these amendments. Covid-19 Related Rent Concessions beyond 30 June 2021 The amendment to IFRS 16, Covid-19-Related Rent Concessions beyond 30 June 2021 issued by the IASB was effective from 1 April 2021. It provides an extension to the period under which practical relief to lessees could be applied in accounting for rent concessions occurring as a direct consequence of covid-19, as introduced in the original amendment, Covid-19-Related Concessions (amendment to IFRS 16). There has been no material impact to the Group’s financial statements as a result of the application of this amendment. IFRIC Agenda Decision on Accounting Treatment for Configuration and Customisation Costs in a Cloud Computing Arrangement In April 2021, an IFRIC agenda decision was issued in relation to the accounting treatment for configuration and customisation costs in a cloud computing arrangement. This guidance clarified that in order for an intangible asset to be capitalised in relation to customisation and configuration costs in a software-as-a-service (SaaS) arrangement, it is necessary for there to be control of the underlying software asset or for there to be a separate intangible asset which meets the definition in IAS 38 Intangible Assets. There has been no material impact to the Group’s financial statements as a result of the application of this interpretation. H. New and amended standards and interpretations not yet adopted Certain new and amended accounting standards and interpretations have been published that are not mandatory for 31 December 2021 reporting periods and have not been early adopted by the Group. None of these are expected to have a material impact on the Group in the current or future reporting periods and on foreseeable future transactions. 3. Significant accounting policies A. Basis of consolidation Business combinations The Group accounts for business combinations using the acquisition method when control is transferred to the S4Capital Group. To be considered a business, an acquisition has to include an input and a substantive process that together significantly contribute to the ability to create outputs. The consideration transferred in the acquisition is measured at fair value, as are the identifiable net assets acquired. Any goodwill that arises is tested annually for impairment. Any gain on a bargain purchase is recognised in the profit or loss immediately. Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities. The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts, to the extent that they exceed the settlement amounts, are recognised in the profit or loss. Any deferred consideration payable is measured at fair value at the acquisition date. If an obligation to pay deferred consideration that meets the definition of a financial instrument is classified as equity, then it is not remeasured, and settlement is accounted for within equity. Otherwise, other deferred consideration is remeasured at fair value at each reporting date and subsequent changes in the fair value of the deferred consideration are recognised in profit or loss. Any contingent consideration payable is measured at fair value at the acquisition date. Some contingent consideration arrangements might be tied to continued employment of the acquiree’s employees. These arrangements are generally recognised as employee compensation expense in the post-combination period. 116 S4Capital Annual Report and Accounts 2021

3 Subsidiaries Subsidiaries are entities controlled by the Company. The Company controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases. The Company recognises non-controlling interests in an acquired entity at the non-controlling interest’s proportionate share of the acquired entity’s net identifiable assets. Non-controlling interests within equity and within profit or loss for the year are presented separately. Transactions eliminated on consolidation Intra-Group balances and transactions, and any unrealised income and expenses arising from intra-Group transactions, are eliminated. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment. B. Segment reporting Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker has been identified as the Board of Directors. During the reporting period the Group was active in Content, Data&Digital Media and Technology Services. More detailed information is included in Note 6. C. Revenue recognition S4Capital Group produces digital campaigns, films, creative content, platforms and ecommerce for home-grown and international brands and provides data & digital media solutions for future thinking marketers and agencies. During the reporting period S4Capital Group combined with Zemoga, building a third practice area around technology services. S4Capital Group operates in the following operating segments: • The Content practice consists of both short-term, one to six months, projects with fixed pricing and also projects with longer-lasting characteristics with prices that are mostly based on actual time spent. • The Data&Digital Media practice consists of full-service campaign management analytics, creative production and ad serving, platform and systems integration and transition and training and education. Revenue from this segment is generated primarily from marketing platform services, various consulting arrangements and pass-through media. For contracts from customers where the Company is acting as an agent, pass-through expenses are deducted from revenue and cost of sales. • The Technology Services practice consists of digital transformation services in delivering advanced digital product design, engineering services and delivery services. The services consist of breadth of in-demand and specialised capabilities to deliver on customers’ digital product needs with prices that are mostly based on actual time spent. Determining the transaction price Billings comprise all gross amounts billed, or billable to clients and is stated exclusive of VAT and sales taxes. Billings is a non-GAAP measure and is included as it influences the quantum of trade and other receivables due to be recognised at a point in time. The balancing figure between billings and revenue is represented by costs incurred on behalf of clients with whom we operate as an agent. Revenue is stated exclusive of VAT and sales taxes. Net revenue is exclusive of third-party costs recharged to our clients where we are acting as principal. Measurement of revenue S4Capital Group determines all the separate performance obligations within the customers’ contract at contract inception. In general, S4Capital Group satisfies a performance obligation and recognises revenue over time. This is assessed on a contract by contract basis. In many cases, revenue is recognised over time because the customer consumes the service as it is performed or in the case where content is created, the customer takes control of that content throughout as it is produced. In some cases, there is no clear consumption by the customer or limited activities that transfer to the customer. In these cases, revenue is recognised over time if the asset has no alternative use to the Group and the Group is entitled to payment for performance-to-date. The asset for each project is produced to a customer’s specification and the asset can only be used by the customer. Entitlement is in some cases obtained through milestone payments that are paid with adequate frequency to represent performance-to-date. In limited cases, where no such evidence exists to recognise revenue over time, revenue might be recognised at a point in time generally when the services or created content is delivered to the customer. S4Capital Annual Report and Accounts 2021 117

