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