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