Financial statements N otes to the consolidated financial statements continued For each performance obligation that is satisfied over time, revenue is recognised by measuring progress towards completion of that performance obligation. Judgment is applied in contracts with customers that significantly affect the determination of the amount and timing of revenue from contracts with customers. Revenue recognised over time is based on the proportion of the level of services performed. For short-term contracts within the Content Practice, costs incurred are used as an objective measure of performance. The primary input of substantially all work performed under these contracts is labour. If such information is not available, management estimates the proportion of service performed based on internal guidelines reflecting the level of effort required for each stage. Where the total project costs exceed the project revenue, the loss is recognised in cost of sales in the statement of profit or loss. A provision is recognised for such loss. For projects which are sold on a time and material basis and meet the criteria of recognising revenue over time, the revenue is recognised as the service is performed at the rate contracted on a time and material basis. Transaction revenue is recognised at a point in time once the transaction has occurred and is billed at the rate as per the contract. Accrued income and deferred income arising on contracts are included in trade and other receivables as accrued income (contract assets) and in trade and other payables as deferred income (contract liabilities), as appropriate. No element of financing is deemed present as the sales are made with a general credit term of 30 days; some large multinational customers have credit terms of 45 days to 120 days. Revenue is recognised when the revenue recognition criteria as disclosed above for each contract have been met. Practical exemptions S4Capital Group has applied the practical exemptions in IFRS 15: • not to account for significant financing components where the time difference between receiving consideration and transferring control of services or created content to its customer is one year or less; and • to expense the incremental costs of obtaining a contract when the amortisation period of the asset otherwise recognised would have been one year or less. Cost of sales Cost of sales represents the direct and indirect expenses that are attributable to the services or created content sold, recognised in the income statement as the expenses are incurred. D. Foreign currency The main currencies for S4Capital Group are the US dollar (USD), Euro (EUR) and Pound Sterling (£). Foreign currency transactions and balances • Foreign currency transactions are translated into the functional currency using the average exchange rates in the month. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at the reporting period end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of profit or loss. • Share capital, share premium and brought forward earnings are translated using the exchange rates prevailing at the dates of the transactions. Consolidation of foreign entities On consolidation, results of the foreign entities are translated from the local currencies to Pound Sterling, the presentation currency of the S4Capital Group, using average exchange rates during the period. All assets and liabilities are translated from the local functional currency to Pound Sterling using the reporting year end exchange rates. The exchange differences arising from the translation of the net investment in foreign entities are recognised in other comprehensive income and accumulated in a separate component of equity. Exchange differences are recycled to profit or loss as a reclassification adjustment upon disposal of the foreign operation. 118 S4Capital Annual Report and Accounts 2021

3 E. Employee benefits Short-term employee benefits Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount expected to be paid if S4Capital Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably. Share-based payments S4Capital Group issues equity-settled share-based payments (including share options) to certain employees and accounts for these awards in accordance with IFRS 2. The share-based payments are measured at fair value at the grant date. The fair value determined at the grant date is recognised in the income statement as an expense on a straight-line basis over the relevant vesting period, based on the Group’s estimate of the number of shares that will ultimately vest and adjusted for the effect of non-market vesting conditions. A detailed description of the share-based payment plans is included in Note 22. Defined contribution plans S4Capital Group accounts for retirement benefit costs in accordance with IAS 19 Employee Benefits. For defined contribution plans, contributions are charged to the statement of profit or loss as payable in respect of the accounting period. F. Hyperinflation in Argentina Argentina was designated as a hyperinflationary economy and the financial statements of the Group’s subsidiaries in Argentina have been adjusted for the effects of inflation. IAS 29 Financial Reporting in Hyperinflationary Economies requires that the income statement is adjusted for inflation in the period and translated at the year-end foreign exchange rate and that non-monetary assets and liabilities on the balance sheet are restated to reflect the change in purchasing power caused by inflation from the date of initial recognition. In 2021, this resulted in an increase in property, plant and equipment of £0.4 million, an increase in equity of £1.6 million and an income tax credit of £0.5 million on the balance sheet. The impact on other non-monetary assets and liabilities in the year was immaterial. In 2021, this resulted in a loss on the net monetary position of £1.3 million and an income tax credit of £0.5 million in the income statement. The FACPCE price index (Federación Argentina de Consejos Profesionales de Ciencias Económicas) of 582.5 was used at 31 December 2021 (2020: 385.8). The movement in this index during 2021 was 50.9%. Comparative amounts were not restated for hyperinflation as the business in Argentina was not material for the Group prior to 2021. G. Income tax Income tax expense comprises current and deferred tax. It is recognised in profit or loss except to the extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive income. Current tax Current tax comprises the expected tax payable or receivable on the taxable income or loss for the financial year and any adjustment to tax payable or receivable in respect of previous years. The amount of current tax payable or receivable is the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting date. Current tax assets and liabilities are offset only if certain criteria are met. Deferred tax Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes, except for temporary differences arising on: • the initial recognition of goodwill; • the initial recognition of assets or liabilities in a transaction which is not a business combination and that affects neither accounting nor taxable profit or loss; • investments in subsidiaries where the Group is able to control the timing of the reversal of the difference and it is probable that the difference will not reverse in the foreseeable future. S4Capital Annual Report and Accounts 2021 119

