S4Capital 2022 Annual Report - 0

S4Capital plc

Annual Report and Accounts 2022

Our mission
By winning

we can win the decade
…through building a unified, 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 influencer brands.
www.s4capital.com/annualreport22
In this report
0
Our business
02 Financial highlights
04 Business model
06 What’s happening, NOW
1
Strategic Report
11 Letter to shareowners
14 Progress against our strategy
16 Measuring success: Key Performance Indicators
17 Financial review
24 Principal risks and uncertainties
Pages 65–70 also form part of the Strategic Report
2
Industry outlook and ESG reports
30 Our world now
By Sir Martin Sorrell
37 ESG: Our sustainability commitments
40 TCFD Report
48 Material impact and our stakeholders
50 Zero Impact Workspaces
55 Sustainable Work
57 Diversity, Equity and Inclusion
62 ESG stories
65 Non-financial information statement
66 Section 172 statement
3
Governance Report
72 Corporate governance statement of compliance
74 Leadership: Board of Directors
78 Executive Chairman’s statement
80 The role of the Board
89 Audit and Risk Committee Report
94 Nomination and Remuneration Committee Report
99 Remuneration Report
117 Directors’ Report
4
Financial statements
122 Independent Auditors’ Report
134 Consolidated statement of profit or loss
135 Consolidated statement of comprehensive income
136 Consolidated balance sheet
137 Consolidated statement of changes in equity
138 Consolidated statement of cash flows
139 Notes to the consolidated financial statements
194 Company financial statements
201 Appendix: Alternative Performance Measures
206 Shareowner information
S4Capital plc Annual Report and Accounts 2022 1

Our business
Financial highlights
Billings1 Pro-forma3 billings
£1.9bn £1.9bn
+45.8% +24.3%
Like-for-like2 +23.5%
Revenue Pro-forma revenue
£1,069.5m £1,108.7m
+55.8% +25.8%
Like-for-like +24.3%
Net revenue Pro-forma net revenue
£891.7m £924.1m
+59.1% +27.1%
Operational EBITDA4 Pro-forma operational EBITDA
£124.2m £136.3m
+23.0% -11.8%
Like-for-like -16.4%
Operational EBITDA margin5 Pro-forma operational EBITDA margin
13.9% 14.7%
-410bps -650bps
Like-for-like -710bps
Operating loss Adjusted operating profit6
-£135.3m £114.1m
2021 -£42.1m +20.4%
Like-for-like -19.5%
2 S4Capital plc Annual Report and Accounts 2022

0 1 2 3 4
Loss before income tax Adjusted result before income tax7
-£159.7m £89.7m
2021 -£55.7m +10.5%
Basic loss per share Adjusted basic earnings per share
-27.0p 11.8p
2021 -10.3p 2021 13.0p
Market capitalisation at 12 April 2023 Share price at 12 April 2023
£911m 158.6p
For full reconciliation from statutory to non-GAAP measures, please refer to the Alternative
Performance Measures Appendix on page 201.
Notes:
1. Billings is gross billings to clients including pass-through costs.
2. Like-for-like relates to 2021 being restated to show the unaudited numbers for the previous year of the existing and acquired
businesses consolidated for the same months as in 2022 applying currency rates as used in 2022.
3. Pro-forma numbers relate to unaudited full-year non-statutory and non-GAAP consolidated results in constant currency as
if the S4Capital 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 (primarily acquisition
payments tied to continued employment, restructuring costs and amortisation of business combination intangible assets)
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.
5. Operational EBITDA margin is operational EBITDA as a percentage of net revenue.
6. Adjusted operating profit is operating profit/loss adjusted for non-recurring items (as defined above) and recurring
share-based payments.
7. Adjusted result before income tax is profit/loss before income tax adjusted for non-recurring items (as defined above)
and recurring share-based payment.

Our business
Business model
S4Capital is a Our four core principles

new-age/new-era
digital advertising,
marketing and
technology services We are
purely digital
company, operating
in the fastest-
growing segment
of the advertising With a
unitary
and marketing structure
services market. Holy Trinity of: Speed

First-party data Quality
Digital content Value
We are NOW. Digital media More
We shift industries forward by flexing
and reshaping how businesses
interact with people against the
needs of a constantly evolving world.
What we do today, this minute, this
NOW, is what moves us forward; our We are purely digital
cultures, our work, our industries, Digital is by far the fastest-growing segment of the advertising and
our worlds. marketing services market.
While everyone talks about
the future, we make the future Holy Trinity of First-party data, Digital content, Digital media
happen NOW.
Personalised content automatically served to consumers based on their
digital activity.
People
8,900 Speed, Quality, Value, More

Or Faster, Better, Cheaper, More. Faster means more agility; Better
means best use of technology such as artificial intelligence (AI) and
Countries
virtual reality (VR); Cheaper means more efficient. More means change
32 driven by AI.
With a unitary structure

Unitary structure Our unitary structure with a single P&L gives our people a sense
1 of common values, shared goals and collaborative spirit.
Underpinned by:
Our people Financial performance
Read more on pages 57–61 Read more on pages 17–23
A commitment to ESG Risk management
Read more on pages 37–64 Read more on pages 24–28

0 1 2 3 4
Strengths and differentiators Our operating model
Our people Value

Our executive management team combines senior With our focus on digital marketing and technology,
industry expertise with successful entrepreneurs to we provide a strong value proposition to clients
create a growth-focused culture among our 8,900 who are looking to get the best possible return on
talented professionals. their investment.
We celebrate diversity and recognise the Our data-driven approach coupled with our speed
importance of attracting, retaining and developing to market and measurement capabilities mean
the best talent in the market at all levels of clients receive more effective and reliable results.
the Company.
Geography
Our clients Our presence in 32 countries enables us to provide
We work for global, multinational, regional and global coverage and local insight.
local clients. We build scaled relationships with our
clients, becoming partners they rely on for their
marketing, technology and growth needs.
Almost half of our revenue is from clients in the Single P&L
Technology sector which provide us with exciting Unlike traditional agency holding companies,
growth and partner opportunities. We have a we have a single P&L, aligned around the
stated objective to develop 20 scaled clients of Media.Monks brand. This allows us to provide
$20 million or more in revenue (‘whoppers’). an integrated service to clients, broader career
paths for our people and a more profitable model
for investors.
Speed
Agility is at the heart of our offer to clients.
We leverage technology and our unitary approach Addressable markets
to respond to client requirements quickly We focus on large high-growth market
and efficiently. opportunities including the digital marketing,
media and transformation markets. These are all
expanding multi-billion dollar markets, which allows
us to focus on growth without the distraction of
Quality providing services in declining traditional markets.
Our ambition is to be the best quality partner to the

world’s leading technology companies.
With our unique understanding of their products we
How we do it
can provide services built around their technology.
People
8,900 talented professionals
Practices
More Content, Data&Digital Media, Technology Services
Our purely digital offering means we are swiftly Principles
capitalising on the arrival and benefits of AI. Speed, Quality, Value, More: in a unitary structure

Our business
In a world where experience and engagement are being

driven by increasingly rapid cycles of disruption, we
asked some of our Monks to tell us where the action is.
What’s happening,
AI
Michael Dobell
Chief Innovation Officer
We love a good disruption

There are massive implementation opportunities.
Customer expectations for personalisation will fundamentally
bend towards empathetic content. Brands will need to deliver
exponentially more content driven by more data points, and
will be able to make sense of it like never before. All this means
more conversion and more precision and we are designing the
AI engines that power our brands through this change from
owned AI to the workflows that generate high quality content
while mitigating risks. Brands need a partner who can provide
guidance on the opportunities, and we're also doing that right
now for our people.

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Social “ New
Bruno Lambertini decentralised
CEO, Circus.Monks
platforms are
Three big things – and how we’re responding
creating a bigger
1. A
udiences are moving away from content sharing and a meeting point fragmentation of
to a place where they can broadcast, where they can be entertained.
Where there is a marketplace for them. audiences into
2. T
he emergence of new decentralised platforms is creating a bigger
fragmentation of audiences into smaller and niche communities. smaller and niche
3. And CEOs and CMOs are asking: how can I translate and transform communities”
my business into a social-first organisation?
Our answer: to turn everything we touch into social, by deciphering
social signals, crafting social dynamics and enabling social conversion
to impact our clients’ top and bottom line.
Our partners
Scott Jamieson
VP, Global CRM practice
Making transformation happen

Improving use of tools, technology
and experimenting with new marketing
strategies are at the top of our clients’
priority list. As a Salesforce Summit partner,
we're able to work with our clients to make
sure they're getting the most out of their Salesforce’s
marketing technology investment through marketing characters,
including Einstein
new implementations and integrations, as
the data scientist and
well as optimising their existing martech Ruth the architect,
stack. We then plug into the rest of the offer customers
media market API to act as an agency of guidance, support
record across CRM by supporting strategy, and inspiration to help
them get the best out
creative production and deployment of of technology.
campaigns that transform our clients’
customer experience.
As part of two years’ experimentation and neural

network training, the team at Labs.Monks built a
series of machine learning-enhanced music video Watch the full stories at
animations that demonstrate true creative symbiosis
www.s4capital.com/
between humans and machines, in which a 3D
human figure performs a dance developed entirely annualreport22
by (or in collaboration with) artificial intelligence.

Our business
What’s happening, now continued
Culture “ This is about talking to

Ryan Ford specific communities with
President and Chief Creative
Officer, Cashmere.Monks deep, authentic conversations
Making deeper, authentic connections
that resonate far beyond
The tumultuous challenges that we have had as a simply those communities”
society, as a culture over the last couple of years are
really just coming to a head right now. What started
off as an economic anxiety very quickly turned
into an existential anxiety. Who am I as a person?
Who am I to my coworkers? Who am I to my family?
Who am I to my community? And what we realised,
along with what many corporations, companies and Our clients
entities are realising, is that we simply weren't doing
enough to tackle the challenges of a changing Amy Michael
and more diverse marketplace. We want to make Chief Client Officer
sure that we are creating marketing assets and
manifestations that connect on a very specific
level to the consumer, where we can build deeper Bottom line, clients need one
connections with communities that for so long have
not been spoken to or collaborated with. This is
global agency team
not simply a multicultural idea. It's not simply an The industry’s decade-long move to
Asian-American or an African-American or Hispanic digital has increased marketers’ ability to
idea. This is about talking to specific communities capture data, manage campaigns and use
with deep, authentic conversations that resonate far technology to maximize performance.
beyond simply those communities. Marketers can look more holistically
across the consumer journey, leverage
core assets more efficiently, and create
the need for single points of truth in data
management and analysis. Now, clients
want agencies that are multifaceted,
providing a mix of generalists and
specialists to deliver strategy through
Data execution. And who understand how this
Tyler Pietz will all help drive operational efficiencies.
EVP, Global Head of Data
Getting up close and personal

with customers
Consumer-facing companies that have
historically had arm’s length relationships
with their end customer are now becoming
much more aggressive and disintermediating
some of their retail and media partners in
order to communicate and transact directly
with consumers. One of the innovations
that's actually making this possible is the
proliferation of artificial intelligence, and
specifically products like Chat GPT that
allow for those communications to exist on
a scale that was previously unprecedented.

S4Capital
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China
Rogier Bikker
Managing Director, Media.Monks China
China is back in business

Chinese consumers are ready to spend, travel and splurge. And we're
helping our clients grab these opportunities right now. We’re working
with brands across auto, luxury fashion, retail and technology to create
world-class digital experiences that impress the most discerning
audience in the world, Chinese consumers. We recently worked with
Chinese electric vehicle brand JIDU to create the world’s smartest
showroom in Beijing, where every interaction is digitally enabled,
connected and immersive to drive direct business impact.
Digital
transformation
Brady Brim-DeForest
CEO, TheoremOne
To survive, take five

To prepare your organisation for digital
transformation in 2023:
1. Use data analytics to understand
customer needs, behaviour
and preferences.
Sustainability 2. Invest in tools and flexible work policies

that keep your team connected.
Regina Romeijn
Global Head of ESG 3. Harness the power of AI to automate
processes and deliver personalised
experiences for your consumers and
your staff.
Keep on keepin’ on
4. Help your team stay updated on emerging
It takes resilience to continue the sustainability technologies and trends.
agenda, as it's often eclipsed when we experience
an inflationary environment or economic 5. Invest in training programmes to equip
uncertainty. But we do see initiatives and tools your team with the digital skills needed to
entering the industry that can create more succeed in this digital age.
sustainable solutions. In our client work, we’re using
these tools to work on solutions to reduce data
storage, measure the impact of digital products,
and understand how we can measure DE&I or social
impact. It is all first-step innovation, but it answers
to the need of our planet to make a change now.
Watch the full stories at
www.s4capital.com/
annualreport22

1 Strategic Report
11
14
16
Letter to shareowners
Progress against our strategy
Measuring success: Key Performance Indicators
17
24
Financial review
Principal risks and uncertainties
We catalyse industries
by innovating, flexing and
re-inventing how businesses
interact with the world, now.

0 1 2 3 4
Letter to shareowners
“ The much improved second

half performance reflected the
expected market leading net
revenue growth, tighter cost
management and better cash
generation, underpinned by
enhanced commercial discipline”
Sir Martin Sorrell
Executive Chairman
Dear shareowner The Company has a strong balance sheet with

net debt ending lower than we had anticipated
2022 was good in parts, with continued
at £110 million or 0.8x pro-forma operational
strong, client conversion and top-line like-for-
EBITDA. The net debt outperformance is due
like growth offset by weaker than expected
to better working capital management and
operational EBITDA margins. We ended the
reflects our strengthened financial discipline
year with good momentum with the second half
around billings and receivables.
delivering three times the operational EBITDA
of the first half. The much improved second We made two important, large, combinations
half performance reflected the expected with TheoremOne and XX Artists, both of
market leading net revenue growth, tighter which performed well in their first year with
cost management and better cash generation, the Company. We also merged with a smaller
underpinned by enhanced commercial firm, 4 Mile Analytics, built around Google’s
discipline and financial processes. These will Looker platform, that has disappointed and
remain the core focus. accordingly we have written down the goodwill
and the majority of the assets and executed a
2022 was our fourth full financial year with
reorganisation plan.
revenue of over £1 billion for the first time.
Net revenue of nearly £900 million was up In 2023 there will be a cash outflow relating to
26% on a like-for-like basis ahead of our 2022 and prior year combinations, with net debt
2022 target of 25%. expected to rise as a result. We will maintain a
conservatively levered balance sheet and the
The growth rate achieved was well ahead of
focus for the time being will be on maximising
those generated by our two main addressable
value from our existing businesses.
markets – digital media and transformation.
Operational EBITDA of £124.2 million was Both digital media and transformation growth
also slightly ahead of the revised guidance remain well above those of traditional, analogue
of £120 million. We delivered an overall markets. We are mainly focused on the digital
operational EBITDA margin of 13.9%, with a media and transformation markets and are
H2 margin of 18.2%. We are encouraged by at the heart of developing trends around
the improved profitability in the second half, Blockchain, the Metaverse and AI. We are
which represented around 75% of the full year already starting to use Artificial Generative
operational EBITDA. Intelligence in improving copywriting

Strategic Report
Letter to shareowners continued
productivity, in delivering more empathetic In August 2022, Colin Day was appointed to
hyper-personalisation (better targeted content S4Capital’s Board as a Non-Executive Director
at greater scale), more automated media and the new Chair of the Audit and Risk
planning and buying and ensuring our people Committee. Colin has decades of experience
have access to what we term AI’s ‘superpowers’. in both management and governance roles.
We do, however, expect our markets and clients
In addition, Christopher S. Martin, one of
to grow more slowly in 2023, reflecting the
the founders of MightyHive Inc., has been
weaker global economic conditions which have
appointed Chief Operating Officer, to scale
been impacted by inflation and higher interest
the Company’s organisational structure
rates, and general geopolitical uncertainty
and processes.
around US/China relations, the war in Ukraine
and relations with Iran. We now have a Board of 15 Directors, nine Non-
Executive Directors, of which four are women
The Company reports in three well-defined
and five are men, and six Executive Directors.
practices: Content, Data&Digital Media and
Technology Services. Content, which had Environmental, Social and
a challenging first half, had much improved
operational EBITDA delivery in the second
Governance (ESG) strategy
half, with net revenue growth converting 2022 was a year of action, concentrated
to the bottom line reflecting a more tightly around the three areas of our ESG strategy:
managed cost base. Data&Digital Media saw Zero Impact Workspaces; Sustainable Work;
operational EBITDA reduce significantly in and Diversity, Equity and Inclusion (DE&I).
2022 against a strong comparative in 2021. We are adopting new tools to help us
Net revenue growth, although good, was lower move towards increased transparency and
than expected in the second half and costs measuring of CO2 emissions. We continue
ran ahead of growth. Corrective actions are to engage with leading stakeholders,
being taken. In Technology Services, both industry efforts and global initiatives – like
Zemoga and TheoremOne performed strongly the World Economic Forum and Shanghai
in the year. Municipality’s International Business Leaders’
As expected and reflecting the need to improve Advisory Council (IBLAC). After signing The
the Company’s financial management, central Climate Pledge in 2021 with a goal to reach
costs grew significantly in 2022 with investment net zero by 2040, we took full inventory of
in people and processes to strengthen finance, our emissions, using the Greenhouse Gas
legal, governance and assurance. (GHG) Protocol standards to understand the
reduction opportunities within the Company.
Board updates We submitted our SBTi letter of commitment
In 2022 the Company strengthened its Board and are developing a detailed roadmap in 2023.
with a number of senior appointments. Across the Group, we donated 4,090 hours for
In January 2022 we were pleased to welcome community and charity services and increased
Mary Basterfield as our new Group Chief our For Good projects from 251 to 445.
Financial Officer and Executive Director. We focused on our people and people
Mary has over 20 years of extensive experience with the launch of our DE&I
financial experience and, since joining, platform, Diversity in Action, which touches
Mary has appointed several experienced all aspects of our business.
finance professionals within the Group and
practice finance teams. The team has made
significant progress in the year allowing the
Group to deliver its full year 2022 results in
a timely manner.

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“ We are mainly focused on the digital media

and transformation markets and are at the heart
of these developing trends”
Embedding a greater understanding of diversity Agents of now
and cultural fluency into the Group is also a
In 2022 we cemented our offer in the digital
top priority. We signed the United Nations
marketplace with a new proposition: ‘NOW’.
(UN) Women’s Empowerment Principles and
The industry has become so fixated on ‘what’s
continue to focus on closing the representation
next’ that it’s easy to forget where our clients’
gap in our industry by providing training to
priorities are. Rather than a five-year plan, they
underserved and/or underrepresented talent.
need results, solutions and relevance right now.
We also enhanced our ESG governance Change is happening rapidly every day and
structure, updated our global policies and we need to acknowledge that by constantly
compliance, completed our Task Force on re-inventing ourselves and becoming the
Climate-related Financial Disclosures (TCFD) change makers. That’s how industries move
risk assessment and entered our ESG data forwards, and that’s the measure by which
into the CDP global disclosure system for the we should judge ourselves.
first time.
You can read more about our ESG performance
and activities on pages 37-64.
Summary and outlook

Sir Martin Sorrell
The strategy of S4Capital remains the same.
Executive Chairman
The Company’s purely digital transformation
model, based on first-party data fuelling the
creation, production and distribution of digital
advertising content, distributed by digital media
and built on technology platforms to ensure
success and efficiency, resonates with clients.
Our tagline ‘faster, better, cheaper, more’, or
‘speed, quality, value’ (to which with the arrival
of AI we have added ‘more’) and a unitary
structure both appeal strongly, even more so in
challenging economic times.
For 2023 we target our net revenue growth rate
to reflect those of the two main addressable
digital markets we serve. We estimate this as
around 8-12% like-for-like, after reflecting the
pro-forma impact of one ‘whopper’ reduction
on net revenue. We will continue to manage
costs tightly and target an operational EBITDA
margin of 15-16%. As in previous years, given
our seasonality, 2023 will again be second
half weighted. Longer term, we continue to
be able to deliver strong net revenue growth
with operational EBITDA margins returning
to historic levels.