Financial statements N otes to the consolidated financial statements continued Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. It is measured using tax rates enacted or substantively enacted at the reporting date. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised; such reductions are reversed when the probability of future taxable profits improves. Unrecognised deferred tax assets are reassessed at each reporting date and recognised to the extent that it has become probable that future taxable profits will be available against which they can be used. H. Intangible assets Recognition and measurement Where an acquisition is made close to the year end, the standards permit provisional amounts to be used and subsequently remeasured up to 12 months from acquisition, as such intangibles is considered provisional as highlighted in Note 4. Goodwill S4Capital Group uses the acquisition method of accounting for the acquisition of subsidiaries. The consideration transferred is measured at the fair value of the assets given, equity instruments issued, and liabilities incurred or assumed at the date of exchange. Costs directly attributable to the acquisition are expensed in the year. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Goodwill represents the excess of the cost of the acquisition over the Group’s interest in the fair value of net identifiable assets and liabilities acquired. Goodwill is measured at cost less accumulated impairment losses. Where the fair value of identifiable assets, liabilities and contingent liabilities exceed the fair value of consideration paid, the excess is credited in full to the profit or loss on the acquisition date. Other intangible assets – arising on the acquisition of business combinations Brands, customer relationships and order backlog arising on the acquisition of business combinations, are measured at cost less accumulated amortisation and accumulated impairment losses. The acquired brands are well-known brands which are registered, have a good track record and have finite useful lives. Customer relationships are measured at the time of the business combination and have finite useful lives. Order backlog has finite useful lives and represents the contracted but not yet fulfilled revenues at the time of the business combination. Other intangible assets – development expenditure and purchased software Expenditure on research activities is recognised in profit or loss as incurred. Development expenditure is capitalised only if the expenditure can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable and the Group intends to and has sufficient resources to complete development and to use or sell the asset. Otherwise, it is recognised in profit or loss as incurred. Subsequent to initial recognition, development expenditure is measured at cost less accumulated amortisation and accumulated impairment losses. Purchased software packages have finite useful lives and are measured at cost less accumulated amortisation and accumulated impairment losses. Subsequent expenditure Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognised in profit or loss as incurred. Amortisation Amortisation is charged to profit or loss to allocate the cost of intangible assets over their estimated useful economic lives, using the straight-line method. Goodwill is not amortised. The estimated useful economic lives of intangible assets for current and comparative periods are as follows: • Brands 3 – 20 years • Customer relationships 10 – 16.5 years • Order backlog 3 – 12 months • Others 3 – 5 years Amortisation methods and useful lives are reviewed at each reporting date and adjusted if appropriate. 120 S4Capital Annual Report and Accounts 2021

3 I. Leases From 1 January 2019, each lease is recognised as a right-of-use asset with a corresponding liability at the date at which the lease asset is available for use by the Group. Interest expense is charged to the profit or loss over the lease period. The right of use asset is depreciated over the shorter of the asset’s useful life and the lease term on a straight- line basis. Depreciation is recognised in operating expenses costs and interest expense is recognised under finance expenses in the profit or loss. Assets and liabilities arising from a lease are initially measured on a present value basis. The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined, the lessee’s incremental borrowing rate is used, being the rate that the lessee would have to pay to borrow funds necessary to obtain an asset of similar value in a similar economic environment with similar terms and conditions. Right-of-use assets are measured at cost compromising the amount of the initial measurement of the lease liability, any lease payments made at or before the commencement date less any lease incentives received, any initial direct costs, and restoration costs. The lease term includes periods covered by an option to extend if the Group is reasonably certain to exercise that option. Right-of-use assets are reviewed for indicators of impairment. The Group has elected to use the exemption not to recognise right-of-use assets and lease liabilities for short term leases that have a lease term of 12 months or less and leases of low value assets. The payments associated with these leases are recognised as operating expenses over the lease term. J. Property, plant and equipment Recognition and measurement Property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss. Depreciation Depreciation is charged to profit or loss to allocate the cost of items of property, plant and equipment less their estimated residual values over their estimated useful lives, using the straight-line method. The estimated useful lives for current and comparative periods range as follows: • Right-of-use assets See I. Leases • Leasehold improvements Over life of lease (5 – 10 years) • Furniture and fixtures 5 years • Hard- and software 3 – 5 years • Other assets 3 – 5 years Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate. K. Impairment of non-financial assets Impairment of goodwill Goodwill is allocated to the appropriate cash generating units (CGUs). Goodwill is not amortised but is tested annually for impairment or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The recoverable amount is determined based on value in use calculations. The use of this method requires the estimation of future cash flows and the determination of a discount rate in order to calculate the present value of the cash flows. Any impairment in carrying value is charged to the consolidated statement of profit or loss. An impairment loss recognised for goodwill cannot be reversed. Impairment of other non-financial assets Other non-financial assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Any impairment in carrying value is being charged to the consolidated statement of profit or loss. Other non-financial assets that have been impaired are reviewed for possible reversal of the impairment loss at the end of each reporting period. The reversal is limited to the carrying amount net of depreciation, had no impairment loss been recognised in the prior reporting periods. S4Capital Annual Report and Accounts 2021 121