Strategic Report
Progress against our strategy
The strategy of S4Capital remains the same. The Company’s purely

digital model is based on first-party data fuelling the creation,
production and distribution of digital advertising content and
distributed by digital media combined with technology services.
This continues to resonate with our clients.
Strategic pillar Objective 2022 progress
• Build scaled relationships with clients. • 10 ‘whopper’ clients achieved

20x20 goal – 20 clients with $20 million • Next 14 ‘whoppers’ identified
annual revenues
Clients • Focus on Technology clients
• 46% revenue from Technology clients
• Attract, retain and develop the best • Chief People Officer (CPO) appointed
talent in the industry • Launched global diversity programme
People • People experience and global communications launched
• Obsidian Black Leadership Program
• Global Monk action committees on mental health and equity
for women
• Global hiring approval process to align cost and growth
• Build a diverse culture and increase • Expanded S4 Fellowship with F2

diverse representation • 6% Black in the US
• Black History Month, Hispanic Heritage Month and Obsidian
Culture Black Leadership Program
• Second cohort of S4 Women in Leadership
• Carbon neutral by 2024 and our • Carbon neutral through offsetting

promise to be net zero in 2040 • B Corp progress
Sustainability (The Climate Pledge) • Emission reduction roadmap
• CDP submitted, B-score
• TCFD Report created
• SBTi analysis/formal commitment letter
• ESG governance set up
• ESG Report
• ESG-related policies
• Unitary structure • Integrated combinations further

• Further developed Media.Monks brand
Integration • Centralised legal function
• Centralised people function
• Established formal Executive Leadership Team
• Outpace the growth of the addressable • Achieved 26% like-for-like net revenue growth
digital markets • Addressable markets will grow at 7-8% in 2023
Revenue growth
• Improve margin, long-term target of • Did not achieve targets
20–22% operational EBITDA margin • Implemented tight controls over investment in people
Margin and discretionary costs to better balance the P&L

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2023 goals Measurement
• Further penetration of existing ‘whoppers’ • Number of ‘whoppers’

• Develop more ‘whoppers’ • Average revenue per client
• Increase Purpose-driven clients • % revenue by
industry sector
Read more on pages 5 and 36
• Global merit cycles for all parts of the business • Four quarterly career
• Quarterly career growth conversations and reviews growth conversations
• Continue to manage people cost in line with revenue growth • Churn rate
• Expand global DE&I and community groups Read more on pages 57–61
• Identify global peer-to-peer learning platform
• Accelerate.Monks middle management training programme
• Motif.Monks senior management retention programme
• Increase proportion of Black US talent • Annual diversity survey

• Increase proportion of BIPOC US talent Read more on pages 57–61
• Increase women in leadership globally
• Third cohort of S4 Women in Leadership and online expansion
• Third cohort of S4 Fellowship
• Set SBTi (Emission reduction) targets and submit them to SBTi for approval • Carbon output reduction
• Set ESG 2030 strategy with key performance indicators (KPIs) • Progress B Corp
• ESG software implementation accreditation
• ESG reporting • Increase Purpose-
• Implement impact day for employees (voluntary/community work) driven clients and For
Good projects
• Implement ESG policies and enhance governance and procedures
• Reduce business flights
• Increase renewable energy
Read more on pages 37–64
• Further integration of combinations • % of cross-practice clients

• Further systems integration (Salesforce, Workday etc.) • Number of combinations
• Further support function centralisation fully integrated
• Consolidate ERP systems Read more on page 106
• Property consolidation
• Roll out ‘NOW’ as North Star proposition
• Achieve 2023 like-for-like growth target in line with guidance • Like-for-like net
revenue growth
Read more on pages 17–23
• Achieve operational EBITDA margin target • Operational EBITDA margin

• Improve utilisation rates Read more on pages 17–23
• Balance net revenue growth and hiring

Strategic Report
Measuring success: Key Performance Indicators
The Group uses a variety of Key Performance Indicators

(KPIs) to monitor both financial and non-financial
performance. Where applicable KPIs are based on
alternative performance measures1 to give a consistent
year-on-year comparison.
Financial Non-financial
Like-for-like net revenue £m Diversity, Equity and Inclusion
£891.7m
2022 2021
Female
2022 891.7 Male

2021 560.3
Undeclared
This is more closely aligned to the fees the Group We have made strides in our commitment to foster
earns for its services provided to the clients. This is an environment of diversity, equity, inclusion and
a key metric used in business when looking at both belonging by focusing on gender equality and gender
Group and practice performance. pay gap equality, among others detailed on page 57.
Like-for-like operational EBITDA £m Climate change
£124.2m 3.7 tCO2e

2022 124.2 per FTE
2021 101.0
2021: 2.2 tCO2e

Like-for-like -16.4% emissions per FTE
Operational EBITDA is operating profit before Greenhouse gas emissions for Scope 1, 2022 vs
the impact of adjusting items, amortisation of 2021, Media.Monks global.
intangible assets and property, plant and equipment For an explanation of the significant difference
depreciation. The Group considers this to be an between our GHG disclosures in the 2021 ESG
important measure of Group performance and is Report and the 2021 SBTi Baseline see page 50.
consistent with how the Group is assessed by the
Board and investment community.
Like-for-like operational EBITDA margin Integration
13.9% 20
2022 13.9% out of 33 combinations
2021 18.0%
fully integrated to date
Like-for-like -710bps
Operational EBITDA margin is operating profit
before the impact of adjusting items, amortisation of
intangible assets and property, plant and equipment
depreciation, as a percentage of net revenue.
Note:
1. Further detail on alternative performance measures can be found in the Appendix to the Annual Report and Accounts on page 201.

0 1 2 3 4
Financial review
“ The second half performance

incorporated enhanced financial
processes and controls, supported
by a strengthened finance team”
Mary Basterfield
Group Chief Financial Officer
Billings Operational EBITDA margin
£1,890.5m 13.9%
+45.8% -410 basis points
Like-for-like1 +23.5% Like-for-like1 -710 basis points
Revenue Adjusted operating profit
£1,069.5m £114.1m
+55.8% +20.4%
Like-for-like1 +24.3% Like-for-like1 -19.5%
Net revenue Operating loss
£891.7m -£135.3m
+59.1% 2021 -£42.1m
Like-for-like1 +25.9%
Operational EBITDA
£124.2m
+23.0%
Like-for-like1 -16.4%
Note:
1. Like-for-like is a non-GAAP measure and relates to 2021 being restated to show the unaudited numbers for the previous
year of the existing and acquired businesses consolidated for the same months as in 2022 applying currency rates as used
in 2022.

Strategic Report
Financial review continued
Introduction superior to, GAAP measures. A full list of

alternative performance measures and non-
It has been encouraging to see the progress
IFRS measures together with reconciliations
made during the year, after the challenges
to IFRS or GAAP measures are set out in the
of the first half, including the delay to the
Appendix to the Annual Report and Accounts
2021 results and profit underperformance,
on page 201.
we delivered a much stronger second half.
The second half performance reflected Financial summary
enhanced financial processes and controls,
Billings1 were £1.9 billion, up 45.8% on a
supported by a strengthened finance team,
reported basis, up 23.5% like-for-like2 and
an improved operational EBITDA margin,
up 24.3% pro-forma3. Controlled billings4,
also reflecting tighter cost controls and better
that is billings we influenced, increased to
cash generation centred around working
approximately £5.7 billion (2021: £3.9 billion).
capital. While we are pleased with the second
half performance, we will continue to focus on Revenue was £1,069.5 million, up 55.8% from
all of these areas throughout 2023 to support £686.6 million on a reported basis, up 24.3%
the Company as it continues to grow and like-for-like, and up 25.8% on a pro-forma basis.
scale profitably.
Net revenue was £891.7 million, up 59.1%
Alternative performance measures reported, up 25.9% like-for-like, and
Management includes non-GAAP measures 27.1% pro-forma. Throughout the year our
in reporting as they consider these measures addressable markets remained reasonably
to be both useful and necessary. They are strong, and we continued to outperform them.
used by management for internal performance Reported operational earnings before
analyses; the presentation of these measures interest, taxes, depreciation and amortisation
facilitates comparability with other companies, (operational EBITDA) was £124.2 million
although managements’ measures may not be compared to £101.0 million in the prior year,
calculated in the same way as similarly titled an increase of 23.0%. Operational EBITDA was
measures reported by other companies; and down 16.4% on a like-for-like basis and down
these ‘alternative performance measures’ are 11.8% on a pro-forma basis. The like-for-like
useful in connection with discussions with the growth reflects challenges in our Data&Digital
investment community. Media practice after a strong 2021, particularly
The Group uses alternative performance in the second half, and also hiring ahead of the
measures as we believe these measures net revenue growth in Content in the first half.
provide additional useful information on the The Technology Services practice performed
underlying trend, performance, and position strongly. The outturn was modestly ahead
of the Group. These underlying measures are of our revised operational EBITDA target of
used by the Group for internal performance £120 million.
analyses, and credit facility covenants Operational EBITDA margin was 13.9%,
calculations. The alternative performance down 410 basis points versus 18.0% in 2021,
measures include ‘adjusted operating profit’, down 710 basis points like-for-like and 650
‘adjusting items’, ‘adjusted operational EBITDA’ basis points pro-forma impacted by the speed
and ‘EBITDA’ (earnings before interest, tax, of headcount growth ahead of net revenue
depreciation). The terms ‘adjusted operating growth in the Content and Data&Digital Media
profit’, ‘adjusting items’, ‘adjusted operational practices. We implemented tighter controls
EBITDA’ and EBITDA are not defined terms from the end of the first half which are having
under IFRS and may therefore not be the desired effect. The second half operational
comparable with similarly titled profit measures EBITDA margin was 18.2%. Our ambition
reported by other companies. The measures remains to return the margins to historic levels,
are not intended to be a substitute for, or above 20%, over the medium term.
Notes:
1. Billings is gross billings to clients including pass-through costs.
2. Like-for-like is a non-GAAP measure and relates to 2021 being restated to show the unaudited numbers for the previous
year of the existing and acquired businesses consolidated for the same months as in 2022 applying currency rates as used
in 2022.
3. Pro-forma numbers relate to unaudited full year non-statutory and non-GAAP consolidated results in constant currency as if
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. Controlled billings is billings we influenced in addition to billings that flowed through our income statement.

0 1 2 3 4
Adjusted operating profit was up 20.4% Adjusted basic earnings per share was 11.8p,
on a reported basis to £114.1 million from versus adjusted basic earnings per share of
£94.8 million, before adjusting items of 13.0p in 2021. Basic loss per share was 27.0p
£249.4 million, including combination payments (2021: 10.3p). The Board has decided that no
tied to continued employment, share-based dividends will be declared in 2022, as was the
compensation, restructuring costs primarily case in 2021, given the focus is on profitable
related to headcount and amortisation of growth and reducing the level of net debt.
business combination intangible assets.
Like-for-like adjusted operating profit was down
19.5% and pro-forma adjusted operating profit
was down 14.7%.
The reported operating loss of £135.3 million,
was £93.2 million higher than in 2021,
reflecting an increase in the amortisation of
intangible assets, accounting for combinations
including those made in 2022, the write down
of 4 Mile and the impact of increased personnel
costs. Loss for the year was £159.6 million
(2021: £56.7 million).
Billings £m Revenue £m
2022 1,890.5 2022 1,069.5
2021 1,296.9 2021 686.6
2020 650.4 2020 342.7
Net revenue £m Operational EBITDA £m

2022 891.7 2022 124.2
2021 560.3 2021 101.0
2020 295.2 2020 62.2
Operational EBITDA margin % Adjusted operating profit £m

2022 13.9 2022 114.1
2021 18.0 2021 94.8
2020 21.1 2020 58.0
Operational EBITDA and margin £m/%

£150.0 30%
£124.2
£125.0 25%
£101.0
£100.0 21.1% 20%
19.5%
18.0%
£75.0 15%
£62.2
13.9%
£50.0 10%
£33.4
£25.0 5%
Profit
£0.0 0% % margin
FY 2019 FY 2020 FY 2021 FY 2022

Strategic Report
Practice performance Data&Digital Media practice’s operational

EBITDA was £39.9 million, down 27.5% on
Content practice’s operational EBITDA was
a reported basis from last year, down 39.9%
£74.1 million, up 41.7% on a reported basis
on a like-for-like basis and 39.8% on a pro-
versus last year, down 0.3% on a like-for-
forma basis. Data&Digital Media practice’s
like basis and up 6.0% on a pro-forma basis.
operational EBITDA margin was 18.4%,
The Content practice operational EBITDA
compared to a strong performance in 2021 of
margin was 12.7%, compared to 13.6% last
32.9%, reflecting the significantly increased
year, reflecting investment in hiring which
investment in people to drive future growth
ran further ahead of new revenue growth
and an increase in travel and office costs post
than planned in the first half of the year.
covid-19. We were concerned by the H2 2022
The Company responded to this and the H2
performance for Data&Digital Media and
2022 operational EBITDA margin improved
corrective actions have been taken to improve
to 18.1%.
operational EBITDA delivery.
Net revenue split by practice % Technology Services, which now includes

Zemoga and TheoremOne, performed strongly
Content 65.3%
with operational EBITDA of £36.1 million,
DDM 24.3% representing an operational EBITDA margin
of 39.2%.
TS 10.4%
Net revenue
2022 2021 LfL YoY
£m £m
Net revenue 891.7 560.3 25.9%
Content 582.7 385.6 24.1%

Data&Digital Media 216.8 167.1 17.3%
Technology Services 92.2 7.6 72.3%
Operational EBITDA 124.2 101.0 -16.4%
Content 74.1 52.3 -0.3%

Data&Digital Media 39.9 55.0 -39.9%
Technology Services 36.1 3.1 109.9%
Central (25.9) (9.4) -172.6%
Operational EBITDA margin 13.9% 18.0% -710bps
Content 12.7% 13.6% -310bps

Data&Digital Media 18.4% 32.9% -1,750bps
Technology Services 39.2% 40.8% 710bps

0 1 2 3 4
Geographic performance Asia Pacific (6.9% of total) net revenue

was £61.7 million, up 16.0% on a reported
The Americas (75.6% of total) net revenue
basis. On both a like-for-like and pro-forma
was £673.8 million, up 72.3% on a reported
basis, Asia Pacific net revenue was up 4.8%,
basis from last year. On both a like-for-like and
reflecting continued organic growth, despite
pro-forma basis, the Americas net revenue was
lockdown weakness in China.
up 27.1% and 28.6% respectively, reflecting
continued outperformance of the market and
growth in our ‘whoppers’ and major clients.
EMEA (17.5% of total) net revenue was
£156.2 million, up 34.7% from last year on
a reported basis. On both a like-for-like and
pro-forma basis, EMEA net revenue was up
31.2%, primarily reflecting ‘Whopper’ growth
and market outperformance.
Net revenue growth by region, like-for-like % Net revenue split by region %

+27.1% Americas 75.6%
EMEA 17.5%
APAC 6.9%
+31.2%
+4.8%
Americas EMEA APAC
2022 2021
“ The Americas net revenue was up 72.3%…

reflecting continued outperformance of the market
and growth in our ‘whoppers’ and major clients”

Strategic Report
Cash flow
Year ending Year ending
31 December 31 December
2022 2021
£m £m
Operational EBITDA 124.2 101.0
Capital expenditure (16.1) (14.9)
Interest paid (14.2) (5.5)
Income tax paid (19.0) (13.9)
Change in working capital1 (5.1) (33.4)
Free cashflow 69.8 33.3
Mergers & Acquisitions (162.6) (101.7)

Other 0.6 (1.2)
Movement in net debt (92.2) (69.6)
Opening (net debt)/net cash (18.0) 51.6

Net debt (110.2) (18.0)
Note:
1. Working capital includes movement on receivables, payables, principal elements of lease payments and depreciation of
right-of-use assets.
Free cash flow for 2022 was £69.8 million, an increase of £36.5 million compared to 2021.
This was driven by an improvement in operational EBITDA and the benefits of the focus on working
capital management, with only a small outflow of £5.1 million in year (in contrast to an outflow of
£33.4 million in 2021). This was partially offset by increased cash interest costs reflecting the term
loan being in place for the full year and the increase in interest rates during the year.
Cash paid in relation to combinations (M&A) increased £60.9 million year-on-year to £162.6 million
reflecting payments made in relation to 2022 combinations and prior year activity.
Treasury and net debt

The year-end net debt was £110.2 million (2021: £18.0 million) or 0.8x net debt/pro-forma
operational EBITDA, after the initial 2022 combination payments and contingent consideration
related to prior year combinations. The balance sheet remains strong with sufficient liquidity and
long-dated debt maturities. During the year, S4Capital Group complied with the covenants set in
the loan agreement.
2022 2021
Net debt reconciliation £m £m
Cash and bank 223.6 301.0
Loans and borrowings (excluding bank overdrafts) (333.8) (317.1)
Bank overdrafts – (1.9)
Net debt (110.2) (18.0)
Lease liabilities (58.4) (42.0)
Net debt including lease liabilities (168.6) (60.0)

0 1 2 3 4
Interest and tax Technology Services practice

Income statement net financing costs were On 16 May 2022, S4Capital plc announced the
£25.7 million (2021: £12.3 million), an increase business combination between Media.Monks
of £13.4 million due to increased levels of and TheoremOne, a California-based leader
borrowing, to finance the in-year combinations, in agile, full-stack, innovation, engineering,
increased interest rates, increased lease and design which helps major enterprises
costs and the discounting of contingent achieve strategic digital transformation.
consideration. The income statement tax credit The expected total consideration is
for the year was £0.1 million (2021: £1.1 million approximately £143.0 million and the business
charge), reflecting higher losses in the year. has performed well in the year.
Balance sheet Outlook/guidance

Overall the Group reported net assets of For 2023 we target our net revenue growth rate
£849.6 million as at 31 December 2022, to reflect those of the two main addressable
which is an increase of £48.4 million compared digital markets we serve. We estimate this as
to 31 December 2021, driven mainly by the around 8-12% like-for-like, after reflecting the
combinations made in the year increasing the pro-forma impact of one ‘whopper’ reduction
goodwill balance, partially offset by increased on net revenue. We will continue to manage
contingent consideration and holdbacks. costs tightly and target an operational EBITDA
margin of 15-16%. As in previous years, given
Acquisitions our seasonality, 2023 will again be second half
Content practice weighted. Longer term, we expect to continue
to be able to deliver strong net revenue growth
On 1 July 2022, S4Capital plc announced the
with operational EBITDA margins returning to
business combination between Media.Monks
historic levels.
and XX Artists, an award-winning social media
marketing agency, headquartered in Los
Angeles, with a competitive talent edge, for an
expected total consideration of approximately
£20.5 million. XX Artists performed well in the
year and in line with our expectations.
Data&Digital Media practice
On 11 January 2022, S4Capital plc announced
the business combination between Media.
Monks and 4 Mile Analytics, a California-based
leader in data analytics, data engineering, data
governance, software engineering, UX design
and project and product management, for
an expected total consideration, including
performance linked contingent consideration,
of approximately £25.1 million. The business
has performed well below our expectation and
accordingly we have written down the goodwill
and the majority of the assets.