Financial statements N otes to the consolidated financial statements continued L. Financial instruments Financial instruments include non-current other receivables, trade and other receivables, cash and cash equivalents, loans and borrowings, other non-current liabilities, trade payables and other payables. Financial assets and financial liabilities – recognition and derecognition S4Capital Group initially recognises financial assets and financial liabilities issued on the date when they are originated. S4Capital Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred, or it neither transfers nor retains substantially all of the risks and rewards of ownership and does not retain control over the transferred asset. Any interest in such derecognised financial assets that is created or retained by S4Capital Group is recognised as a separate asset or liability. S4Capital Group derecognises a financial liability when its contractual obligations are discharged or cancelled or expire. Financial assets and financial liabilities are offset, and the net amount presented in the statement of financial position if, and only if, S4Capital Group has a legal right to offset the amounts and intends either to settle them on a net basis or to realise the asset and settle the liability simultaneously. Financial assets – measurement Financial assets at amortised cost These assets are initially recognised at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, they are measured at amortised cost using the effective interest method, less loss allowances. Trade receivables Trade receivables are measured at their transaction price less loss allowance. See Notes 5 and 16 for further information about the Group’s accounting for trade receivables and for a description of the Group’s impairment policies. Financial liabilities – measurement Financial liabilities are initially recognised at fair value less any directly attributable transaction costs. Subsequent to initial recognition, these liabilities are measured at amortised cost using the effective interest method. Trade payables These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial year which are unpaid. The amounts are unsecured and are usually paid within 30 to 120 days of recognition. Trade payables are presented as current liabilities unless payment is not due within 12 months after the reporting period. They are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method. 122 S4Capital Annual Report and Accounts 2021

3 M. Impairment of financial assets Loss allowances for financial assets are based on assumptions about risk of default and expected loss rates. The Group uses judgment in making these assumptions and selecting the inputs to the impairment calculation, based on the Group’s past history, existing market conditions as well as forward looking estimates at the end of each reporting period. Financial assets are measured through a loss allowance at an amount equal to: • the 12-month expected credit losses (expected credit losses that result from those default events on the financial instrument that are possible within 12 months after the reporting date); or • full lifetime expected credit losses (expected credit losses that result from all possible default events over the life of the financial instrument). A loss allowance for full lifetime expected credit losses is used for a financial instrument if the credit risk of that financial instrument has increased significantly since initial recognition, as well as to trade receivables. For all other financial instruments, expected credit losses are measured at an amount equal to the 12-month expected credit losses. The loss allowance for financial instruments is measured at an amount equal to lifetime expected losses if the credit risk of a financial instrument has increased significantly since initial recognition, unless the credit risk of the financial instrument is low at the reporting date in which case it can be assumed that credit risk on the financial instrument has not increased significantly since initial recognition. The credit risk is considered low if there is a low risk of default, the borrower has a strong capacity to meet its contractual cash flow obligations in the near term and adverse changes in economic and business conditions in the longer term may, but will not necessarily, reduce the ability of the borrower to fulfil its contractual cash flow obligations. It is presumed the credit risk has increased significantly when contractual payments are more than 30 days past due. If a significant increase in credit risk that had taken place since initial recognition and has reversed by a subsequent reporting period (cumulatively credit risk is not significantly higher than at initial recognition) then the expected credit losses on the financial instrument revert to being measured based on an amount equal to the 12-month expected credit losses. The Group applies the simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables. To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the days past due. N. Equity Financial instruments issued by the Group are treated as equity only to the extent that they do not meet the definition of a financial liability. The Group’s Ordinary Share capital is classified as equity instruments. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds. O. Cash flow statement The cash flow statement is prepared using the indirect method. The cash and cash equivalents in the cash flow statement comprise cash and cash equivalents except for deposits with a maturity of longer than three months and minus current bank loans drawn under overdraft facilities. Cash flows denominated in foreign currencies are converted based on average exchange rates. Exchange rate differences affecting cash items are shown separately in the cash flow statement. Income taxes paid and received are included in cash flows from operating activities. Dividends received are included in cash flows from investing activities and interest paid and dividends paid are included in cash flows from financing activities. Purchase consideration paid for acquired subsidiaries is included in cash flows from investing activities, insofar as the acquisition is settled in cash. Principal elements of lease payments are included in cash flows from financing activities. Cash and cash equivalents of the acquired subsidiaries is deducted from the purchase consideration. Transactions not resulting in inflow or outflow of cash are not included in the cash flow statement. S4Capital Annual Report and Accounts 2021 123

Financial statements N otes to the consolidated financial statements continued 4. Acquisitions A. Business Combinations Details of the fair value of identifiable assets and liabilities acquired, purchase consideration and goodwill of the subsidiaries acquired in the financial year 2021 are as follows: Jam3 Raccoon Cashmere Zemoga Others Total £000 £000 £000 £000 £000 £000 Intangible assets – Customer relationships 20,713 14,907 17,703 26,053 7,176 86,552 Intangible assets – Brand names 573 553 535 638 505 2,804 Intangible assets – Order backlog 1,243 – 466 1,252 586 3,547 Intangible assets – Software 661 168 – – – 829 Property, plant and equipment, ROU assets 832 1,175 2,670 954 3,218 8,849 Cash and cash equivalents 3,233 546 8,611 1,393 2,056 15,839 Trade and other receivables 4,513 3,719 2,885 4,874 4,927 20,918 Other non-current assets 38 9 145 369 142 703 Trade and other payables (3,871) (695) (8,629) (4,003) (4,699) (21,897) Current taxation (6,550) (865) (322) (37) (665) (8,439) Lease liabilities (461) (684) (2,697) (125) (2,387) (6,354) Other non-current liabilities – (25) – (792) (1,471) (2,288) Deferred taxation (1,178) – (5,237) ( 7,790) ( 2,132) (16,337) Net assets 19,746 18,808 16,130 22,786 7,256 84,726 Goodwill 18,564 14,955 29,308 41,069 31,079 134,975 Total purchase consideration 38,310 33,763 45,438 63,855 38,335 219,701 Payment in kind (common stock) 16,176 – 16,647 12,509 10,904 56,236 Cash 10,785 16,862 19,843 16,216 13,498 77,204 Deferred consideration – 16,834 6,156 5,454 – 28,444 Contingent consideration 11,349 67 2,792 29,676 13,933 57,817 Total purchase consideration 38,310 33,763 45,438 63,855 38,335 219,701 Cash purchase consideration 10,785 16,862 19,843 16,216 13,498 77,204 Cash and cash equivalents 3,233 546 8,611 1,393 2,056 15,839 Cash outflow on acquisition (net of cash acquired) 7,552 16,316 11,232 14,823 11,442 61,365 With all business combinations 100% of the voting equity interest has been acquired. The assets and liabilities in the table above remain provisional as the purchase price allocation have not been fully finalised at the end of the reporting period. 124 S4Capital Annual Report and Accounts 2021

3 In 2021, S4Capital Group combined with the following businesses: Content practice Jam3 On 25 March 2021, S4Capital plc announced (completed and control passed on 4 May 2021) the combination of MediaMonks with Jam3, a Toronto-based design and experience agency, for a total consideration of £38.3 million. Since the acquisition date, Jam3 contributed £19.9 million to the Group’s revenue and £2.7 million of profit for the year ended 31 December 2021. Cashmere On 3 September 2021, S4Capital plc announced (completed and control passed on 3 September 2021) the combination of Media.Monks with Cashmere, an iconic and creative marketing agency based in Los Angeles, for a total consideration of £45.4 million. Since the acquisition date, Cashmere contributed £13.5 million to the Group’s revenue and £0.9 million profit for the year ended 31 December 2021. Once the opening balance sheet is finalised the purchase price allocation can be concluded and therefore the calculated goodwill is provisional. During the measurement period in 2022, S4Capital plc will obtain the information necessary to identify and measure the assets and liabilities and retrospectively adjust the provisional amounts recognised at the acquisition date. Other Content practice Other combinations in 2021 of the Group’s Content practice were: • On 11 January 2021, S4Capital plc announced the combination with TOMORROW, an award-winning Shanghai- based creative agency. • On 20 January 2021, S4Capital plc announced the combination with STAUD STUDIOS, a German high-end creative production studio specialising in the automotive industry. • On 15 November 2021, S4Capital plc announced the combination with Miyagi, a leading creative content marketing agency, integrating strategy, creativity and production, further expanding its Content practice into Italy. The total consideration for the above three transactions is expected to be approximately £20.2 million. These acquisitions contributed £11 million revenue and £1.9 million profit. At the end of the reporting period the purchase price allocations for TOMORROW, STAUD STUDIOS and Miyagi have not been fully finalised and therefore the assets and liabilities remain provisional. Once the opening balance sheet is finalised the purchase price allocation can be concluded and therefore the calculated goodwill is provisional. During the measurement period in 2022, S4Capital Group will obtain the information necessary to identify and measure the assets and liabilities and retrospectively adjust the provisional amounts recognised at the acquisition date. Data&Digital Media practice Raccoon On 26 May 2021, S4Capital plc announced (completed and control passed on 26 May 2021) the combination of its Data&Digital Media practice with Raccoon Group, a leading digital performance agency in Brazil, for total consideration of £33.8 million. Since the acquisition date, Raccoon Group contributed £11.8 million to the Group’s revenue and £4.3 million of profit for the year ended 31 December 2021. Once the opening balance sheet is finalised the purchase price allocation can be concluded and therefore the calculated goodwill is provisional. During the measurement period in 2022, S4Capital Group will obtain the information necessary to identify and measure the assets and liabilities and retrospectively adjust the provisional amounts recognised at the acquisition date. Other Data&Digital Media practice Other combinations in 2021 of the Group’s Data&Digital Media practice are: • On 1 February 2021, S4Capital plc announced that MightyHive has acquired the assets of Datalicious, a leading Google Marketing Platform, Google Cloud and Google Analytics partner in Asia Pacific. • On 29 July 2021, S4Capital plc announced the combination with Salesforce specialist Destined expanding its data and digital media practice in Asia Pacific. • On 1 December 2021, S4Capital plc announced the combination with Maverick Digital, a leader in digital transformation strategy, Salesforce platform implementation, integration strategy & execution and managed services. S4Capital Annual Report and Accounts 2021 125