Strategic Report
Principal risks and uncertainties
We strongly believe that effective risk management is

crucial to the financial strength and resilience of the
Group and for delivering its business strategy.
The Group’s strategy is to build a tech- Many of the risks faced by the Group as a
led, new age/new era digital advertising, whole, together with its Content, Data&Digital
marketing and technology services company. Media and Technology Services practices are
Having substantially grown by acquisition over similar. The Group therefore seeks to adopt a
the last few years, the Group is now enhancing consistent approach to such risks and to pool
its operational structure to ensure it can grow in expertise in risk management, as appropriate,
a healthy, cost controlled and risk mitigated way. but will enable capabilities and central functions
to adopt more nuance in managing their
The Group’s approach to risk is kept under
own specific risks. Nevertheless, the Board
review. The Group’s approach to particular risks
considers that it is also appropriate for a risk
or classes of risk may change over time as the
register to be maintained at the Group level.
Group grows and its market evolves.
Each principal risk is owned by a senior
The Board has ultimate responsibility for
executive, who is responsible for risk
the Group’s approach to risk management
mitigation activities within the Group’s risk
and internal control. On behalf of the Board,
overall appetite.
the Audit and Risk Committee oversees risk
management for the Group. Risks
During the year, the Board undertook a robust The principal risks and uncertainties that
review of its risk management framework, the Board believes could have a significant
risk appetite and principal risks. The Group adverse impact on the Group’s business are
also appointed its first Head of Risk, who set out on pages 25 to 27. Other, less material
joined in February 2023 and reports to the risks (including emerging risks) are monitored
General Counsel. She will be responsible for through the risks framework, and discussed
codifying the Enterprise Risk Management at the Audit and Risk Committee.
(ERM) framework and formalising principal
risk reporting, as well as ensuring that the
Group’s risk management activities continue
to be flexible to support a fast-growing,
entrepreneurial and evolving Group.

0 1 2 3 4
Risk Description Management actions
Economic environment
Macro-economic risks: Clients may reduce spending • The Group has a diversified client base
budgets for marketing and technology services as a and continues to review its route-to-
result of poor macro-economic conditions, both locally market, as well changing client demands
and globally. This could result in the Group being unable and expectations to help manage any
to meet financial targets or deliver growth expectations. economic headwinds.
• In addition, the Group is adopting a
more flexible and agile approach to
resource management and costs to
manage profitability.
People and leadership

People retention: The loss of key staff could impede the • The Group continues to evolve a people
Group’s ability to execute on strategic and financial strategy based on culture and
plans, product development, project completion, engagement, equality and wellbeing,
marketing and overall strategy. talent development, training and reward
Founder transition: Moving from a small to mid-size and recognition.
entrepreneurial company to a large listed global group • A CPO has been appointed with a
may lead to internal tensions resulting in difficulty in global remit.
consistently applying the strategy globally, or founders • The Group is establishing periodic
choosing to leave the Group. reviews of the adequacy and strength
of its management teams to ensure
that appropriate experience and training
is given.
• The Group is also developing succession
planning for key executives.
• The Group is formalising roles and
responsibilities and has created multiple
fora to ensure that the voice of our
people are being heard.
Controls and compliance

Insufficient resources and expertise and an ineffective • Significant investment in the Group and
control environment may result in incorrect financial data practice finance teams has been made in
and corresponding impacts on the Group’s reputation 2022, bringing in expertise and capability
and access to external funding. from listed multinational companies to a
restructured Group team.
• Deloitte LLP has been appointed to provide
an outsourced Internal Audit service to give
independent assurance.
• Processes and controls around IFRS15
have been reviewed and redesigned,
and training has been completed within
the business.
• A minimum financial controls review has
been undertaken across the Group, with
Internal Audit and the Internal Control
team reviewing responses.

Strategic Report
Principal risks and uncertainties continued
Strategic
If the Group does not grow at the speed • The Group keeps a list of potential targets to
proposed in its strategy, or does not enable non-organic growth.
successfully integrate new businesses into • The Group continues to execute practices that
the Group, this may adversely impact on the will improve efficiency, reduce costs, and
Group’s financial position and operations. improve liquidity.
In addition, failure to successfully integrate
new businesses could lead to high
employee attrition rates and unnecessary
combination expenses.
Integration
Inadequate integration of merged entities • Integration remains a bonus metric to encourage
leads to increased costs, lack of clarity of the successful integration of combined businesses
governance, unclear roles and into the Group.
responsibilities, which in turn could impact • The Group is supporting full integration through a
the single services offering, increase attrition dedicated Post-Merger team, who are responsible
rates and increase risks of accounting errors for overseeing post-combination activities.
and legal issues.
• Processes maps are being developed to ensure a
smooth transition from the diligence and completion
phase, through to the full integration of each new
business into the Group.
Strategic and governance

The market views the Group’s success as • The Group is working on a succession plan
intrinsically linked with the Executive for Sir Martin Sorrell.
Chairman, Sir Martin Sorrell. Should he not be • A strong senior leadership team is currently in place.
a part of the Group without an effective
• The Group has put in place a media communications
succession plan, it could have a significant
policy and an agreement with an external
impact on the share price and market view of
communications adviser in place.
the Group.
Adverse media reports on Sir Martin Sorrell
could therefore have a disproportionate
impact on the Group.
Systems and processes

The lack of a single accounting software • A review of the finance systems landscape is being
across the business and the legacy systems undertaken to determine a roadmap for the Group’s
in use has resulted in a fragmented systems finance systems.
environment. • An experienced Finance Transformation lead has been
appointed and she is leading the process for selection
of a new ERP.
• The design and implementation phases are likely to run
through 2023 and 2024.
Competitive environment
Industry competition: The advertising, • The Group focus on multiple lines of business
marketing and technology services industries and its strategy to offer integrated services and
are highly competitive and subject to disrupt the industry enables longer-term, more durable
significant and rapid change. client relationships.
The global shortage of technical talent can • The Group is in the process of leveraging a worldwide
drive up the cost of such talent eroding talent recruiting model that utilises fully-distributed
future margins. teams, which will enable the Group to compete for the
strongest global talent.
• Executives also maintain relationships with key partner
leadership from the Board level down to director for the
relevant practice.

0 1 2 3 4
Information security
Inadequate user access protocols could • A multi-year Information Security strategy is being
lead to information access by designed, which includes mitigation activities,
unauthorised individuals. awareness training, increased InfoSec
Disclosure of information by either error or headcount, rolling out security and monitoring tools,
phishing scams could lead to the release of an insider threat programme and developing policies
confidential information, loss of business, and processes.
commercial penalties and/or reputational • In addition, an Information Governance
damage. In addition, cyber-attacks, malware programme is being designed to manage
and ransomware could lead to system the lifecycle of information.
unavailability or client service disruption.
Viability Statement
In accordance with Provision 31 of the UK Corporate Governance Code 2018, the Board of Directors of S4Capital
Group (the Group) has assessed the prospects and viability of the Group over a period of three years from 1 January
2023. The three-year period has been chosen as it aligns with the Group’s strategic planning cycle, the rapidly
changing landscape in the marketing and advertising industry, and the time horizon typically employed for the
assessment of industry-specific risks and uncertainties.
The selection of a three-year period also allows the Group to balance short-term responsiveness with long-term
strategic planning, reflecting our focus on agility, adaptability, and innovation. This period is deemed appropriate
considering the following factors:
1. Industry dynamics: The marketing and advertising industry is characterised by rapid technological advancements,
evolving consumer preferences, and the need for constant innovation. A three-year period allows the Group to
monitor and adapt to these changes while maintaining a forward-looking perspective on future opportunities
and challenges.
2. C
ompetitive landscape: Given the fast-paced nature of the industry, it is essential for the Group to maintain a
competitive advantage by anticipating and responding to emerging trends and client demands. A three-year
period is suitable for assessing our competitive position and developing strategies to maintain and strengthen
our market share.
3. Environmental risks: The Group recognises the importance of addressing environmental risks, including climate
change and resource scarcity. A three-year period allows the Group to assess and manage the potential impact
of these risks on its operations and implement measures to minimise any adverse effects.
4. Financial resilience: A three-year period aligns with the Group’s budgeting and forecasting processes, enabling
the Board to evaluate the financial resilience of the business while considering potential risks and uncertainties.
The Board has set the strategy for the Group within the digital marketing and advertising sector, considering key
factors such as market dynamics, competitive landscape, technological developments, regulatory environment,
and the Group’s financial resilience. The Board has also reviewed the Group’s risk management framework, which
identifies, evaluates and mitigates significant risks to the business, including both internal and external factors, with
particular attention to environmental risks.
Key assumptions underpinning the viability assessment include the following:
1. S
ustainable revenue growth driven by the increasing demand for digital marketing and advertising solutions
and our ability to respond effectively to industry trends.
2. S
uccessful integration and synergy realisation from strategic mergers and acquisitions, further enhancing
our service offerings and expanding our global footprint.
3. Adherence to a disciplined financial strategy, focusing on maintaining a prudent level of debt and ensuring access
to adequate sources of funding.
4. Compliance with relevant laws and regulations, as well as our commitment to upholding the standards
of corporate governance.
5. E
ffective management of key risks, including economic, operational, environmental, and reputational risks,
through the implementation of robust mitigation strategies.

Strategic Report
Principal risks and uncertainties continued
The Board of Directors has performed a robust assessment of the principal and emerging risks and uncertainties that
could threaten the business model, future performance, solvency or liquidity of the Group. The assessment includes an
evaluation of the Group’s resilience to these threats in severe but plausible scenarios. The principal and emerging risks
and uncertainties that the Board believes could have a significant adverse impact on the Group’s business are set out
on pages 25 to 27.
In the downside scenario, the Group models a considerable decline in demand during 2023 and 2024, resulting in
a 30% reduction in net revenue when compared to the forecasts. In addition, the assumption for 2025 maintains net
revenue at 2024 levels, including the 30% downside reduction.
Our results of stress test in the downside scenario indicate that the Group maintains adequate liquidity throughout
the evaluation period, demonstrating resilience under these challenging conditions. In addition, the Board can leverage
the following mitigating actions that are not reflected in the downside scenario but would, if required, be fully under the
Group’s control:
1. Cost reduction: Identify and implement cost-saving measures across the Group, including potential reductions
in discretionary spending and operational efficiency improvements.
2. P
ortfolio optimisation: Re-evaluate the Group’s product and service offerings to focus on high-margin,
high-demand areas, while discontinuing underperforming or low-margin products and services.
3. Workforce planning: Review the Group’s workforce and implement measures to optimise resource allocation,
including potential hiring freezes, voluntary redundancy programmes or reskilling initiatives.
4. Financial management: Review the Group’s financial position and explore options for restructuring its debt,
such as renegotiating loan terms, refinancing existing debt, or securing alternative sources of financing.
In addition to the mitigating actions outlined above, the Group has access to a fully undrawn Revolving Credit Facility
(RCF) of £100 million. This facility serves as an additional financial resource that can be utilised to manage liquidity,
support operational stability, and address any unforeseen challenges or opportunities that may arise during the
assessment period.
Based on the outcome of this comprehensive assessment, the Board has a reasonable expectation that S4Capital
Group will be able to continue in operation and meet its liabilities as they fall due over the three-year period of
assessment. The Board acknowledges that there are inherent uncertainties in any forward-looking analysis,
and therefore, it will continue to monitor and update the Group’s risk management framework and business strategy
as needed.
The Strategic Report on pages 10 to 28 was approved by the Board of Directors on 13 April 2023 and signed on its
behalf by:
Sir Martin Sorrell Mary Basterfield

Executive Chairman Group Chief Financial Officer
13 April 2023 13 April 2023

0 1 2 3 4
2 Industry outlook and ESG reports

30
37
Our world now
ESG: Our sustainability commitments
55
57
62
Sustainable Work
Diversity, Equity and Inclusion
ESG stories
40 TCFD Report 65 Non-financial information statement
48 Material impact and our stakeholders 66 Section 172 statement
50 Zero Impact Workspaces
The 2020s will be very different from

what we are used to. And that means
you will have to run your business or
live your life in a totally different way.

Industry outlook
Our world
In his May 1983 Harvard Business Review article

‘The Globalization of Markets’, Ted Levitt highlighted
that multinational companies were abandoning the
strategy of adapting their products to idiosyncratic
consumer preferences in individual countries in favour
of “globally standardised products that are advanced,
functional, reliable – and low priced.” Globalisation was
born and became the reigning economic paradigm for
decades to come.
Forty years later we are moving away from Once you could plant your flag and trade
globalisation. Among the reasons are a series wherever there was a favourable demographic;
of disparate geo-political developments, and now the world is becoming fragmented
a level of uncertainty that is unprecedented and we all have to be much more selective
in recent times. The West’s stand-off with about where we invest. Onshoring, re-shoring,
China, the war in Ukraine and the growing ‘friend-shoring’ – all these will have a part to
threat from Iran: these are all shifts that have play in business success over the next few
divided the world and unleashed a nightmare years. The challenge will be to find secure
for those building and operating supply chains places where you can build supply chains
to serve global markets. The specific hurdles and service your key markets.
include escalating energy costs; the insecurity
of sourcing components or manufacturing
from countries at risk of conflict; and targeted
international sanctions.

0 1 2 3 4
Just as the World Cup in Qatar demonstrated

that the hegemony of Europe and South “ Once you could plant your
America in football is no longer guaranteed,
from a power structure point of view the world flag and trade wherever there was
has also become a very different place. China’s
President Xi almost never travels abroad, a favourable demographic; now
but when he did recently it was to Saudi
Arabia – a country with annual oil revenues the world is becoming fragmented
of $300 billion that is breaking away from the
Western orbit. and we all have to be much more
Is this the end of globalisation? David Solomon
of Goldman Sachs says he thinks it’s less
selective about where we invest”
globalisation. I think it’s a little bit more
fundamental than that. If you were in the US China presents significant conundrums for
starting a business today, you’re more likely the international community. Key among
to focus on the US and Latin America – I don’t these is the danger that it will push ahead
think you would be so keen to invade Europe with an invasion of Taiwan, and the threat
orAsia as in days gone by. that China seeks to harness technology for
anti-democratic purposes. Beijing also has
The same, but different challenges of its own. The country is still in the
We’ve been in difficult situations before. throes of escaping the covid trap, and there are
The great financial crisis of 2007-2008 is big problems in the real estate market and with
one example; the recent covid-19 pandemic youth unemployment. The rule used to be that
is another. The reason it seems different this China needs to grow by at least 5% or 6% in
time is that it’s not easy to see the way out: order to maintain social stability and absorb the
everything seems to lead down a blind alley. pools of labour that are coming in. The signs
The war in Ukraine could go on for 10 years. are that Xi may become more accommodating
If Putin is removed, it is possible that someone domestically in order to get the economy going,
even worse will replace him. Meanwhile, Europe but he’s unlikely to dial down the aggression
has become less stable, facing the costs of the towards the West.
war and high energy prices for years to come.
And in Iran, while Iranians I’ve spoken to were
With China, the divergence from the West confident the protests would lead to the fall
looks equally intractable. Xi’s speech from the of the regime, it doesn’t look that way to me.
Congress late last year was Marxist Leninist Iran may be a rounding error in economic terms,
in tone: we are going to choose our own road, but its geopolitical impact is much greater.
and Taiwan is a fundamental part of Mao’s President Biden wanted to re-constitute the
legacy. At a meeting in Washington recently, nuclear agreement – the Joint Comprehensive
a senior Republican asked a group of us: Plan of Action – but that has collapsed and
“what can I do to help you in business?” When Iran is still working towards developing
I said: “you can reduce the invective against the nuclear weapons.
Chinese,” her response was that is not going to
This comes against a subdued economic
happen. But the way to deal with the Chinese is
backdrop. Global GDP is set to grow in 2023
not to insult them in public – you can make your
at 1.5-2%. We are moving from a world with low
arguments privately and they will listen.
interest rates, inflation and energy costs, to one
where everything is reversed. Inflation is going
to continue, if we’re lucky, at 3% or 4%;
interest rates probably at 4% to 5% – certainly
higher than we are used to; and energy prices
will also remain high.
The 2020s, in other words, will be very different
from what we are used to. And that means you
will have to run your business or live your life in
a totally different way.

Industry outlook
Our world now continued
World economic outlook growth projections (%) Contribution to world GDP growth (% share of
world growth)
4.2
4.0
3.9
4
3.4
3.1
2.9
2.7 3
2
1.4 EM ex China and India
1.2
AE ex US and EA
1 India
China
EA
0 US
2022 2023 2024 2022 2023 2024 2022 2023 2024
Emerging market 2023 2024
Advanced & developing
Global economy economies economies
Sources: IMF and IMF staff calculations
Note: AE = Advanced economies; EM = Emerging economies;
Source: IMF World Economic Outlook Update, January 2023 EA = Euro area
Growth projections by region (% change)

5.3 5.3
5.2
4.3
4.1
3.9 3.8 3.8
3.7
3.4 3.5
3.1 3.2
2.9
2.0 2.1
1.8
1.6
1.4
1.0
0.7
2022 2023 2024 2022 2023 2024 2022 2023 2024 2022 2023 2024 2022 2023 2024 2022 2023 2024 2022 2023 2024
World United States Euro Area Middle East & Emerging & Latin America & Sub-Saharan
Central Asia Developing Asia The Caribbean Africa
Source: IMF World Economic Outlook Update, January 2023

0 1 2 3 4
A new world order

We’re moving from a world dominated by
“ The two key issues
the US to one that is more polycentric; at the
very least it’s a G2 world now with the US and
for businesses deciding
China, and that could become G3 with India.
The two key issues for businesses deciding
where they want to
where they want to operate will be growth and
security. The Middle East is full of promise
operate will be growth
going forward; Saudi Arabia grew 8.5% in
2022, and Qatar and the Emirates are also
and security”
growing strongly. Asia outside China is also
very attractive, especially Indonesia, Vietnam, Technology to the rescue
Malaysia and the Philippines. Vietnam grew
With inflationary forces baked into the global
at 8% in 2022 – its fastest rate since 1997.
economy for the foreseeable future, one of
The Americas are going to become more the few bright spots is the role that technology
important for different reasons. The world can play in countering inflation by reducing
has to find places that are more secure; you the cost of production in so many areas,
can’t onshore labour intensive manufacturing from car manufacturing to the environment.
to countries like the US because of the cost, Tech boomed on the back of quantitative
but although Latin America has shifted to the easing which fuelled an era of cheap money.
left, it represents a relatively stable business As the cost of borrowing has gone up over the
environment. Mexico is on the doorstep of last 12 months, tech stocks went out of favour;
the US and offers a great partnership. I’m but when interest rates start to fall, there will
very bullish on Brazil with Lula back in charge inevitably be a reassessment of the growth
because there is a highly entrepreneurial part of the market, and technology will stand
culture there. Further afield, another example out as the beacon. Technology in its different
of companies moving to more secure locations forms has always enabled us to do more with
is Morocco, where car manufacturers are less. If you went back in time and asked if we
re-training rug weavers to wire their vehicles. would be able to survive as a species with
the population at the level it is now, people
The US has the prospect of re-kindling growth
would have said that was not possible. But we
with lower taxes and less regulation after the
managed to build the technological responses
Presidential election in 2024 if the Republicans
that have made that so.
win; there are already promising signs on
inflation and interest rates. In the advertising world, today’s growth is
all digital. Spend focused on digital media
Europe looks much less promising and the
represents 60-65% of budgets this year; it will
UK worst of all. The current situation in the
reach over 70% by 2025. The argument that
UK is like the 1960s. The fundamentals are
advertising is going to rise as a proportion
so difficult in a post-Brexit world: there is an
of GDP from about 1% in the US to one and
exodus of people from the financial community
a half is entirely premised on digital growth.
and a failure to acknowledge that the reason
Our forecast for the platforms is 7-8% growth
prospects are so gloomy is because of Brexit.
in advertising revenue in 2023, with Apple
What does all this mean for S4Capital? Our and Microsoft leading the pack. We see a
geographical split is currently 75% North strong push for digital transformation ahead
and South America; 18% EMEA; 7% Asia. and Technology Services – the part of our
Previously our objective was to move to business that helps companies to manage that
40/20/40, but now it will probably be 60/20/20. – will be up by 7-10%. The metaverse will also
provide growth opportunities in time. It’s now
happening in sectors such as entertainment,
luxury, healthcare and sport; we’re already
working with NBA for example.