Financial statements N otes to the consolidated financial statements continued The total consideration for the above three transactions is expected to be approximately £18.1 million. These acquisitions contributed £2.7 million revenue and £0.1 million profit. At the end of the reporting period the purchase price allocations for Destined and Maverick have not been fully finalised and therefore the assets and liabilities remain provisional. Once the opening balance sheet is finalised the purchase price allocation can be concluded and therefore the calculated goodwill is provisional. During the measurement period in 2022, S4Capital Group will obtain the information necessary to identify and measure the assets and liabilities and retrospectively adjust the provisional amounts recognised at the acquisition date. Technology Services practice Zemoga On 17 September 2021, S4Capital plc announced (completed and control passed on 15 September 2021) the combination of Media.Monks with Zemoga, a US-based leading digital transformation services firm specialising in providing product design, engineering and delivery services to enterprise clients across multiple verticals, for a total consideration of £63.9 million. Since the acquisition date, Zemoga contributed £7.8 million to the Group’s revenue and £2.4 million into the Group’s profit for the year ended 31 December 2021. Once the opening balance sheet is finalised the purchase price allocation can be concluded and therefore the calculated goodwill is provisional. During the measurement period in 2022, S4Capital Group will obtain the information necessary to identify and measure the assets and liabilities and retrospectively adjust the provisional amounts recognised at the acquisition date. Goodwill and other disclosures The goodwill represents the potential growth opportunities and synergy effects from the acquisitions. The goodwill is not deductible for tax purposes. Trade receivables, net of expected credit losses, acquired are considered to be fair value and are expected to be collectable in full. The gross contractual amounts receivable of the acquired companies at the acquisition date are £14.7 million and the best estimate at the acquisition date of the contractual cash flows not expected to be collected is £0.4 million. Contingent consideration arising from business combinations is fair valued, with key inputs including the probability of success of the combinations achieving target, consideration of potential delays and the expected levels of future revenues. The contingent consideration is contingent on the acquired companies achieving their 2021 results and, in some cases their 2022 and 2023 results, as forecasted upon acquiring the subsidiary. The contingent considerations are included for the maximum amount of the consideration expected to be paid which is in line with management’s estimate of expected pay-out. In 2021, the contingent consideration arising from business combinations is £57.8 million. The contingent consideration can be materially lower in case the acquired companies do not reach their forecasted results. Contingent consideration classified as a liability is subject to remeasurement at each reporting date until its ultimate settlement date. Any change in the fair value of the liability due to events that occur after the acquisition date would be recognized in the profit or loss. Deferred considerations are commonly expected to be paid on the second-year anniversary of the acquisition date. Holdbacks as part of the purchase consideration are in some cases held in escrow accounts and are expected to be released within two years of the acquisition date. The contingent consideration and holdback liabilities of £118.1 million as at 31 December 2021 includes £67.9 million of employment linked consideration and £16.8 million of holdbacks. During 2021, an amount of £25.2 million of contingent consideration and holdback have been paid. The total acquisition costs of £8.1 million (2020: £10.8 million) have been recognised under acquisition and set-up related expenses in the statement of profit or loss. If the acquisitions had occurred on 1 January 2021, the Group’s revenue would have been £740.2 million and the Group’s loss for the year would have been £98.1 million. 126 S4Capital Annual Report and Accounts 2021

3 4. Acquisitions B. Restatements As stated on page 116 of the Group’s Annual Report and Accounts 2020, the initial accounting for the business combinations of Decoded, Metric Theory, BrightBlue and Orca Pacific, were incomplete at the end of the reporting period ended 31 December 2020. At the end of the reporting period, the identifiable intangibles acquired were not fully identified, were consequently not fully measured and were therefore not fully deducted from goodwill as at 31 December 2020. During the reporting period ended 31 December 2021, S4Capital Group has obtained the information necessary to identify and measure the identifiable assets and liabilities for the business combinations of Decoded, Metric Theory, Brightblue and Orca Pacific and has adjusted its intangible assets, deferred tax liabilities and reserves as of 31 December 2020, as required by IFRS 3, as follows: 31 Dec 2020 31 Dec 2020 Adjustment restated Restatement Note £000 £000 £000 Intangible assets – Customer relationships 39,379 56,537 95,916 Intangible assets – Brand names 1,059 1,758 2,817 Intangible assets – Order backlog 3,065 2,989 6,054 Intangible assets – Software 2,269 2,462 4,731 Property, plant and equipment, ROU assets 2,453 5,175 7,628 Cash and cash equivalents 267 – 267 Trade and other receivables 19,814 – 19,814 Other non-current assets 38,160 317 38,477 Trade and other payables (40,026) 56 (39,970) Current taxation (418) – (418) Lease liabilities (674) (5,971) (6,645) Other non-current liabilities (1,937) – (1,937) Deferred taxation (11,664) 2,306 (9,358) Net assets 51,747 65,629 117,376 Goodwill 228,376 (61,807) 166,569 Total purchase consideration 280,123 3,822 283,945 Payment in kind (common stock) 73,671 (2,234) 71,437 Cash 123,442 – 123,442 Deferred consideration 35,111 – 35,111 Contingent consideration 47,899 (1,588) 46,311 Total purchase consideration 280,123 (3,822) 276,301 Cash purchase consideration 123,442 – 123,442 Cash and cash equivalents 19,814 – 19,814 Cash outflow on acquisition (net of cash acquired) 103,628 – 103,628 S4Capital Annual Report and Accounts 2021 127

Financial statements N otes to the consolidated financial statements continued 5. Financial instruments – fair values and risk assessment The Board of Directors of S4Capital plc has overall responsibility for the determination of the Group’s risk management objectives and policies. The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the Group’s competitiveness and flexibility. S4Capital Group reports in Pound Sterling. All funding requirements and financial risks are managed based on policies and procedures adopted by the board. S4Capital Group does not issue or use financial instruments of a speculative nature. S4Capital Group is exposed to the following financial risks: • Market risk • Credit risk • Liquidity risk In common with all other businesses, S4Capital Group is exposed to risks that arise from its use of financial instruments. The principal financial instruments used by the Group, from which financial instrument risk arises, are as follows: • Trade and other receivables • Cash and cash equivalents and restricted cash • Trade and other payables • Bank loans To the extent financial instruments are not carried at fair value in the consolidated balance sheet, the carrying amount approximates to fair value as of the financial year end due to the short-term nature. Financial instruments by category 31 Dec 2021 31 Dec 2020 1 Restated Financial assets £000 £000 Financial assets at amortised cost Cash and cash equivalents 301,021 142,052 Gross trade receivables 277,067 162,960 Loss allowance for trade receivables (5,320) (3,362) Accrued income 36,870 12,934 Other receivables 12,365 4,621 Total 622,003 319,205 Note: 1. Restated for the initial accounting for the business combination of Decoded as required by IFRS 3. Details are disclosed in Note 4. 31 Dec 2021 31 Dec 2020 Financial liabilities £000 £000 Financial liabilities at amortised cost Trade and other payables 265,172 161,298 Contingent consideration and holdbacks 118,119 69,923 Loans and borrowings 311,094 90,442 Lease liabilities 41,968 28,960 Total 736,353 350,623 Note: 1. Restated for the initial accounting for the business combinations of Decoded, Metric Theory, Orca Pacific and BrightBlue as required by IFRS 3. Details are disclosed in Note 4. The management of risk is a fundamental area of focus of S4Capital Group’s management. This Note summarises the key risks to the Group and the policies and procedures put in place by management to manage them. 128 S4Capital Annual Report and Accounts 2021