Industry outlook
Ad spend evolution by channel ($bn)

500 482.8
452.0
450
422.8
394.4
400
347.0
350
300
250
200 188.7 192.7

179.3 182.4 182.7
150
100
54.2 51.3 49.5 48.4 47.4

50 38.3 39.1 40.2 41.0
34.9
34.3 35.6 36.3 37.4 38.3
1.9 2.4 2.6 2.7 2.8
0
2021 2022F 2023F 2024F 2025F
Digital Television Print OOH Radio Cinema
F: Forecast
Source: Dentsu 2023 Global Adspend Forecast
Digital ad spending worldwide 2021-2026 ($bn)

$835.82
$765.98
$695.96
$626.86
$567.49
$522.5
71.1% 72.5%
67.4% 69.2%
65.2%
63.1%
29.5%
8.6% 10.5% 11.0% 10.1% Digital ad spending

9.1%
% of total media spending
% change
2021 2022 2023F 2024F 2025F 2026F
Note:
Includes advertising that appears on desktop and laptop computers as well as
mobile phones, tablets and other internet-connected devices, and includes all the various
formats of advertising on those platforms; excludes SMS, MMS and P2P messaging-
based advertising.
F: Forecast
Source: eMarketer

0 1 2 3 4
Our market now
7-8%
Digital media spend is projected to grow
11.7%
Digital transformation services is expected
at 7-8% in 20231 to grow 11.7% in 20232
$197bn
AI is already a $197bn market growing at 44% 3
$21.1bn
Influencer spend expected to be $21.1bn
in 2023, up 29%4
7-8%
The three main platforms are expected to grow
+87%
Top 25 agency groups had 2021 revenues of
ad revenue by 7-8% in 20235 $129bn, S4Capital Group has 0.73% market
share, up 87%6
Sources:
1. GroupM, Dentsu, ZenithOptimedia, Magna, 4. Influencer Marketing Hub, 2023
December 2022 5. Morgan Stanley, March 2023
2. Gartner Digital Business Implementation Services, 6. AdAge, April 2022
April 2022
3. GrandView Research, Artificial Intelligence
Market Report, 2023
The bots are coming The new watchword is agility

AI is going to have a huge impact in the sectors For clients, agility is a key priority – both
we serve, and that plays perfectly to our internally and from their partners. The two
transformative mission. Media.Monks’ report, big issues for clients right now are top-line
The Revolution Will Be Generated: how AI is growth, which has become extremely elusive;
changing everything you know about marketing, and pricing, with the need to adjust prices
sets out how artificial intelligence and machine in response to inflation. They want speed
learning will disrupt business across content, of execution, less bureaucracy, and they
data and digital media, and technology, in what want advertising that delivers activation and
could prove a Kodak moment for those who fail performance, with the help of media mix
to keep up. Generative tools like ChatGPT and modelling, and ROI measurement.
Bard are already accelerating the delivery of
hyper-personalisation, conferring superpowers Shifts and transitions
in terms of productivity and capability to our Consumer behaviour has modified to
teams in all departments, and enabling us coincide with the shift in clients’ priorities.
to create AI-driven brand experiences for Attention spans have shortened, and
our clients. AI may also encourage big tech consumers have become more promiscuous
platforms to bypass media agencies and go in their perspective towards brands.
straight to clients –
without having to employ The immediacy of attention spans creates a
thousands of people to execute media plans. further imperative to focus on activation and
In that case we will fulfil a new role: providing performance, at the expense of long-term
assurance that the algorithm is optimised brand awareness. In short, we must be much
for clients’ benefit. Everyone has to decide more in the consumer’s face. This will be
whether AI is a threat or an opportunity; anathema to some people in our industry, but
for us it is unambiguously the latter and data-driven creative is better than intuitive
we will be relentless in exploiting our early creative. It’s natural that creatives want to
mover advantage.

Industry outlook
produce great campaigns and get lauded for

their work. But lavish TV films are no longer “ Everyone has to decide
where the action is; that’s digital campaigns
delivering measurable results. And this is not whether AI is a threat or
a temporary state of affairs – it is long term
or permanent. an opportunity; for us it is
In the short term, expediency dictates that
the emphasis on ‘purpose’ is also going to
unambiguously the latter and
be reduced. That’s because of the focus on
immediate priorities, the need to have a good
we will be relentless in exploiting
story to tell at the next quarterly earnings
call. You could see evidence in the fact that
our early mover advantage”
the CEOs of both Unilever and Vodafone –
companies with a strong sense of purpose – Whoppertunity knocks
are departing. It’s the same logic by which the
Our 20/20 strategy – to win 20 clients with
activist group Bluebell is demanding that Larry
billings of $20 million a year, or ‘whoppers’ –
Fink resign at Blackstone, because they say
has now reached the halfway stage. During the
he’s not taking ESG seriously enough. And the
last year we went from 6 to 10 confirmed
same argument has led the UK Government to
‘whoppers’. And we have a healthy pipeline
decide on opening a new coal plant in Cumbria.
of further candidates for ‘whopper’ status
It’s needs must when the devil drives.
going forward.
We are strengthening our practices A focus on talent
In 2022, Media.Monks merged with enterprise Finally, a word about our people. We are seeing
technology developer TheoremOne, and with something of an armistice in the war for talent.
social media content company XX Artists. We’ve always had to deal with a strong market
These new additions are not only strengthening for digital skills, in which some of our people
our three practices, but also reinforcing were lured away with crazy money, options and
our capabilities with the tech platforms. job titles, but it forced us to be competitive.
TheoremOne has significantly upped our That market has now eased, with Amazon,
Technology Services game in the US, providing Meta, Microsoft, Netflix, PayPal and Spotify
a distribution network for Zemoga in Colombia. all cutting, and others including Apple and
XX has reinforced our social practice and is Alphabet, reducing their hiring.
particularly strong with Google and YouTube.
We’re now 65% Content; 25% Data&Digital We’ve ended the year with 8,900 people and
Media; and 10% Technology Services. we’re applying a brake rather than a freeze on
I really want it to be 50/25/25. The push for recruitment – which means we are able to look
technology transformation is going to be big carefully and selectively at hiring decisions.
in 2023, and our forecast for Technology In effect we’ve slightly reduced the headcount
Services is 15-20% growth, so we are definitely in Content and in Data&Digital Media, while
getting there. building up Technology Services.
Our unification strategy calls for further energy The situation in the world may be discouraging,
and commitment as we continue to expand. but one thing we won’t sacrifice is our
Parts of our operation that we need to integrate commitment to diversity and wellbeing
more include Cashmere, Decoded and Jam3 in among our people – including our Women in
North America; and Raccoon in Brazil. We’ve Leadership Program, Fellowship Program and
come a long way already and we will realise our new Scholars Program that is going into
increasing benefits from adopting a unitary US high schools to recruit. For anyone starting
brand and a single P&L. a career these are challenging times. It may
be a cliché, but our people are our future –
and our best chance to navigate to an era
of greater optimism.

0 1 2 3 4
ESG: Our sustainability commitments
“ We firmly believe that technology and

creativity can be used as forces for good and are
powerful tools in transitioning towards a more
sustainable society. This belief is the core of our
sustainability vision, strategy and commitments”
Victor Knaap
Chair of the ESG Executive Committee
A year of action
Within our industry, we’ve seen new initiatives In 2022 we focused on our people and people
and tools launched, like AdGreen, to help experience with the appointment of our Global
us move towards a more sustainable future Chief People Officer James Kinney. James and
through increased transparency and measuring our People team set our People strategy into
of CO2 emissions. There has also been an motion with the launch of our DE&I platform
increased level of collaboration, amplified by that vitally touches all aspects of our business –
pledges, in which we share best practices and Diversity in Action.
knowledge. We support these initiatives and
Embedding a greater understanding of diversity
continue to engage with leading stakeholders,
and cultural fluency into the Group is also a top
industry efforts and global initiatives – like the
priority, and to emphasise its importance and
World Economic Forum and the International
our commitment we signed the United Nations
Business Leaders’ Advisory Council (IBLAC),
(UN) Women’s Empowerment Principles.
both attended by Executive Chairman, Sir
Martin Sorrell. We continued to focus on closing the
representation gap in our industry by
Media.Monks signed The Climate Pledge
providing training to underserved and/or
in 2021 with a goal to reach net zero by
underrepresented talent. We support our clients
2040. To set science-based targets we took
in the mission towards a more sustainable
full inventory of our emissions, using the
future by continuing to use technology and
Greenhouse Gas (GHG) Protocol standards
creativity as a force for good in helping them
to understand the reduction opportunities
amplify messages of the unheard.
within the Group. We submitted our SBTi letter
of commitment at the end of 2022, and are
developing a detailed roadmap in 2023.
We also enhanced our ESG governance
structure, updated our global policies and
compliance, completed our TCFD risk
assessment and entered our ESG data into
the CDP’s global disclosure system for the
first time.

ESG reports
Our sustainability commitments continued
Our ESG strategy Our B Corp ambition demonstrates how we

strive to become industry leaders – which we
Each of our strategic pillars contribute to our
believe starts with increased transparency and
overarching ESG goal: to become a more
standardisation in order to measure, compare
sustainable and inclusive, global Company.
and adjust.
To that end, we are working towards B Corp
certification as an acknowledgement
of our efforts, and are now in the full
scope assessment.
Our strategic pillars
Zero Impact Workspaces Sustainable Work Diversity, Equity

and Inclusion
Our goal: Our goal: Our goal:

A climate neutral and A catalyst for change, An equitable, inclusive
environmentally conscious leveraging our expertise to workplace where people of
household, with tangible efforts innovate with technology and different backgrounds can grow
in our daily operations. creativity For Good, for and their careers in a culture that
with our clients. is committed to diversity in all
its forms.
Our plan: Our plan: Our plan:

Set a science-based emissions Implement our Sustainable Intentionally work towards
reduction target for Scope Production Lab report findings balanced representation, taking
1, 2 and 3. into our daily operations. into consideration the diversity
of the places around the world
where we operate.
Read more on page 50 Read more on page 55 Read more on page 57

0 1 2 3 4
Our impact model Significant positive impact can be found in

our work for clients, ranging from awareness
The impact model below explains how our
raised on social topics to changed consumer
sustainability strategy, our activities and the
behaviour. We are actively working to decrease
resources we utilise each lead to our ultimate
this negative impact of our business operations
impact goal. It visualises how we create added
and increase our positive added value through
value not only now, but also in the long term.
our creative work.
Input People Resources Our relationships

8,3081 people 77 offices Clients
32 countries 5,812 MWh Business partners
electricity used
48% women Charities
49% men 14,071,207 km
3% undeclared travelled by plane
ESG Our vision Our ESG mission Our strategy

business Creativity and technology We are a catalyst for Zero Impact Workspaces
model are forces 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 Offered 392 3.7 tCO2e per FTE £977.2 million 10,061 projects
intern positions revenue3
22.5% of 445 projects
Launched Diversity in waste separated £51,503 (0.01% For Good
Action framework of revenue) and
57% of electricity
4,090 hours
Enhanced is renewable
donated to charities
content training
Long-term We empower our We create a We remain We improve the

value people to be a catalyst climate-neutral and economically viable sustainable impact
for change, in an environmentally and invest in our of our clients – to
inclusive, diverse and conscious innovations to enable bring about the shift
creative workplace business operation us to contribute in attitudes and
to sustainability behaviour needed
challenges in the to reach the SDGs
long-run
Zero Impact Workspaces Sustainable Work Diversity, Equity and Inclusion
Notes:
1. Full time equivalent (FTE) people excluding contractors, contingent workers and interns.
2. Revenue excluding current year acquisitions of XX Artists, TheoremOne and 4 Mile.

ESG reports
TCFD Report
The S4Capital Board has overall responsibility to assess the basis

on which the Company generates and preserves value over the long
term, including the sustainability of the Company’s business model
and how its governance contributes to the delivery of its strategy.
In line with the ‘Task Force on Climate-related Financial Disclosures’ (TCFD) recommendations and Listing Rule LR
14.3.27R, S4Capital has provided information to stakeholders on its climate-related risks and opportunities and
relevant governance structures, in turn helping them to make informed decisions. We set out below our climate-related
financial disclosures consistent with all the TCFD recommendations and recommended disclosures. By this we mean
the four TCFD recommendations and the 11 recommended disclosures and report on all greenhouse gas Scopes, 1,
2 and 3. For Scope 3 we have examined all the 15 categories to determine the material categories that we include in
our reporting. This has been consistent with our 2021 annual ESG Report. Each year we will reassess all categories
and decide which ones are material for our organisation to report on. When a category becomes a material category
for reporting, this category will be part of our next year’s annual reporting. For 2022 we are reporting on six out of 15
Scope 3 categories: Purchased Goods and Services, Capital Goods, Fuel- and Energy-related activities (not included
in Scope 1, 2), Waste generated in operations, Business Travel and Employee Commuting.
We set out below our climate-related financial disclosures consistent with all of the TCFD recommendations as
detailed in ‘Recommendations of the Task Force on Climate-related Financial Disclosures’, 2017, with consideration
of the additional guidance in ‘Implementing the Recommendations of the Task Force on Climate-related Financial
Disclosures’, 2021.
While we consider ourselves compliant with Strategy (a) and (b), further work is underway to enhance the quantification
of risks and opportunities and to determine financial impacts. Details on the 11 recommended disclosures can be found
at the following pages:
Recommendation Recommended disclosures Reference
Governance a) Describe the Board’s oversight of climate-related risks and opportunities Page 41
Disclose the organisation’s
governance around
b) Describe management’s role in assessing and managing climate-related Page 42
climate-related risks
risks and opportunities
and opportunities
Strategy a) Describe the climate-related risks and opportunities the organisation has Page 42
Disclose the actual and identified over the short, medium, and long term
potential impacts of b) Describe the impact of climate-related risks and opportunities on the Page 44
climate-related risks and organisation’s businesses, strategy, and financial planning
opportunities on the
c) Describe the resilience of the organisation’s strategy, taking into Page 43
organisation’s businesses,
consideration different climate-related scenarios, including a 2°C or
strategy, and financial
lower scenario
planning where such
information is material
Risk management a) Describe the organisation’s processes for identifying and assessing Page 44
Disclose how the climate-related risks
organisation identifies, b) Describe the organisation’s processes for managing climate-related risks Page 44
assesses, and manages
c) Describe how processes for identifying, assessing, and managing Page 44
climate-related risks
climate-related risks are integrated into the organisation’s overall risk
management
Metrics and targets a) Disclose the metrics used by the organisation to assess climate-related Page 48
Disclose the metrics and risks and opportunities in line with its strategy and risk management
targets used to assess and process
manage relevant climate- b) Disclose Scope 1, Scope 2, and, if appropriate, Scope 3 greenhouse gas Page 51
related risks and (GHG) emissions, and the related risks
opportunities where
c) Describe the targets used by the organisation to manage climate-related Page 48
such information is material
risks and opportunities and performance against targets

0 1 2 3 4
Governance
Board level
The S4Capital Board has overall responsibility
to assess the basis on which the Company
generates and preserves value over the Board
long term, including the sustainability of Overall Climate
the Company’s business model and how its Change Responsibility
governance contributes to the delivery of its
Inf
strategy. The Board is supported and informed
orm
on climate-related issues by various channels,
ati
on
including the Audit and Risk Committee and ESG Executive Audit and Risk
flo
Nomination and Remuneration Committee. Committee Committee
w
With assistance and information from the
ESG Executive Committee, the Board sets
the Group’s targets in relation to climate change
and will monitor implementation of climate
change mitigation projects and activities.
As the designated Executive Director for ESG Steering Committee
ESG-related matters, Victor Knaap provides
an operational and strategic channel to the
Board on climate change matters, and takes
overall responsibility for climate and other
sustainability issues. Additionally, the Board’s ESG Executive Committee
discussions on climate-related issues are led
by Non-Executive Director, Miles Young, who The ESG Executive Committee comprises three
presents to the Board at least twice a year on Executive Directors and the General Counsel
climate-related developments. He is supported and Head of Compliance. The Committee is
in at least one of these meetings by Regina chaired by Victor Knaap, who is the Executive
Romeijn, the Global Head of ESG. Director with primary responsibility for ESG
matters within the Group.
ESG risks, including climate change, are
periodically discussed by the Board alongside The Committee has responsibility for
the review of overall principal risks. On a ensuring that the Group’s ESG priorities are
monthly basis, updates on ESG matters are aligned with, and integrated into, the Group’s
provided to the senior leadership via scheduled overall business strategy. This will include
performance meetings; additionally a full ensuring that progress towards the Group’s
overview of ESG performance is conducted ESG ambitions are appropriately resourced
biannually with the Board. Progress against and included within the Group’s financial
climate-related targets and metrics, such as planning processes which include the annual
the Board-approved 2040 net zero target, budget, which is re-forecast on a quarterly
is monitored and overseen by the Board basis, and the three-year financial plan.
based on information provided by the ESG Miles Young will attend the ESG Executive
Steering Committee. Committee periodically.
The Audit and Risk Committee has Management level

responsibility for maintaining and reviewing the In 2022, the Group established the
Group’s register of risks covering all areas of management-level ESG Steering Committee to
the business, including sustainability-related manage climate-related risks and opportunities,
risks and particularly those relating to climate ensure appropriate reporting to the Board,
risk. The Committee meets at least three times and oversee gathering of data from across the
each year to review all risks, referring key Group to measure progress against targets.
matters to the Board. Chaired by Regina Romeijn, Global Head of
ESG, the Committee is a cross-functional team
with representation from finance, legal, HR,
operations, business and real estate.

ESG reports
TCFD Report continued
The ESG Steering Committee meets quarterly, Risk management

or more frequently if required, to ratify the
Climate-related risks and opportunities relevant
data and information, for instance emissions
to S4Capital were identified with the help of
and energy consumption, that flows up to
external consultants, CEN-ESG, and refined
the ESG Executive Committee, which takes
through consultation with internal stakeholders
overall responsibility for setting the Group’s
and senior management. S4Capital’s climate-
sustainability strategy. The strategy will be
related risk management is integrated into the
conveyed to the ESG Steering Committee
Group’s overall risk management framework,
and approved by the Board on an annual basis.
and assessed in the same manner as other
Progress and measurement against climate- Group risks.
related targets is incentivised at the executive
Risks and opportunities were considered
level through metrics applied under the
in all physical and transition risk categories,
Directors’ Remuneration Policy. In 2021,
current and emerging, whether they occur
the Nomination and Remuneration Committee
within the Group’s own operations or upstream
set an annual maximum climate-related bonus
and downstream of the Group, and whether
opportunity available to Executive Directors
they occur within the short, medium or long-
at 5% of the total bonus package.
term time horizons. Climate-related risks have
been classified as per S4Capital’s existing
risk management model, which will allow for
the integration with the existing risk matrix,
as recommended under TCFD guidelines.
Magnitude Low Medium High

Impact Immaterial impact on the Moderate regulatory High potential for
business: no regulatory impact, impact on disclosure to the market,
impact, immaterial relationships with clients high likelihood for
financial loss, immaterial which does not affect the significant fall in share
impact on the operations strategy or financial health price, loss of key client
of the business or of the business, moderate (or a group of clients),
key clients. impact on operations significant impairment
(minor disruption of of business operations
services, no major loss (closure or suspension
of personnel). of business operations,
high staff turnover, or loss
of key personnel).
Substantive impacts are those that would Strategy

have a significant adverse impact on the
S4Capital recognises that climate change
Group’s business, materially affecting its
presents both risks and opportunities to our
business model, future performance, solvency,
business. Overall, we consider our climate
liquidity or reputation. Any mitigation factors
exposure to be low, and in isolation the impact
for climate-related risks are also included
of most climate-related risks is limited. Having
in the Group Risk Register, if relevant and
considered the below risks and opportunities,
material enough. Risks are subject to continual
we conclude that the Group’s strategy is
refinement and quantification over time, which
resilient to climate change, with financial
assists with incorporation of climate-related
impacts classified as low, with moderate at
risks into the overall strategy, budgeting and
worst. Mitigating actions are in place or planned
financial statements.
to further reduce and minimise the impact of
these risks. Any impact will be accommodated
into business-as-usual activity, so no
fundamental change to the business strategy
or budgets resulting from climate change is
likely to be required in the foreseeable future.
In addition, there are no effects of climate-
related matters reflected in judgments and

0 1 2 3 4
estimates applied in the financial statements. The assumptions and limitations of scenario
S4Capital has committed to a net zero carbon analysis are as follows:
future and is in the process of establishing a
1. Scenario analysis requires analysis of
transition plan to achieve that.
specific factors and models them with
We have used scenario analysis to improve fixed assumptions.
our understanding of the behaviour of certain
risks under different climate outcomes, which 2. It is assumed S4Capital has the same carbon
helps to assess the resilience of the business to footprint and the same business activities in
climate change. Accordingly we have selected the future as are in place today.
three scenarios, looking forward to 2050: 3. Impacts are to be considered in the context
of current financial performance and prices.
• Net Zero 2050 (NZE)1 A normative scenario
which sets out a narrow but achievable 4. Impacts are assumed to occur without the
pathway for the global energy sector to Group responding with any future mitigation
achieve net zero CO2 emissions by 2050, actions, which would reduce the impact
whereby globally temperatures rise by 1.5°C of risks.
by 2100 from pre-industrial levels, with 50% 5. The analysis considered each risk and
probability. It does not rely on emissions scenario in isolation, when in practice
reductions from outside the energy sector climate-related risks may occur in
to achieve its goals. parallel as part of a wider set of potential
• Stated Policies (STEPS)1 The roll forward global impacts.
of already announced policy measures. 6. Carbon pricing was informed by the Global
This scenario outlines a combination of Energy Outlook 2022 report from the
physical and transitions risk impacts as International Energy Agency (IEA).
temperatures rise by 2.6°C by 2100 from
pre-industrial levels, with a 50% probability. For the relevant risks set out on page 44, we
This scenario is included as it represents a have determined quantifiable impacts where
mid-way pathway with a trajectory implied by the underlying data is available and where the
today’s policy settings. current understanding of the risk is robust.
Scenarios have been supplemented with
• RCP 8.52 Where global temperatures rise additional sources that are specific to each
between 4.1-4.8°C by 2100. This scenario is risk to inform any assumptions included in
included for its extreme physical climate risks projections. Having assessed the behaviour
as the global response to mitigating climate of these risks under different scenarios, we
change is limited. are satisfied that our risk mitigation strategies
and action plans provide sufficient financial
resilience to climate change.
1. IEA (2021), World Energy Outlook 2021, IEA, Paris https://www.iea.org/reports/world-energy-outlook-2021/scenario-

trajectories-and-temperature-outcomes.
2. IPCC, 2014: Climate Change 2014: Synthesis Report. Contribution of Working Groups I, II and III to the Fifth Assessment
Report of the Intergovernmental Panel on Climate Change.

ESG reports
Risks
Four key climate-related risks have been identified. These risks have been assessed in isolation
and categorised as low impact. The Group acknowledges that the cumulative impact could be
greater if more than one of these risks were to manifest at the same time. These are discussed in
greater detail below.
1. Carbon pricing in 2. Reputational 3. Extreme 4. Regulatory and

Risk own operations risks weather events industry standards
Type Transition Transition Physical (acute Transition
(emerging (reputation) and chronic) (current regulation)
regulation)
Area Own operations Downstream Own operations Own operations
Primary Increased Decreased Increased Decreased access
potential indirect revenues due indirect to capital
financial (operating) to reduced (operating)
impact costs demand for costs
products
and services
Time horizon Short term Short term Medium term Short term
Likelihood More likely Likely Unlikely Likely
than not
Impact Low Low Medium-low Low
Location or Global Global Shanghai Global
service most Maharashtra
impacted Selangor
1. Carbon pricing in own operations limited to 1.5°C through proactive government

The cost of carbon and the number of interventions and international collaboration.
countries adopting carbon price mechanisms is Increased carbon prices would lead to an
expected to rise as businesses are made more increase in the costs to the Group either in
accountable for their energy use and carbon the cost of power, carbon offsets or carbon
emissions. The International Energy Agency taxes based on our Scope 1 and 2 emissions.
(IEA) forecasts that carbon prices (US$/ Additionally, unforecasted and abrupt increases
tCO2e) and their implementation globally are to carbon prices during a disorderly transition
projected to rise, with particularly significant to net zero may cause a particularly significant
increases under the Net Zero 2050 (NZE) financial shock to companies that are
scenario whereby global temperature rise is decarbonising slowly.
Carbon prices (US$/tCO2e) under NZE and STEPS are projected to increase as below.
Carbon price estimates (US$/t)1

2030 2040 2050
Scenario – STEPS
EU (as worst case) 90 98 113
Global average 45 58 72
Scenario – NZE
Advanced economies 140 205 250
Global average 85 150 210
Note:
1. Used as Global est. Source: IEA (2022), World Energy Outlook 2022, https://iea.blob.core.windows.net/assets/c282400e-
00b0-4edf-9a8e-6f2ca6536ec8/WorldEnergyOutlook2022.pdf

0 1 2 3 4
In the table below we calculate the impact of carbon prices on FY 2022 Scope 1 and 2 emissions
under NZE and STEPS, using a global average of carbon price estimates. We assume tax on
100% of Scope 1 and full pass through from electricity providers. This projection takes into
account that under the optimistic NZE scenario, residual Scope 2 emissions are reduced to zero
from 2040 and only Scope 1 emissions remain consistent. However, as noted in the assumptions
and limitations section, these projections assume that S4Capital’s business activities and carbon
footprint will stay the same, whereas the achievement of the Group’s net zero target should entail
that both Scope 1 and 2 emissions are effectively reduced to 0 by 2040. Therefore this table gives
an approximate indication of taxes incurred if the Group’s Scope 1 emissions are not reduced and
net zero targets are not achieved.
FY 2022 (tCO2e) STEPS Scenario (US$) NZE Scenario (US$)

Scope 1 Scope 2 Total 2030 2040 2050 2030 2040 2050
Global 4,581 1,024 5,605 240,633 295,061 359,953 452,321 687,150 962,010
S4Capital can potentially mitigate the impact sustainability requirements into their tenders,
of carbon pricing through self-generation of and require supplier carbon assessments.
electricity on its estate, whilst simultaneously Almost all clients take into account
reducing operational cost and cost exposure sustainability credentials, pledges, agreements,
to energy price fluctuations. We will consider ESG related KPIs and commitments as part of
broadening the renewable energy share in the RFI/RFP process. Some existing clients ask
our own energy mix by moving our offices S4Capital to report on EcoVadis, CDP, Supplier.
to buildings run by renewable energy when io, B Corp status, SBTi; there is a minor risk
possible, which has increased our total that not reporting or poor performance against
renewable energy usage to almost 60% in ESG frameworks may make the Group a less
2022. Where possible we seek to reduce attractive business partner or supplier.
our Scope 1 and 2 emissions to minimise the
S4Capital is targeting net zero emissions
potential additional operating costs resulting
by 2040; the failure to meet this or other
from the projected carbon price scenarios.
emissions targets would potentially affect the
For instance, in 2021 we signed The Climate
credibility of our ESG strategy and cause some
Pledge, with a mission of reaching net zero
reputational damage to the Group. Even if the
carbon emissions by 2040 and therefore have
Group sufficiently reduces our emissions in
zero emissions to tax.
our direct operations, there is a risk of our data
The Group takes sustainability into server supplier not adequately decarbonising in
consideration in selecting and integrating time. However, this is not deemed a significant
new offices, and in 2021 circulated a risk given the time-frame for decarbonisation.
questionnaire regarding measures taken, such Real or perceived irresponsible practices on
as procurement of green energy or LED lighting the part of S4Capital, or ‘greenwashing’, may
installations. Where possible we seek to move also limit new business and hamper revenue
to green certified buildings, and compensate generation, and failure to react appropriately
for the remaining emissions. Additionally, we and rapidly to changes in client behaviour
seek to reduce the percentage of ICE vehicles may result in the erosion of our client base.
in our fleet by continuing to reduce our fleet Competitors are increasingly making progress
as much as possible to none, and transition on sustainability, and market their credentials.
existing vehicles to hybrid or electric. At the Reputational damage may lead to financial
time of writing 20 of our 28 leased fleet are losses, decreased access to capital, or loss
ICE vehicles. of market share to competitors.
2. Reputational risks Quantification of this risk impact is difficult, but
We operate in highly competitive markets, we nevertheless expect our exposure to be low
where consumer behaviour, needs and in light of our commitment to transparency and
demands are evolving in reaction to climate our ambition to be at the forefront of the sector
change. Corporate and consumer activism with respect to our sustainability initiatives
increasingly presents a risk to companies and reporting. S4Capital screens new clients
with weak sustainability credentials and/or that may be especially exposed to transitional
performance. Indeed, some clients incorporate climate risks or public controversy, and to
ensure that any consequent risks that

ESG reports
arise are proactively managed. For instance Further, property damage may lead to increases
we have now transitioned out of all Oil and Gas in insurance premiums, or indirect costs where
clients. Additionally, the Group’s Sustainable lessors pass on the costs of their increased
Procurement Policy that we have now drafted insurance premiums to lessees.
sets out our requirements for suppliers, and we
The Group’s diversified portfolio of offices
engage with our main clients and suppliers to
across the world reduces its overall vulnerability
determine their performance against various
to localised flooding events, and most of our
environmental metrics, their quantitative
sites are leased, resulting in limited asset risk
climate targets, and submissions to CDP.
to S4Capital. The risk of operational disruption
This screening is in the process of refinement
from coastal or fluvial flooding and other
and is likely to become stricter in the future,
acute physical risks is largely mitigated by the
but already excludes clients in specific
ability to adopt remote working, initiated by the
unethical, controversial or environmentally
covid-19 pandemic, which would reduce service
damaging industries.
disruption and allow the Group to recoup any
Given the diversity of our client base and losses incurred to local business operations.
the various industries we serve and the Ordinarily, the Group facilitates flexible working
consideration we take in selecting our client arrangements, with the expectation that 40%
base, it is generally possible to contain of the working week will be from employees’
the impact. We believe that the potential homes. Further, consideration of chronic
for negative reputational concerns is physical risks will inform future real estate
well mitigated. We have made strides to strategy decisions, taking into consideration
demonstrate our consideration of ESG issues, energy-efficiency measures and proximity
such as by becoming the first advertising and to areas at risk of sea level rise and other
marketing firm to commit to Amazon’s The chronic risks.
Climate Pledge, and by making a commitment
to increase progress towards gaining B Corp 4. Regulatory and industry standards
certification by 2023. Additionally, the Group Sustainability reporting requirements are
has an internal reputational risk crisis expert consolidating at a fast pace and may become
to manage the potential negative reputational especially rigorous under scenarios involving
effects that may arise from our work. proactive government intervention to meet
emissions reductions targets, such as the
3. Extreme weather events NZE scenario. As a relatively new Company
While extreme weather events have not undergoing rapid expansion, the tightening
previously affected the Group, with offices of climate-related regulation may constitute
in 30 countries in 2022 and an agenda for a risk to the Group if it does not maintain the
expansion, we may face increased physical appropriate internal controls to facilitate timely
risks from climate change such as issues and accurate reporting. Failure to meet ESG
including rising sea levels and flooding. reporting obligations may dissuade potential
These risks may be especially acute under a investors or incur penalties from regulators.
RCP 8.5 scenario, in which global temperatures
The Group’s control systems, processes and
rise between 4.1-4.8°C by 2100.
governance arrangements are continually
Flood risk may affect operational/office developing to ensure accurate collection
capability, but our asset risk is limited due to of relevant ESG metrics and regulatory
our locations being leased premises for the compliance. We have processes to monitor
most part. Notably, according to tools such regulatory requirements in place, and continue
as WWF Water Risk Filter and WRI Aqueduct, to follow developments in ESG frameworks,
some of our sites are in areas at high or such as the ISSB body to create a global
very high risk of coastal or fluvial flooding, baseline for sustainability-related disclosure
namely those in Shanghai, Maharashtra and standards. In 2021, we signed the Commitment
Selangor. Flooding or other weather events in Letter of the World Economic Forum, reflecting
these areas may have a number of negative our commitment to the global alignment effort
effects; for instance, the temporary closure on ESG Reporting and to the Stakeholder
of offices or damage to regional infrastructure Capitalism Metrics Initiative (SCMI).
may temporarily cause reduced productivity
and revenue, and/or require the relocation
of personnel to other offices.

0 1 2 3 4
Opportunities
2. Development and/or
expansion of low
1. Use of lower-emission emission goods 3. Access to
Opportunity sources of energy and services new markets
Type Energy source Products and services Products and
services
Primary potential Reduced indirect Increased revenues Increased revenues
financial impact (operating) costs resulting from resulting from
increased demand for increased demand
products and services for products
and services
Time horizon Short term Short term Short term
Likelihood Likely Likely More likely than not
Magnitude Low Low Low
1. Use of lower-emission sources of energy 2. Development and/or expansion of low

Through carbon reduction initiatives S4Capital emission goods and services
has the opportunity to decrease its energy use. Enhancing S4Capital’s environmental credibility
The Group sees power purchasing agreements through improved practices and transparency
for renewable electricity as a further of reporting may lead to new revenue
opportunity to reduce our emissions intensity. opportunities from environmentally-conscious
This will decrease the Group’s exposure to commercial partners (Purpose-driven clients).
energy costs and limit the potential impact of Banks analyse publicly-available data through
any carbon pricing mechanisms on the Group. non-financial ESG reporting frameworks,
such as MSCI.
Additionally, by investing in resource efficiency
and energy use the Group may benefit from A number of actions are being implemented
lower and more stable operating costs. that may differentiate S4Capital from its
The Group is also increasing the share of sector peers. For instance, we are taking steps
electric cars in our leased fleet, and where towards B Corp certification across the whole
possible seeks to use more sustainable business by 2023, which would present an
travel options. opportunity to become a sustainability leader
among advertising agencies. Further, we seek
As offices are largely leased, the strategy
to reduce emissions from our digital products
to realise this opportunity will partly involve
and shoots wherever possible, thereby reducing
engagement with landlords to introduce
the ecological footprint of our output.
energy-saving measures. Best practices in
energy management with current offices will S4Capital actively advertises its climate and
also factor in reducing energy consumption. ESG credentials in pitches to clients, and is
Alternatively, the Group may have the able to offer clients real-time tracking of ESG
opportunity to move to more efficient buildings metrics associated with a campaign, such
or green certified offices at the time of lease as total carbon emissions generated and
renewal, and compensate for the remaining offsetting possibility.
emissions. At present, around 80% of our
offices make use of LED lighting, and we 3. Access to new markets
continue to seek other opportunities for energy New lines of business related to sustainability,
efficiency in areas including business travel, such as expanding sustainability consultancy/
vehicle fleet and refrigerants. advisory work, represents an opportunity
to capitalise on growing climate-awareness
Additionally, we are piloting a tool to make
among clients and grow revenues from
stored presentations in our cloud smaller to
products/services that support their
reduce the energy used for storage of our
sustainability ambitions. We see additional
Company files that include imagery, video,
net revenue of nearly £20 million from a base
GIFs and more.
of £23 million, for our 2022 ‘Delivered For
Good’ projects.