3 A. Market risk Market risk arises from S4Capital Group’s use of interest bearing and foreign currency financial instruments. It is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in interest rates (interest rate risk) or foreign exchange rates (currency risk). Interest rate risk S4Capital Group is exposed to cash flow interest rate risk from bank borrowings at variable rates. S4Capital Group’s bank loans and other borrowings are disclosed in Note 18. S4Capital Group manages the interest rate risk centrally. The following table demonstrates the sensitivity to a 1% change (lower/higher) to the interest rates of the loans and borrowings as of year end to the loss in the current year before tax (increase/decrease) and net assets (increase/ decrease) for the year: 2021 2020 £000 £000 Bank loans 319,055 90,441 +/- 1% impact 3,191 904 The contractual repricing or maturity dates, whichever dates are earlier, and effective interest rates of borrowings are disclosed in Note 18. Foreign exchange risk Foreign exchange risk is the risk that movements in exchange rates affect the profitability of the business. S4Capital Group manages this risk through natural hedging. The effect of fluctuations in exchange rates on the USD, EUR and other currencies denominated trade receivables and payables is partially offset. The S4Capital Group’s gross exposure to foreign exchange risk is as follows: Other GBP USD EUR currencies Total At 31 December 2021 £000 £000 £000 £000 £000 Trade and other receivables 10,070 174,799 36,466 50,412 271,747 Cash and cash equivalents 105,966 134,743 31,163 29,149 301,021 Trade and other payables (9,369) ( 137,522) ( 24,101) (33,993) (204,985) Loans and borrowings – (127) (318,898) (30) (319,055) Financial assets/(liabilities) 106,667 171,893 (275,370) 45,538 48,728 +/- 10% impact – 17,189 (27,537) 4,554 (5,794) Other GBP USD EUR currencies Total At 31 December 2020 £000 £000 £000 £000 £000 Trade and other receivables 5,508 117,495 15,911 20,684 159,598 Cash and cash equivalents 18,939 90,847 16,513 15,753 142,052 Trade and other payables (5,416) (86,524) (15,551) (19,853) (127,344) Loans and borrowings – (59,806) (31,466) (13) (91,285) Financial assets/(liabilities) 19,031 62,012 (14,593) 16,571 83,021 +/- 10% impact – 6,201 (1,459) 1,657 6,399 The impact of a 10% movement in the foreign exchange rates will result in an increase/decrease of loss before tax and financial assets/(liabilities) by £5.8 million at 31 December 2021 (31 December 2020: £6.4 million). S4Capital Annual Report and Accounts 2021 129

Financial statements N otes to the consolidated financial statements continued B. Credit risk Credit risk is the risk of financial loss to S4Capital Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations. S4Capital Group is mainly exposed to credit risk from credit sales. The Group’s net trade receivables for the reported periods are disclosed in the financial assets table above. S4Capital Group attempts to mitigate credit risk by assessing the credit rating of new customers prior to entering into contracts and by entering contracts with customers with agreed credit terms. In order to minimise this credit risk, S4Capital Group endeavours only to deal with companies which are demonstrably creditworthy and this, together with the aggregate financial exposure, is continuously monitored. The maximum exposure to credit risk is the value of the outstanding amount. S4Capital Group evaluates the collectability of its accounts receivable and provides an allowance for expected credit losses based upon the ageing of receivables as shown in Note 16. Other receivables are considered to be low risk. The management do not consider that there is any concentration of risk within other receivables. The non-current other receivables consist mainly of non-current rent deposits. The loss allowance for other receivables is based on the three stage expected credit loss model. No other receivables have had material impairment. Credit risk on cash and cash equivalents is considered to be small as the counterparties are all substantial banks with high credit ratings. As per the end of the reporting period, credit ratings are summarised in the table below: 31 Dec 2021 31 Dec 2020 £000 £000 Aa 1 981 188 Aa 2 87,164 58,584 Aa 3 26,356 50,536 A 1 161,853 8,511 A 2 4,440 4,359 A 3 520 7,816 Baa 1 198 – Baa 2 12,017 7,012 Baa 3 713 96 Ba 2 3,077 – B 2 334 154 No credit rating 3,368 4,796 Total cash and cash equivalents 301,021 142,052 The maximum exposure is the amount of the deposit. To date, S4Capital Group has not experienced any losses on its cash and cash equivalent deposits. 130 S4Capital Annual Report and Accounts 2021