ESG reports
Material impact and our stakeholders
In 2021 and 2022 we began to integrate These include the Group’s target to reduce
sustainable production solutions more absolute Scope 1-3 emissions to net zero by
systematically into the work we produce for 2040. Scope 3 emissions, including activities
clients, so that – as a responsible value chain of third parties and objects not owned by
partner – we are doing what we can to help our S4Capital including business flights and daily
clients achieve their sustainability goals. As a commutes of our people, represent the largest
member of AdGreen, we seek to reduce the contribution to our CO2 emissions. We report
negative environmental impacts of products on our material Scope 1, 2 and 3 emissions,
through sustainable film shoots, and have emissions intensity and energy consumption.
the ability to conduct carbon neutral shoots For Scope 3 we have analysed all 15 categories
for clients. and identified six out of 15 material categories
that we report on: purchased goods and
Metrics and targets services; capital goods; fuel- and energy-
The Group has established clear targets related activities (not included in Scope 1, 2);
related to climate change, in line with the UK waste generated in operations; business travel;
Government’s commitment to net zero by 2050. and employee commuting.
Whilst recognising the recommendation to integrate an internal carbon price, this is currently
deemed unnecessary and immaterial to the business because S4Capital is not a carbon intensive
business. We may consider its use in the future, for instance in assessing large capex and
investment activities.
Link to risks and

Topic Unit Metric Target /KPI opportunities
Absolute Scope 1, 2 tCO2e Absolute Scope Net zero, 2040 Risk 1
and 3 emissions 1, 2 and 3 emissions 50% reduction
(location based) in business travel
emissions by 2040
Tracking of external YoY improvements Risks 2, 4
ESG ratings (e.g. Opportunity 2
CDP, EcoVadis, MSCI)
Total energy kWh Total energy All lights upgrade Risk 2
consumption consumption to LED in 2040
Transition to % and % and kWh All offices change Risk 2
renewable kWh of electricity to green energy Opportunity 1
electricity consumption in 2040
sourced from green
tariffs and/or energy
attribute certificates
Percentage and number % and % and number 100% renewable Risk 2
of ICE vehicles in number of vehicles by fuel energy powered
leased vehicle fleet type (BEV, PHEV/ cars by 2030
HEV, ICE)
Energy costs % 100% contracts Risk 2
as percentage renewable energy Opportunity 1
of total costs by 2030
Net revenue from ‘For £ and Net revenue from 10% of total revenue Opportunity 3
Good’ projects, and % For Good projects from For Good
as % of total revenue and as % of total projects in 2040
revenue (all
projects, paid,
discounted,
pro bono)
Net revenue from £ and Net revenue from 10% of revenue from Opportunity 2
Purpose-driven client % Purpose-driven client Purpose-driven client
projects, and % of projects and as % of projects in 2040
total revenue total revenue

0 1 2 3 4
To develop our sustainability strategy, we spoke Media.Monks materiality matrix 2023

with our key stakeholders – people, investors,
10
suppliers and clients – and considered the High impact
Sustainable Development Goals (SDGs) to
determine where we could make a positive,
material impact on the planet, climate
1
and society.
3
In assessing materiality impact in 2022, 2
Important for external stakeholders

we introduced new ESG-related topics (e.g.
community volunteering and donations) into our 4
6
survey and grouped some (e.g. biodiversity and 7 5
water) into bigger topics (e.g. climate change) 8 9
based on the results of last year’s survey and
10 11
the relevancy for our business. This year we Compliance
see a slight shift in the priority for our people
on many ESG topics, with those in the upper 12
right corner – high impact items – serving as
the backbone of our sustainability strategy.
Most significantly our people have indicated
an increase in awareness of ESG Impact.
In 2021, climate change, sustainable innovation
and technology, and diversity and inclusion Low impact
were the only three high impact topics for 13
our people. This year, we’ve seen more ESG-
related topics becoming important, including 5
community volunteering and donations and Important for Media.Monks 10
sustainable sourcing.
Hundreds of our people gathered worldwide to Zero Impact Workspaces Sustainable Work
donate nearly £10,000 to Ukrainians who are Diversity, Equity and Inclusion Part of overall Media.Monks
on the front line. The Group also raised and strategy, not part of ESG strategy
donated £14,000 to people in need who were
affected by the catastrophic floods in Pakistan.
High impact Compliance
The Media.Monks materiality matrix table (right)
1. Ethics and 6. Impact work
is based on our survey of our people, clients
responsible marketing 7. Climate change
and suppliers. It shows they value our focus on
Talent Development & Training (2), Diversity, 2. Talent development and training 8. Sustainable workplaces
Equity and Inclusion (3) and highlights the 3. Diversity and inclusion 9. Sustainability innovation
responsibility we have within our industry to 4. Working conditions (HR) and technology
foster ethical and responsible marketing (1). 5. Privacy and data protection 10. Waste and resource scarcity
This response signals a clear message: take 11. Sustainable sourcing
care of our people and be mindful of our impact 12. Community volunteering
in the industry and beyond. and donations
Low impact
13. Health and wellbeing

ESG reports
Zero Impact Workspaces

Our environmental commitments
In 2022, we matured in calculating our impact on the SDGs
planet by committing to the SBTi’s (Science Based

Targets initiative) Corporate Net-Zero Standard.
Previously, in both 2020 and 2021 – which Performance metrics
was the second time we calculated our CO2
Compared to our 2021 GHG disclosure,
footprint at a Group level – we followed the
our SBTi Baseline for 2021 introduced three
GRI Reporting Standard (2016) guidance on
additional GHG metrics: ‘refrigerant leakage’
Climate Change and Environment (302:Energy
(Scope 1), as well as ‘capital goods’ and
and 305:Emissions), together with TCFD
‘purchased goods and services’ (both Scope 3).
requirements on metrics and targets.
We identified that the GHG from these three
In early 2022, we aimed to better understand new metrics accounted for a substantial 83%
our actual impact and craft more effective of our recalculated GHG emissions in 2021.
strategies through the more stringent, science- This explains the significant difference between
based framework, with a goal of formally our GHG disclosures in the 2021 ESG Report
committing to SBTi standards. First, we and the 2021 SBTi Baseline.
needed to recalculate our 2021 GHG emissions
For 2022, we continued measuring our GHG
according to SBTi’s Corporate Net-Zero
emissions using the SBTi’s Corporate Net-
Standard. In the process, we learned that we
Zero Standard. The table on page 51 shows
needed to add more GHG metrics to measure
our performance in 2022 compared to our
our environmental impact more rigorously and
SBTi Baseline for 2021, to ensure a better
credibly to ensure we were setting meaningful
comparison of our performance year by year
and actionable decarbonisation targets.
and the consistency of methods recruited in
We formally signed our SBTi commitment
gathering the data.
letter in December 2022.
We have seen a growth of 30% in our
We calculated our emissions in accordance
workforce, we added 13 more offices and are
with the GHG Reporting Protocol – Corporate
operating in five additional countries. Given our
Standard. For the CO₂ calculations we used
hybrid working model, we have seen our people
accurate data where possible, and in some
returning to our workplaces which will result in
cases used estimates based on extrapolation.
more commuting and utility usage, adding to
We took a sum of all relevant data from offices
the absolute CO2 results.
with actual data, and extrapolated based on
headcount and square metres. For commuting As the first in our industry to sign The Climate
data, we distributed a global survey and used Pledge, we have committed to reaching net
the outcome to extrapolate commuting data zero by 2040 to do our part in holding global
for all of our people. warming below 1.5 °C. This will bring us on par
with net zero targets that we have committed
to via the SBTi letter of commitment, with an
overall target of reaching net zero by 2050.
We know we can make an impact in that
ambition by adjusting our operations and
have identified targets for potential emission
reduction of up to 42% over the course of
10 years via our SBTi commitments.

0 1 2 3 4
Total emissions 2022 per Scope %

Total Scope 1 14.96%
Total Scope 2 3.34%
Total Scope 3 81.70%
Total emissions 2021 per Scope %

Total Scope 1 32.0%
Total Scope 2 7.2%
Total Scope 3 60.8%
Greenhouse gas emissions per Scope, 2022 vs 2021: Media.Monks global

tCO2e tCO2e / FTE % of scope % of total tCO2e tCO2e / FTE
Scope Category 2022 2022 2022 2022 2021 2021
Scope 1 Natural gas 1,710 0.21 37.3% 5.6% 201 0.03

Direct Company cars 84 0.01 1.8% 0.3% 29 0.0049
emissions
Refrigerants 2,787 0.34 60.9% 9.1% 407 0.07
Total Scope 1 4,581 0.55 100% 15.0% 637 0.11
Scope 2 Direct heating 32 0.00 3.2% 0.1% 20 0.0034
Indirect Electricity – grey 991 0.12 96.8% 3.2% 561 0.10
emissions
Total Scope 2 1,024 0.12 100% 3.3% 581 0.10

Scope 3 Purchased goods and services 7,267 0.87 29.0% 23.7% 6,680 1.14
Other Capital goods 8,612 1.04 34.4% 28.1% 4,644 0.79
indirect
emissions Fuel- and energy-related activities 575 0.07 2.3% 1.9% 238 0.04
Waste generated in operation 337 0.04 1.3% 1.1% 78 0.01
Business travel (uber + train + plane) 4,987 0.60 19.9% 16.3% 650 0.11
Employee commuting 3,245 0.39 13.0% 10.6% 581 0.10
Total Scope 3 25,022 3.01 100% 81.7% 12,871 2.19
Total CO2 emissions 30,627 3.69 – 100% 14,089 2.40

ESG reports
Zero Impact Workspaces continued
Our performance With the majority of our offices located in

shared building or co-working spaces, it is
In 2022 we experienced higher tCO2e/FTE
still a challenge for us to be able to measure
due to increases in several categories: natural
our actual waste consumption and the
gas, capital goods and employee commuting.
ability to intervene in finding a systematic
In 2022 many of our people returned to
solution for waste recycling. We are highly
the workplace, compared to 2021, when
dependent on our landlord for local waste
lockdowns were still in effect in almost all
solutions. Much of our waste is still measured
countries worldwide.
manually or extrapolated based on our local
We transitioned from non-renewable energy team’s estimation.
to renewable energy as much as possible.
To calculate our potential refrigerant leakage,
Indeed, almost 60% of our energy use was
we followed UK Government - Environmental
from renewable sources. This number has
Reporting Guidelines: Including streamlined
doubled compared to 2021. When the option
energy and carbon reporting guidance, March
exists we make sure to have our new offices
2019 (Updated Introduction and Chapters 1
run on renewable energy. At some locations
and 2). Compared to 2021, this number has
we made the decision to move our teams to
significantly increased. This can be explained
offices where renewable energy is offered by
by the expansion of our team with offices in
the landlord, such as the move from our offices
hot-weather countries where refrigerant
in Paris and London from an old building to
systems are an essential part of the
a modern building run on 100% renewable
workspaces, like Brazil (Raccoon Group)
energy by 2040.
and Colombia (Zemoga).
Streamlined energy and carbon reporting for Media.Monks UK from 2020-2022

kWh kgCO2e kWh/FTE Kg CO2/FTE
UK energy data 2020
Gas 38,285 7,435 363 71
Electricity 57,519 10,695 546 101
UK energy data 2021
Gas 77,468 15,036 525 102
Electricity 81,106 15,049 550 102
UK energy data 2022
Gas 4,737,006 918,574 16,335 3,167
Electricity 1,516,204 2,777 5,228 10
% difference 2022 over 2021
Gas 6,015% 6,009% 3,009% 3,009%
Electricity 1,769% -82% 850% -91%

0 1 2 3 4
Greenhouse gas emissions per Scope, 2022 vs 2021

Media.Monks Media.Monks UK % of
global 2022 only 2022 Media.Monks
General metrics (tCO2) (tCO2) global
FTEs 8,308 FTEs 290 FTEs 3%
Office surface 69,855 m2 4,187 m2 6%
Media.Monks Media.Monks UK Media.Monks Media.Monks UK

Scope 1 global 2022 only 2022 % of Media. global 2021 only 2021
Direct emissions (tCO2) (tCO2) Monks (tCO2/FTE ) (tCO2/FTE )
Natural gas 1,710 919 54% 0.21 3.17
Company cars 84 0 0% 0.01 0.00
Total Scope 1 1,793 919 51% 0.22 3.17

Indirect emissions (tCO2) (tCO2) Monks (tCO2/FTE ) (tCO2/FTE )
District heating 33 0 0% 0.004 0.00
Electricity – grey 991 2.8 0.3% 0.12 0.01
Total Scope 2 1,024 2.8 0.3% 0.12 0.01

Other indirect emissions (tCO2) (tCO2) Monks (tCO2/FTE ) (tCO2/FTE )
Business flights 2,301 37 2% 0.28 0.13
Employee
commute by car 2,356 0 0% 0.28 0.00
Employee commute
by public transport 905 53 6% 0.11 0.18
Business travel
on land 2,670 47 2% 0.32 0.16
Servers 29 0.1 0.3% 0.00 0.00
Waste 337 2 1% 0.04 0.01
Water 121 31 25% 0.01 0.11
Total Scope 3 8,719 170 2% 1.05 0.59
Total tCO2e 11,536 1,092 9% 1.39 3.76
Note:
UK employee server use attributed emissions are based on FTEs based in the UK, per average FTE global on server use
(as servers are shared globally). Thus, UK based employees receive only their respective FTE share of emissions related
to server use.

ESG reports
Zero Impact Workspaces continued
S4 Forest What’s next

While our primary focus is on decarbonisation With our hybrid work environments, we will
of our operations, for emissions we cannot yet be assessing occupancy rate per location
decarbonise, we will continue to neutralise to avoid any unnecessary footprint, and
by offsetting. In 2022 our S4 Forest initiative identifying how we might use our offices more
was in its second year of cultivation. Our goal efficiently including office redesigns and use
has been to plant enough trees to offset of outdoor space.
average annual emissions of our people and,
When scouting new offices or replacing
in partnership with Tree-Nation, through the
existing ones that do not meet our standard,
end of 2022 we have planted 503,033 trees,
we are creating a process to screen or select
reforesting over 300 hectares and capturing
our office suppliers based on our Green
43,479 tonnes of CO2.
Building Checklist. We are also in the process
In 2022, our offsetting efforts dedicated of formalising our green building policy.
to reforestation programmes is to restore
Our travel policy is being updated in 2023
ecosystems, improve the livelihoods of local
given the expansion of our global footprint with
communities and help tackle climate change,
ongoing integration of recent combinations
namely: Eden Reforestation Projects in Nepal
both for commuting and necessary travel
and Madagascar; Usambara Biodiversity
related to client work.
Conservation in Tanzania; Trees for Tribals
in India; Forest Garden Program in Senegal. There is increased focus on our position in the
2022 total emissions of our people and value chain as a supplier and for our suppliers
operations will again be offset. and our procurement practices. We are
currently in the midst of shaping our overall
Total planted Sustainable Procurement Policy which includes
503,033
guidelines for ensuring supplier diversity and
sustainable purchasing. In the US and UK we
report on our supplier diversity when requested
trees
by clients. Additionally, we serve clients by
continuing to register with EcoVadis globally,
under S4Capital plc.
Total reforested
303
hectares
Total CO2 captured
43,479
tonnes

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Sustainable Work
Sustainable impact through our work
In our mission to reach net zero, we need to identify what SDGs
impact we’re having in our daily work and how to improve

our methods and outcomes. Our aim is to:
1. Facilitate greener productions by reducing 3. Maximise Purpose-driven impact by
emissions of our digital productions, empowering Purpose-driven clients,
designing emission-reducing best practices promoting For Good projects (with both
and technologies, and offering clients environmental and social impact), fostering
sustainable solutions. community involvement and outreach
2. Invest in the future of Sustainable Work, and through donations and volunteer work,
the future of our planet, through innovation and promoting inclusive marketing.
and R&D.
Our performance in 2022

% change
2022 2021 2020 2021-2022
Total number of projects 10,061 14,331 7,800 -30%
Total registered For Good 445 251 41 77%
projects
Net revenue from £43,448,053 £23,610,000 – 84%
For Good projects
% net revenue from For Good 4.45% 4.21% – 5%

projects/total revenue
Purpose-driven clients 75 69 – 9%
For Good projects for 274 159 – 72%
Purpose-driven clients
Net revenue from £31,917,969 £13,950,000 – 129%
Purpose-driven clients
% net revenue from 3.27% 2.49% – 31%

Purpose-driven clients/total
revenue
% of revenue from projects for 1.94% of 0.93% of – 109%
alcohol and tobacco clients revenue revenue
(tobacco clients: 0)
Monetary donations to £51,503 £87,091 £356,568 -50%
community and charity 0.01% of 0.02% of 0.12% of
services revenue revenue revenue
Hours donated to community 4,090 1,460 – 180%
and charity services
Innovation 0.1% of 0.07% of 1.23% of 43%
revenue revenue revenue
invested in invested in invested in
innovation innovation innovation

ESG reports
Sustainable Work continued
Working for good We have successfully started to take

sustainable measures in our productions like
The total For Good projects, which include
waste management, eco-manager on set,
work for both our commercial clients and our
recyclable cutlery and napkins, reduction of
Purpose-driven clients grew by 77% year-on-
international travel, and using video-links and
year. We delivered 445 For Good projects in
bundling productions to create efficiencies.
2022, 274 of them for Purpose-driven clients.
There are still improvements needed to tackle
We leaned into supporting our people in giving travel and transport and on-site energy waste.
time to charities and the community, affording
them time during business hours for their work. Inclusive marketing
As a result, hours donated by our people to In 2022, we worked to embed inclusive
community and charity services increased by marketing concepts into our creative and
180% year-on-year. See page 64 for examples strategy processes and more than 150 creatives
of community outreach and impact. took part in ongoing internal training.
Our performance: We helped a number of our global technology

clients become more inclusive brands via
• 455 For Good projects; 4.45% per total
internal brand strategies and training tools, and
revenue; 77% increase of For Good
we are piloting an automated DE&I impact tool
projects YoY
for our clients.
• £51,503 donated by Media.Monks;
0.01% of total revenue; 4,090 hours Empowering Purpose-driven clients
of volunteering work The number of start-ups and social enterprises
that address people and planet challenges
Reducing our footprint
using sustainable development business
In our industry, Research and Development models is growing, and we would like to use our
(R&D) plays a massive role in driving innovation capabilities to amplify their purpose. We partner
by advancing the use of digital production with Purpose-driven clients to promote content
technology and processes: creating more in empowering climate action, breaking social
efficient and sustainable outcomes by reducing norms and gaining social justice.
energy use and emissions, optimising resource
use and reducing waste. R&D is also leading Our performance:
into more efficient digital practices, e.g. • 75 Purpose-driven clients
new systems to make better use of assets.
• 274 Purpose-driven projects
Our innovators and subject matter experts
• 129% growth in net revenue from
continue to bring new ideas and perspectives,
Purpose-driven clients YOY
allowing us to develop and deploy processes
that reduce the environmental impact of our What’s next
operations while increasing efficiency and
One of our biggest ambitions will be to look
profitability. In 2022, investment in Innovation
at reducing travel and on-site waste. We will
grew 43% to 0.1% of revenue.
continue to push our in-house studio solutions,
We use our Labs.Monks Sustainable Production our New Delhi Unreal Studio integrated
report as a guidepost in our work, and every production proposition, and offer video-links
department plays a role in the sustainability on location shoots. Evolving our film/post
of the products we create. Many of our web production initiative in the Netherlands, we are
development projects use frameworks, considering offering carbon offset as a default
essentially libraries of prewritten code that can mode for clients globally.
be reused to optimise tasks, cutting down on
We will continue to follow or partner with
development time and, naturally, the energy
industry solutions that aim to reduce or
and emissions expended on any given project.
measure the impact of our clients’ campaigns.
We continued our partnership with AdGreen Our innovation teams are working on tooling
in 2022, and became more knowledgeable to measure emissions of digital products and
on where we can make the biggest reduction asset creation; our data team is continuously
impact. We started other collaborations with seeking solutions to create higher transparency
organisations like the Green Leaf Foundation, and measurability.
while our Labs.Monks continue to work on new
We are working across capabilities to design
tools, processes and solutions for internal and
more efficient and sustainable workflows that
external use.
empower our people and clients with AI.
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Diversity, Equity and Inclusion

Creating an inclusive culture
In a year of global and social conflict, we renewed our SDGs
commitment to supporting our people around the world

fulfilling the promise of being a people-first organisation.
We have made strides in our commitment We conducted employee engagement
to foster an environment of diversity, equity, surveys in various locations around the world
inclusion and belonging by focusing on the to gain insights into our people’s day-to-day
following areas: gender equality and gender pay experience at Media.Monks. Surveys gauge
gap equality; ongoing learning opportunities via sentiment around management and leadership
our internal content channel, the Shift; training effectiveness, inclusion and belonging,
and opportunities to accelerate women into wellbeing, development and work alignment.
leadership and management positions; and
training of our people on DE&I foundations Gender balance of workforce
as well as anti-bias, ally-ship and cultural Men 49.0%
sensitivity; to name a few.
Women 47.6%
Our Global Code of Conduct sets out the
standards and principles for every one of us, Undeclared 3.4%
whatever our role is in the Group. We also
set out to establish global norms and policies
for our people in their daily work lives at
Media.Monks by launching our first Global
Employee Handbook.
Our workforce and activities in 2022

Our Media.Monks Women Men Undeclared Women Men Undeclared
people Total 2022 2022 2022 2022 Total 2021 2021 2021 2021
Employees 8,308 47.6% 49.0% 3.5% 5,874 43% 44% 13%
people people
Part time 2% 3%
Full time 97% 97%
Permanent
contract 99% 9%
Temporary
contract 1% 2%
Turnover rate 29% 42.4% 48.4% 9.2% 21% 48% 42% 10%
Percentage of
turnover per total
FTEs by gender
category – 25.9% 28.7% 77.0% – 23.6% 19.9% 16.6%
Covered by
collective bargain
agreement 28% 15%
Absenteeism1 1.6% 0.5%
Note:
1. This data is only for the Netherlands.