3 C. Liquidity risk Liquidity risk arises from the Group’s management of working capital. It is the risk that S4Capital Group will encounter difficulty in meeting its financial obligations as they fall due. The Group’s policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due. The table below analyses the Group’s financial liabilities by contractual maturities and all amounts disclosed in the table are the undiscounted contractual cash flows: More than Within 1 year 1–2 years 2–5 years 5 years At 31 December 2021 £000 £000 £000 £000 Trade payables 204,985 – – – Lease liabilities 10,545 6,378 17,824 7,221 Contingent consideration and holdbacks 86,370 31,749 – – Loans and borrowings 1,899 – 1,427 315,105 Interest payments 12,441 11,817 35,452 19,695 Total 316,240 49,944 54,703 342,021 More than Within 1 year 1–2 years 2–5 years 5 years At 31 December 2020 £000 £000 £000 £000 Trade payables 127,344 – – – 1 8,100 4,887 10,356 5,616 Lease liabilities 1 Contingent consideration and holdbacks 37,330 32,370 223 – Loans and borrowings 45,623 – 45,662 – Interest payments 1,260 1,260 630 Total 219,657 38,517 56,871 5,616 Note: 1. Restated for the initial accounting for the business combination of Decoded as required by IFRS 3. Details are disclosed in Note 4. D. Capital management As per the end of the reporting period, the Group’s net cash position is made up as follows: 31 Dec 2021 31 Dec 2020 £000 £000 Loans and borrowings (319,055) (91,285) Cash and cash equivalents 301,021 142,052 Total (18,034) 50,767 Changes in loans and borrowings, during the reporting period, arose due to the drawdowns and repayments of the rolling credit facility (‘RCF’) and the bank overdrafts. See Note 18 for more details. The Group’s capital as at the end of the reporting period is disclosed on page 110. The Group’s objectives when maintaining capital are: • to safeguard the entity’s ability to continue as a going concern, so that it can continue to provide returns for shareowners and benefits for other stakeholders; and • to provide an adequate return to shareowners by pricing products and services commensurately with the level of risk. The risks to safeguard the ability to continue as a going concern and to provide an adequate return to our shareowners are reviewed and discussed regularly by the Board in order to meet our objectives. The capital structure of S4Capital Group consists of shareowners’ equity as set out in the consolidated statement of changes in equity. All working capital requirements are financed from existing cash resources and borrowings. S4Capital Annual Report and Accounts 2021 131

Financial statements N otes to the consolidated financial statements continued 6. Segment information A. Revenue from operations 2021 2020 £000 £000 Services 686,601 342,687 Total 686,601 342,687 All revenue is recognised over time. S4Capital Group has an attractive and expanding client base with five clients providing more than £20 million of revenue per annum representing 31% of revenue, of which one customer accounts for more than 10% of our revenues; in 2020 this was three clients representing 29% of revenue. B. Operating segments Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker has been identified as the Board of Directors of S4Capital Group. During the year, S4Capital Group has been active in three segments. • Content: Creative content, campaigns and assets at a global scale for paid, social and earned media – from digital platforms and apps to brand activations that aim to convert consumers at every possible touchpoint. • Data&Digital Media: this technology and services practice encompasses full-service campaign management analytics, creative production and ad serving, platform and systems integration and transition and training and education. • Technology Services: digital transformation services in delivering advanced digital product design, engineering services and delivery services. The customers are primarily businesses across technology, FMCG and media & entertainment. Any intersegment transactions are based on commercial terms. The Board of Directors monitor the results of the operating segments separately for the purpose of making decisions about resource allocation and performance assessment prior to charges for tax, depreciation and amortisation. 132 S4Capital Annual Report and Accounts 2021

3 Operating segment information under the primary reporting format is disclosed below: Data&Digital Technology Content Media Services Total 2021 £000 £000 £000 £000 Gross profit 385,552 167,079 7,632 560,263 1 52,286 55,024 3,087 110,397 Segment profit Overhead costs (9,410) Adjusted non-recurring and acquisition related expenses (97,372) 2 and amortisation (45,670) Depreciation Net finance expenses and loss on net monetary position (13,595) Profit before income tax (55,650) Notes: 1. Including £10.8 million depreciation on right-of-use assets. 2. Excluding £10.8 million depreciation on right-of-use assets. Data&Digital Content Media Total 2020 £000 £000 £000 Gross profit 220,497 74,685 295,182 1 Segment profit 46,687 21,603 68,290 Overhead cost ( 6,112) Adjusted non-recurring and acquisition related expenses (26,669) 2 and amortisation ( 27,376) Depreciation Net finance expenses (5,037) Profit before income tax 3,096 Notes: 1. Including £9.6 million depreciation on right-of-use assets. 2. Excluding £9.6 million depreciation on right-of-use assets. The Board of S4Capital Group uses gross profit rather than revenue to manage the Company due to the fluctuating amounts of third-party costs and/or pass-through expenses, which form part of revenue. The revenue amounted to £686.6 million, 75% from Content, 24% from Data&Digital Media and 1% from Technology Services. In 2020 the revenue amounted to £342.7 million, 78% from Content practice and 22% from Data&Digital Media. No analysis of the assets and liabilities of each operating segment is provided to the chief operating decision maker (‘CODM’) in the monthly management accounts; therefore, no measure of segmental assets or liabilities is disclosed in this Note. C. Revenue by geography An analysis of external revenue by geographical market is given below: 2021 2020 £000 £000 The Americas 452,608 243,458 Europe, Middle East & Africa 166,133 70,611 Asia Pacific 67,860 28,618 Total 686,601 342,687 S4Capital Annual Report and Accounts 2021 133