ESG reports
Diversity, Equity and Inclusion continued
Gender balance of workforce by role

80%
70%
60%
50%
40%
30%
20%
Women
10%
Men
Undeclared
0%
Executive Management Other Positions
The table on previous page and graph above self-identification, and, in coming years,
shows our diversity numbers and additional ensuring our databases offer robust and
workforce data for the whole Group in scope. comprehensive options will be a focus to
Overall, gender continues to be relatively ensure we are gathering the most accurate
balanced across the Group but we continue representation of our people.
to focus on facilitating better balance between
Since many countries, e.g. those in the EU,
genders in executive and management roles.
restrict companies from reporting a person’s
We do see a positive trend in other positions. ethnic origin we separated the information of
We continue to monitor the progress in other our US Monks and Monks located elsewhere,
categories and invest in programmes such as reporting numbers in the US as allowed by
the S4 Women in Leadership Program and our law. The diversity of our US workforce is
diverse slate approach to talent discovery to demonstrated in the figures on page 59.
facilitate greater people parity. We are working on various initiatives that
support a better influx of a diverse group
We measured our diversity data for the first
of talented young people.
time based on voluntary self-identification
in 2021. This means that our people had the
freedom to indicate their gender or not. In 2021,
13% of our workforce did not self-identify.
In 2022, we offered more options for
“ We are building a new era, and to us, that means equity

in every form, building empathy as a muscle, and ensuring
the planet and humanity of today is a better one tomorrow.
We measure by metrics but more so by impact. DE&I is not
a people function exclusively for us; DE&I performance is
required from our Board members to our new hires”
James Nicholas Kinney
Global Chief People Officer

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US: Overall ethnicity data 2022 %

Asian 14.5%
Black or African American 5.8%
Hispanic or Latine 10.3%
I do not wish to answer 10.1%
Native Hawaiian or other Pacific Islander 0.5%
Two or more races 6.0%
White 52.7%
Alaska Native 0.1%
Our performance: Figures provided include the number of

individuals who did not wish to answer.
Our BIPOC (Black, Indigenous and People of
Individuals are given this option, and may
Colour) population grew 5.2% year over year
take it for a number of reasons including an
which includes a 45% increase in our Black
individual who may not feel the boxes offered
population, 24% growth in Hispanic or Latine
apply to their composition, and therefore an
populations and a 27% increase in those
alternative is provided. We always include the
reporting two or more ethnicities.
population of people who have elected to not
BIPOC as % of US employees disclose in order to reflect accurate headcount,
and provide an accurate picture of our current
799 2,153 37.11
composition. Through internal efforts to uplevel
1,915 31.96 systems, those who did not wish to disclose
612
decreased by 38%.
Number of Total employees BIPOC (%)

BIPOC employees
2022 2021
BIPOC as % of US employees by role

70%
60%
American Indian
or Alaska native
50%
Asian
Black or
40% African American
Hispanic or Latine
30% I do not wish to answer
Native Hawaiian
20% or other
Pacific Islander
Two or more races
10%
White
Not declared
0%
Executive Management Other Positions Turnover

ESG reports
Diversity, Equity and Inclusion continued
Talent Discovery Melanin.Monks

In 2022 we relaunched our recruiting Increasing awareness of cultural differences
department as Talent Discovery. ‘Discovery’ amongst black employees and the Group
– rather than ‘acquisition’ – reflects our more community at large.
inclusive mindset for seeking talent.
Pride.Monks
Today our method of hiring, the Diverse Slate Fostering the values of empathy, safety,
Approach, requires a 50% diverse candidate community and pride.
slate for any role in order to proceed to the
interview process. Further, there is more Caregiver.Monks
attention paid to the channels we use to Supporting and advocating for all caregivers
discover talent as we seek ways to write our in order to foster professional and
job descriptions in a language that appeals personal growth.
to diverse groups.
Enable.Monks
To further close the representation gap, Building a network of support and advocacy
we offer special talent discovery and while broadening the understanding of
training programmes for underserved and neurodiversity and disability.
underrepresented groups. The S4Capital
Fellowship Program (for graduates of Cultura.Monks
historically black colleges and universities in Building and supporting an S4Capital/Media.
the US), S4 Women in Leadership Program, Monks network of familia.
Brixton Finishing School collaboration (UK) WoMMen in Tech
and WoMMen in Tech are just a few of the Helping develop women, and allies of women,
programmes we offer. both professionally and personally.
Community Groups Green.Monks
Media.Monks has long supported Employee Raising awareness and encouraging
Resource Groups (ERGs): voluntary, employee- action on environmental issues and
led groups that aim to foster a diverse and sustainable practices.
inclusive workplace. In 2022 we introduced
these groups in all four regions of our global Building awareness
operations under the new label of Community One way we seek to build awareness of each
Groups, for broader understanding of the other, our communities and our cultures is to
concept. Community Groups address the provide foundational training in DE&I principles
topics that really matter to our people, for our people. We conduct ongoing training
and they are fully supported by executive on unconscious bias, allyship and anti-racism
leadership. We have seven community groups, and numerous other topics related to inclusion
four of which were added in 2022: and belonging, both internally and through
outsourced organisations. We also promote
numerous activities and initiatives for our
managers and colleagues to discuss topics and
ask questions, such as DE&I office hours and
enrichment activities that foster awareness.

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“ Understanding how challenging it is to

focus on work during these turbulent times,
we have made it a practice to offer Safe Space
Sessions for our people”
A focus on wellbeing Wellbeing.Monks
We continue to be intentional about providing Our London-based Wellbeing.Monks promote
comprehensive healthcare and wellbeing a holistic approach to creating a welcoming and
benefits that address the holistic health of supportive environment for all of our people.
our people in every country. With a reach that covers everything from
local iterations of DE&I initiatives to practical
We have instituted a global mental health
tools for mental health and wellbeing to social
and wellbeing program that features regular
endeavours that foster togetherness, the team
lectures and masterclasses on wellbeing that
inspires our people all over the world to pay
can be easily accessed on our internal network
closer attention to caring for their mental health
the Shift, including workshops on meditation,
and wellbeing.
mindfulness and yoga, as well as discussions
around mental health in the workplace. What’s next
Through our corporate LinkedIn Learning In early 2023, the People Experience team,
offering, people can access a variety of our PX.Monks, launched a new philosophy
resources related to mental health and around motivation, feedback, training
wellbeing. Topics range from resilience, and career development that will uncover
cultivating balances, managing depression and opportunities for all our people to realise their
anxiety at work, and more. Understanding how growth potential.
challenging it is to focus on work during these
Our Global DE&I team will be curating training
turbulent times, we have made it a practice
modules that amplify key DE&I topics to
to offer Safe Space Sessions for our people
empower better working relationships across
moderated by mental health professionals,
borders, cultures and identities.
to provide tools to help manage crises.
In 2023, our Talent Discovery team will
be introducing Promotion to Vacancy, a
programme that aims to find opportunities
to fill open leadership roles internally.
We will also be fully measuring performance
of relevant DIA initiatives through surveys
and feedback.

ESG reports
ESG stories
Committed to action,
Miele: Stories From Aid to Pakistan flood victims

Our Only Home In September 2022, Pakistan was hit with
Supporting Miele’s commitment to devastating floods. Our Karachi office
sustainability, we created a short reported severe shortages of food in
film featuring three-star Michelin surrounding areas and understandable
chef Norbert Niederkofler. Set at his concern. Everyone in Pakistan, including
mountain restaurant, Stories From Our our Monks, did what they could to support
Only Home paints an inspiring portrait those in need. As a company, we donated
of Niederkofler and his philosophies over £14,000 to relief efforts, a sum
around people, product and our planet. recommended by our team on the ground
We shot the film with the smallest who worked tirelessly to help support
possible crew and footprint. The project their neighbours and communities.
earned a European Green Leaf Award for
sustainable production.
Creatures United
For the launch of Creatures United
Sanofi: Decoupled during #COP15 in Montreal – an
When working with Sanofi for their innovative campaign that tackles the
Decoupled production, we created a issue of biodiversity loss – we used
sustainable and inclusive production, voice-to-face tech and Unreal Engine
using AdGreen reporting to measure CO2 to bring the brand’s protagonists to life.
emissions for all productions. Campaign assets that feature animated,
virtual animals helped Creatures United
spread their message far and wide and
continue to support all life on our planet.

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HP: Orchestra of Sustainability Music Care: Improving healthcare

We created an interactive art installation for Alzheimer’s patients
that invites guests to experience the Media.Monks built Dutch Foundation
connection between tech, people Music Care a progressive web app
and real-life nature. The installation that helps soothe elderly patients
represents HP’s efforts around experiencing Alzheimer’s. Using the
reforestation, ocean-bound plastic app, healthcare workers can select and
recycling and improving digital literacy. play a Spotify playlist with personalised
music based on the activity at hand – the
right music at the right time – to help
patients instantly shift from feeling fear
and depression to become more positive
and cooperative.
Raise.Monks
Our digital performance team in Brazil
considers the training of new digital
marketing professionals essential to our
business and the digital media industry
which has grown quickly and lacks
qualified professionals. Enter Raise.
WarnerMedia Entertainment,
Monks, a programme the team created to TBS/TNT MORE Campaign
train people with little or no background in When WarnerMedia’s TBS, TruTV and
digital marketing (and no native English), TNT networks were looking to celebrate
to work as skilled, paid media analysts the voices of their black talent, employees
on international accounts, performing and audiences, we delivered MORE.
services and partnerships in English. A new, united platform for these three
All in just four short months. networks that promised MORE in every
capacity for those who had previously
only known less. More content, more
authenticity, more untold stories, more
joy and more inspiration. Through a bold
OOH campaign, national broadcast spot
and a dedicated social platform across
Twitter and Instagram, that spotlight
continues to shine bright in a campaign
Amazon – The Climate that won a 2022 Bronze Clio.
Pledge Platform
In collaboration with The Climate Pledge
team, we created a rebranded platform
which rallies companies to commit to
net zero carbon emissions by 2040.
Our multidisciplinary, four-continent team
defined an ownable visual language, tone
of voice and seamless user interface.
The experience rooted in optimism
includes an immersive, WebGL-powered
timeline, dynamic storytelling and an
ever-changing industry leaderboard that
inspires prospective signatories to be the
planet’s turning point.

ESG reports
ESG stories continued
Havaianas Pride Research Community outreach and impact

We teamed up with Havaianas, 2022 was a year fraught with global
Datafolha and All Out to create Brazil’s crises that touched our people and
biggest LGBTQIA+ survey, which aimed their communities – the war in Ukraine;
to give visibility to a community that was political unrest; inflation; natural disasters
excluded from the country’s census. that spanned flooding, wildfires and
Havaianas was keen to launch Pride earthquakes; mass shootings; police
Research to survey Brazilians about brutality and the ongoing persistence
their gender, sexual orientation and of covid-19, to name a few. In a show
more. We handled strategy, concept and of solidarity, our people took to their
creative execution of the idea, publishing communities to support the causes they
the results in an interactive report and care about.
OOH campaign. With 9.3% of Brazilians
over 16 identifying as LGBTQIA+, Pride Through our DIA Community Outreach
Research represents a giant step in and Impact pillar, we are focused on
gaining visibility for this community. working with causes and community
programmes that are meaningful to our
people, including: youth programmes,
local charities, local community
engagement activities and environmental
clean-ups. A few examples are
noted below.
OneOpp Coalition, a nonprofit launched
by Cashmere Agency which combined
Monks Doing Good: Monks.Giving with Media.Monks in 2021, strives to drive
For holiday season 2022, our team in positive social change for BIPOC and
Hilversum piloted a giving programme underserved communities in the areas of
that will be used as a playbook for our financial literacy, overcoming educational
Media.Monks offices around the world, inequality, overcoming environmental
Monks.Giving. The programme focused racism and social justice reform.
on collecting toys for underserved kids,
In support of our people and others
hardware or blood donations, and our
displaced by the war in Ukraine, our
people were given the option to give what
people donated in total over £10,000
they wanted to give. Experts spoke to our
in both cash and goods. Funds went
people to emphasise the purpose and
directly to: extraction efforts to transport
provide inspiration.
our people to safety in Poland, financial
support to those both in Ukraine and
Poland, and protective gear and medical
necessities. We also gathered in-kind
donations of: medical supplies, food,
clothing and shoes, children’s toys,
diapers and bedding, and general
bedding items.

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Non-financial information statement
The table below is intended to set out where stakeholders can find information on key areas in accordance with the
Non-Financial Reporting requirements contained in sections 414CA and 414CB of the Companies Act 2006.
Reporting requirement Policies References

Environmental Signed SBTi commitment letter; Yearly GHG emission disclosure; From page 37
matters TCFD statement
Employee Global Code of Conduct; Anti Financial Crime Policy; Speak Up From page 57.
Policy; Equal Opportunity Employment Statement; Health & Safety Speak Up Policy can
Standards; Employee Empowerment; Acceptable Use Policy; Bring be found on S4Capital
Your Own Device Policy; Clear Desk Policy; Information Sensitivity and Media.Monks
Policy; General Information Security Policy; Remote Working Policy websites
Human rights Modern Slavery and Human Trafficking Statement; Global Code of S4Capital and
Conduct; Anti Financial Crime Policy Media.Monks websites
Social matters Global Code of Conduct; Anti Financial Crime Policy S4Capital and
Share/Securities Dealing Code Media.Monks websites
Anti-corruption Media.Monks has zero tolerance for any form of bribery or influence This statement is
and anti-bribery peddling. We comply with the anti-bribery and corruption laws of the included in our Global
countries where we operate, as well as those that apply across borders Code of Conduct
Description of We have established governance processes and policies to help This is included on our
principal risks us manage sustainability risks and opportunities consistently across TCFD Report, from
and impact of the organisation page 40
business activity
Description of the This is reflected in our business model Pages 4-5
business model
Non-financial KPIs Performance KPIs align to our ESG strategy and include a range of Pages 16, 39, 51-59
financial and non-financial metrics across three ESG pillars: Zero Impact
Workspaces; Sustainable Work; Diversity, Equity and Inclusion
Human rights Anti-bribery

Respect for human rights is a fundamental principle for Media.Monks has zero tolerance for any form of bribery
S4Capital. We take seriously our responsibility to conduct or influence peddling. We aim to comply with the anti-
business in an ethical way. Media.Monks has been a bribery and corruption laws of the countries where we
member of the United Nations Global Compact (UNGC) operate, as well as those that apply across borders.
since 2012. The UNGC is a strategic policy initiative for We do not offer, pay or accept bribes or kickbacks for any
businesses that are committed to aligning their operations purpose, either directly or through a third party. We do not
and strategies with 10 universally accepted principles, make facilitation payments or permit others to make them
including in the areas of human rights and employment. on our behalf.
Anti-slavery and human trafficking Whistleblowing policy
S4Capital does not tolerate modern slavery. We are Key values of Media.Monks are integrity and responsibility
committed to assess and address any modern slavery – which link to our core principle of authenticity, integrity
risks that may arise in the course of our business. As part and the highest ethical standards in our business dealings.
of this commitment, we are implementing a Supplier Code These apply in all our dealings within Media.Monks,
of Conduct and seeking to regularly educate our people and when we work with clients, suppliers and in our
on the risks and how to mitigate them. This helps us communities. Employees’ concerns are important to the
identify and manage slavery and human trafficking risk in business and we encourage all of our employees to take
accordance with the principles and goals promoted by the advantage of the Speak Up Policy.
Modern Slavery Act 2015 and related guidance.

ESG reports
Section 172 statement
Addressing the needs Engagement with stakeholders

of our stakeholders Our stakeholders
Section 172 of the Companies Act 2006 Building strong, constructive relationships
requires the Directors to act in the way they and engaging regularly are key to ensuring we
consider, in good faith, would most likely understand what matters to our stakeholders.
promote the success of the Company for the Our broad range of stakeholders, representing
benefit of its members as a whole. In doing different and often competing interests,
so, Section 172 requires the Directors to have bring informative and diverse perspectives
regard, amongst other matters, to the: to our decision making. Incorporating those
• likely consequences of any decision in perspectives into our decision making is a vital
the long term; part of the execution of our long-term strategy.
Our clients, our people and our shareowners
• interests of the Company’s employees; are our key stakeholder groups, along with
• need to foster the Company’s business our communities and our suppliers (including
relationships with suppliers, clients our lenders).
and others; The Board recognises that engagement with
• impact of the Company’s operations on the Company’s stakeholders is critical to
the community and environment; the success of the business in realising this
mission. The Directors continue to have regard
• desirability of the Company maintaining a
to the interest of our people and the Company’s
reputation for high standards of business
other stakeholders, including the impact of its
conduct; and
activities on the community, the environment
• need to act fairly as between members of and the Company’s reputation when making
the Company. decisions. We recognise that promoting the
In discharging our Section 172 duties the long-term sustainability and success of the
Directors have regard to the above factors and Company is intertwined with creating value for,
any other factors which we consider relevant to and engagement with, our stakeholders. It is
the decision being made. We acknowledge that rightfully, therefore, at the core of our business.
every decision we make will not always result Information provided by management is shared
in a positive outcome for all our stakeholders. with the Board and direct engagement with
However, by considering the Company’s stakeholders takes place throughout the
purpose, mission, values and strategic year. Stakeholder considerations are taken
objectives, and having a process in place for into account as discussions at meetings of
decision making, we aim to ensure that our the Board and its committees, as well as
decisions are considered and proportionate. informally in the day-to-day activities of the
Further details on how the Board operates business. On page 48 onwards we set out who
and reflects stakeholder views in its decision we consider to be our principal stakeholders,
making are set out in the corporate governance including information on our methods of
report on pages 71 to 120. engagement with them, and the impact of such
engagement on the Company’s decisions and
strategies. The Directors are fully aware of their
responsibilities to promote the success of the
Company in accordance with section 172 of the
Act. Our intention is to behave responsibly and
ensure that management operates the business
in a responsible manner, operating within the
high standards of business conduct and good
governance expected of us.

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Our clients
We facilitate the provision of
first-party data to fuel creative
content and digital media planning
and digital content, the design
and development of digital
creative content and provision of
programmes to allow our clients
to efficiently plan and deliver
audience-focused campaigns.
Our shareowners Our people
Robust financial accounts, Creating a positive environment
sustainable, long-term growth in which our people can work,
in the Company and its share physical and mental health
price, sound investment and and wellbeing, investment in
combination decisions and personal development and
effective communication career progression, support for
of strategy. What are flexible and agile working, equal
the key opportunities, inclusion and
interests of our diversity, promoting equal pay
and honest communications.
stakeholders?
Our communities Our suppliers

and the environment A productive and fair working
Creation of social value, supporting relationship through collaboration,
sustainability initiatives and community innovation and shared values.
employment and education.

ESG reports
Section 172 statement continued
Our key stakeholders and how we engage with them
Our clients Our people
• Our mission for S4Capital is driven by • Our people are central to our business.
engagement with our clients and our mantra They play a significant role in the delivery
of ‘Speed, Quality, Value, More’. of our strategy and the future growth of
• We have combined best-in-class practices, our business.
promoting alignment, an integrated service • We recognise the importance of attracting,
offering and emphasising transparency developing and retaining the best talent,
to clients. and the need to provide a safe and inclusive
environment where individuals can thrive.
How we engage
• We work alongside our clients on a day- How we engage
by-day, hour-by-hour basis, helping them • Our unitary structure, with a single P&L, gives
communicate with their audiences in a our people a sense of common values, shared
continuous loop. goals and a collaborative spirit.
• We continuously evolve how we • We have an active internal communications
communicate and deliver our services based programme to keep our people engaged and
on client feedback. informed on Group strategy, progress and
development. This includes regular All-Hands
• We co-locate or embed our people, which
meetings and team briefings on matters
not only facilitates clear communication,
important to our global talent pool and a
collaboration and teamwork, but also leaves
weekly ‘State of our One Nation’ update from
a light environmental footprint.
the Executive Chairman.
• We continuously focus to implement (more) • To assist with the wellbeing and health of
sustainable solutions throughout our our people, our practices provide wellness
processes and advise our clients on the next programmes and support for individuals,
best solution in our industry. all within a strong culture of mutual respect
How the Board engages and understanding.
• Our Executive Directors provide updates • We conduct regular employee surveys
to the Board regarding key market and and use this feedback to improve our
client updates. performance and culture and make the
results part of our materiality analysis.
• Our Board receives ‘whopper’ and
‘whoppertunity’ updates. • Our culture is one of openness and
transparency, where everyone has a voice
Outcomes and is free to raise questions and issues
• We continue to build our existing and new of concern.
client base, with significant assignments from
some of the world’s top companies and at a
local level. Our retention and new business
rates are strong, often boosted by cross-
practice pitches and referrals.

0 1 2 3 4
How the Board engages

• Our Non-Executive Directors share
responsibility for employee engagement Our shareowners
and report to the Board on their findings.
• The Board receives updates from our Global
Chief People Officer on communication • We recognise the importance of providing
activities with our people. all of our shareowners with regular updates
• During 2022, our Audit and Risk Committee on our operations, financial performance
Chair, Colin Day, undertook numerous office and ESG activities. Engagement with
visits, including engaging with finance shareowners gives us a broad insight into
professionals globally. their priorities, which influences our own
decision making and our strategic direction.
• The Nomination and Remuneration The continued support of our shareowners,
Committee reviews diversity initiatives especially during 2022, is something that we
across the Group and senior leadership value greatly.
succession plans.
How we engage
Outcomes • We maintain regular contact with our
• In early 2023, we launched PX.Monks, shareowners through a comprehensive
focused on motivating, developing, training investor relations programme of conferences,
opportunities for all our people. roadshows and meetings, predominantly
• Our Community Groups are set up internally led by our Executive Chairman, Group Chief
by Monks to support and learn from one Financial Officer and Chief Growth Officer.
another, and are actively promoted to • After each quarterly results announcement,
advance the understanding and inclusion we have held extensive roadshows
of Monks with common life experiences with investors.
including Melanin.Monks, Pride.Monks,
• All our investor presentations, reports
Caregiver.Monks and Green.Monks.
and earnings calls are available on the
Community Groups address the topics that
S4Capital website.
really matter to our people, and they are
fully supported by executive leadership. How the Board engages
Further information is available on page 60. • Our AGM provides the opportunity for our
• We continue to run our S4 Fellowship private shareowners to hear from and engage
Program aimed at fostering the next directly with the Board.
generation of talent by empowering
• During 2022, the Chair of the Nomination and
students from traditionally under-
Remuneration Committee engaged with our
represented communities.
shareowners during the development of the
Remuneration Policy and further engaged
following the 2022 AGM. More information
is available on page 94 onwards.

ESG reports
Section 172 statement continued
Outcomes
• During 2022, we faded out our fossil
Our communities
fuel brands.
and the environment
• During 2022 we analysed the baseline for
potential emission reduction of up to 42%
• The Board recognises and supports the over the course of 10 years via the Science
continuing focus on ESG and sustainability, Based Targets initiative.
especially on the environment and climate • Our S4 Forest mission is now its second year
change, and aims to operate in a sustainable and we have planted 503,033 trees.
and responsible way while delivering value
for shareowners.
How we engage Our suppliers
• Our businesses and people are involved in
many projects at a local level: from student
outreach and teaching coding to young
people, to participating in drives to collect • We rely on suppliers to help deliver our
food, toys and donations at holiday times. services to clients and maintain our
productivity, as well as helping to make our
• We contribute to society by actively supply chain as sustainable and diverse
sharing our talents and digital expertise as possible.
and offering it to local social initiatives
and charity projects. • Strong relationships with suppliers can bring
innovative approaches and solutions that
• We have made £53,181.35 amount in create shared value.
donations, including donation to the relief
efforts following the Pakistani Flood. How we engage
• We ask our suppliers to commit to upholding
• In addition to making donations, we
the principles of our Code of Conduct,
also encourage and support employees
including fundamental standards on human
who undertake voluntary work in their
rights and modern slavery.
local communities.
• We aim to have a fair and transparent
How the Board engages relationship with our suppliers and partners
• The Board has oversight of our ESG strategy. through regular dialogue on performance
• ESG-related targets are included in the and ESG matters.
Group’s annual performance targets, which • In 2022, we conducted a materiality survey
are linked to the annual bonus. among our top 25 suppliers.
• Victor Knaap, an Executive Director, How the Board engages
champions our sustainability efforts.
• The Board approved our revised Global
More information on our sustainability and
Supplier Code of Conduct.
ESG activities is available on pages 37-64
and in the Media.Monks annual ESG Report. Outcomes
• Our top 20 suppliers publicly disclose
a CSR/ESG policy.
• We build and maintain collaborative,
long-term relationships with our suppliers.

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3 Governance Report
72
74
78
Corporate governance statement of compliance
Leadership: Board of Directors
Executive Chairman’s statement
94 Nomination and Remuneration
99
Committee Report
Remuneration Report
80 The role of the Board 117 Directors’ Report
89 Audit and Risk Committee Report
Our robust governance framework sets

the standards for our business, enabling
us to deliver on our objectives, strategy
and purpose.

Governance Report
Corporate governance statement of compliance
During the year, the Board voluntarily adopted the UK Corporate

Governance Code (the Code) which was issued by the Financial
Reporting Council (FRC) in 2018.
The Board confirms that, with effect from July 2022 and as at the date of this report, the Company has applied all of
the principles of the Code. However, we did not comply in full with Provisions 9, 36 and 37, as further described on
page 73. From 1 January 2023, we became compliant with Provision 38. This report, together with the reports from
the Audit and Risk Committee and Nomination and Remuneration Committee, and the other statutory disclosures,
provides details of how the Company has applied the provisions of the Code (pages 89 to 116).
The table below outlines how we have structured the governance section of this Annual Report and Accounts
around the Code.
Provision Further information Page Provision Further information Page

Board leadership and Company purpose Audit, Risk and internal control
1 Strategic Report 11-70 24 Audit and Risk Committee Report 89
Risks 24 25 Key responsibilities of the 89
Sustainability 37 Audit and Risk Committee
Governance 71 26 Audit and Risk Committee Report 89
2 Culture 82 27 Fair, balanced and 92
Board activities 82 understandable assessment
Workforce remuneration 114 28 Principal risk and uncertainties 25
3 Shareholder engagement 88 29 Risk management and 93
4 Significant votes against 95 internal control
5 Stakeholder engagement 87-88 30 Going concern 92
Workforce engagement 87 31 Viability Statement 27
6 Whistleblowing 93 Remuneration
7 Managing conflicts of interest 82 32 Remuneration Committee: 94
Division of responsibilities Composition and report
9 Division of responsibilities 84 33 Remuneration Policy 99
10 Director independence 80 34 Non-Executive Director 108
11 Board Composition 80 remuneration
12 Senior Independent Director 84 35 Advice provided to the 115
13 Non-Executive Directors 84 Remuneration Committee
14 Roles of the Board 84 36 Shareholding requirements: 109
Division of responsibilities 84 Remuneration Policy statement
15 Director biographies 74 37 and 38 Remuneration Policy 99
and external appointments 39 Executive Directors’ service 103
16 Company Secretary 84 agreements and loss of office
Composition, succession and evaluation entitlements
17 Nomination and Remuneration 94 40 and 41 Report of the Remuneration 94
Committee Report Committee
18 Election and re-election 85
of Directors
19 Director biographies 74
20 Board member recruitment 94
21 and 22 Board evaluation 86
23 Nomination and Remuneration 94
Committee Report

0 1 2 3 4
Provision Explanation
9. The chair should be independent on appointment The Board recognises that Sir Martin Sorrell’s position
when assessed against the circumstances set out in as Executive Chairman, exercising the roles of both
Provision 10. The roles of chair and chief executive Chairman and Chief Executive Officer, is a departure
should not be exercised by the same individual. A chief from the Code. Sir Martin has been a leading figure in the
executive should not become chair of the same company. marketing and communications services industry for
If, exceptionally, this is proposed by the Board, major over 40 years and the Board continues to be of the view
shareholders should be consulted ahead of appointment. that his expertise, knowledge and global network of
The board should set out its reasons to all shareholders relationships are an unparalleled advantage to the Group,
at the time of the appointment and also publish these on the formulation and execution of its strategy and its
the company website. day-to-day operations. In light of this, the Board believes
that combining the roles of Chairman and Chief Executive
is in the best interests of the Company, its shareowners
and other stakeholders.
The Independent Non-Executive Directors have
concluded that the position remains appropriate.
Control enhancements
• Governance structure reviews – The Independent
Non-Executive Directors meet regularly in private
sessions, chaired by the Senior Independent Director.
The meeting includes consideration of the
appropriateness of the governance structure and
safeguards for shareowners.
• The Chairs of the Board Committees, all of whom
are Independent Non-Executive Directors, dedicate
significant amount of time in the oversight of the functions
that report to each respective Committee and have
in-depth relationships with relevant executives.
36. Remuneration schemes should promote long-term The Board acknowledges that the grant of shares to the
shareholdings by executive directors that support Group Chief Financial Officer total a four-year period.
alignment with long-term shareholder interests. Share The use of an overall four-year performance period for
awards granted for this purpose should be released for sale most of the award, structured as successive one-year
on a phased basis and be subject to a total vesting and periods rather than the standard three-year period,
holding period of five years or more. The Remuneration recognises that, as S4Capital continues to grow and
Committee should develop a formal policy for post- evolve, each one of the next four years is critical.
employment shareholding requirements encompassing This approach was also designed to be competitive
both unvested and vested shares. in the context of the international markets in which the
Company operates, where performance and vesting
periods can be shorter than the UK norm.
37. Remuneration schemes and policies should enable Whilst the Nomination and Remuneration Committee
the use of discretion to override formulaic outcomes. cannot override the formulaic outcome of the Incentive
They should also include provisions that would enable Share Scheme (A1/A2 shares), the Board believes that
the company to recover and/or withhold sums or share the scheme is aligned with the wider shareowner
awards and specify the circumstances in which it would experience due to the long-term nature of the scheme.
be appropriate to do so. Furthermore, the participants only receive benefits once
shareowners have experienced significant growth in the
value of their investment.
38. Only basic salary should be pensionable. The pension With effect from 1 January 2023 and in line with the
contribution rates for executive directors, or payments in Remuneration Policy adopted at our 2022 Annual General
lieu, should be aligned with those available to the workforce. Meeting, the Directors’ pensions were aligned to the rate
The pension consequences and associated costs of basic applicable to the wider workforce (or to the legal
salary increases and any other changes in pensionable requirements in place in their county of appointment).
remuneration, or contribution rates, particularly for directors Further information is available on page 101.
close to retirement, should be carefully considered when
compared with workforce arrangements.

Governance Report
Leadership: Board of Directors

Appointed: 28 September 2018 Appointed: 9 January 2022
Nationality: British Nationality: British
Sir Martin was Founder and CEO of WPP for 33 years, Prior to S4Capital, Mary was Group Finance Director at
building it from a £1 million ‘shell’ company in 1985 into Just Eat PLC, where she led the Finance team through the
the world’s largest advertising and marketing services class 1 merger with Takeaway.com. Her experience spans
company. When Sir Martin left in April 2018, WPP had a e-commerce, media, strategy and financial management
market capitalisation of over £16 billion and revenues of of businesses undergoing rapid growth and change.
over £15 billion. Her previous roles include CFO at UKTV and CFO for
Sir Martin supports a number of leading business schools Hotels.com at Expedia Group Inc.
and universities, including his alma maters, Harvard
Business School and Cambridge University, and a number Current external appointments:
of charities, including his family foundation. He has been • None
nominated as one of the TIME 100: The Most Influential
People and received the Harvard Business School Alumni
Achievement Award.
Christopher S. Martin
Current external appointments:
Chief Operating Officer
• None
Appointed: 24 December 2018
Nationality: American
As Co-Founder and former COO of MightyHive,

Scott Spirit Christopher has built a career leading successful
Chief Growth Officer operations teams and client services organisations in
Appointed: 18 July 2019 technology industries. Christopher holds a Bachelor of
Nationality: British Science degree in Computer Engineering and MBA from
The Wharton School.
Scott joined S4Capital from artificial intelligence company Prior to co-founding MightyHive, Christopher spent a
Eureka, where he continues to serve as a board member decade at Yahoo! in multiple leadership positions within
and adviser. Previously, Scott spent almost 15 years at Mergers & Acquisitions, Post Merger Integration, Global
WPP in various roles in London, Shanghai and Singapore Controllership and the Advanced Ad Targeting Products
and was ultimately the Global Chief Strategy and business unit.
Digital Officer.
In 2006 Scott moved to China and oversaw a period Current external appointments:
of rapid growth and multiple acquisitions, responsible • None
for WPP´s corporate strategy and growth agenda.
Scott was also a director of Nairobi-listed WPP-Scangroup
PLC. Prior to WPP, Scott worked at Deloitte and
Associated Newspapers.

• Board Member, Eureka AI
Committee membership:
AR Audit and Risk Committee
NR Nomination and Remuneration Committee
* Denotes Chair of Committee

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Victor Knaap Elizabeth Buchanan

Executive Director Non-Executive Director
Appointed: 4 December 2018 Appointed: 12 July 2019
Nationality: Dutch Nationality: Australian
Victor joined Media.Monks in 2003 and led its Elizabeth is Chief Commercial Officer of Rokt, the leading
intercontinental expansion to the 1,100-person global ecommerce technology company.
powerhouse that merged with S4Capital in 2018. A proven tech and business executive with passion
Today, Victor is responsible for Media.Monks’ integrated for transformation, Elizabeth has spent 25 years in
Content, Data&Digital Media and Technology Services technology, marketing and advertising.
practices in EMEA and leads the development and
implementation of Media.Monks’ ESG strategy. Current external appointments:
• Board member of NGO Vital Voices Global Partnership
• Chief Commercial Officer, Rokt
• None
Colin Day
Wesley ter Haar Independent Non-Executive Director
Executive Director Appointed: 3 August 2022
Appointed: 4 December 2018 Nationality: British
Nationality: Dutch
AR*
Wesley is Co-Founder of Media.Monks, and former Chief

Operating Officer of the legacy MediaMonks brand. Colin brings decades of experience in both management
and governance roles including Non-Executive Chairman
Wesley co-founded MediaMonks in 2001 to focus on of Premier Foods plc, Chief Executive of Essentra plc and
craft and creativity in digital, working tirelessly to grow 15 years of experience as Chief Financial Officer of both
that company into a creative production powerhouse with Reckitt Benckiser plc and Aegis plc.
global reach and recognition that merged with S4Capital
in 2018. He has served as a Non-Executive Director on the boards
of major UK listed businesses including Amec Foster
Wheeler, WPP, Cadbury, Imperial Brands and easyJet.
• None Current external appointments:
• Chair of Premier Foods Plc
• Non-Executive Director and Chair of the Audit and Risk
Assurance Committee, DEFRA
• Non-Executive Director, Cranfield University
• Non-Executive Director, FM Global

Governance Report
Leadership: Board of Directors continued
Rupert Faure Walker Naoko Okumoto

Senior Independent Independent Non-Executive Director
Non-Executive Director Appointed: 10 December 2019
Appointed: 28 September 2018 Nationality: Japanese
Nationality: British
Naoko is the Managing Partner and Founder of Niremia
Rupert qualified as a Chartered Accountant with Peat Collective, a wellbeing technology fund and leads the
Marwick Mitchell in 1972. He joined Samuel Montagu investment strategy along with the global community
in 1977 to pursue a career in corporate finance. Over a building. She is also the CEO of Amber Bridge Partners,
period of 34 years Rupert advised major corporate clients an advisory firm specializing in cross-border business
on mergers, acquisitions, IPOs and capital raisings, development, investment and operations.
including advising WPP on its acquisitions of JWT, Ogilvy Prior to founding Niremia Collective, she drove US
& Mather and Cordiant, together with related funding. investment and collective impact community building for
He was appointed a director of Samuel Montagu in 1982 Mistletoe, a social impact fund founded by Mr. Taizo Son,
and was Head of Corporate Finance between 1993 and was an Executive Advisor at Z Corporation, a
and 1998. blockchain focused fund created by Softbank/Yahoo
He was a Managing Director of HSBC Investment Banking Japan. She was also a founding partner at World
until his retirement in 2011. Innovation Lab (WiL), a Silicon Valley/Tokyo based
venture capital. Naoko was the Vice President of Strategic
Partnership Management at Yahoo Inc. where she
managed Yahoo’s joint ventures and grew annual
• None revenues from $16m to $520m.
Margaret Ma Connolly • Board member at CoinDesk Japan and EdCast

• Board advisor at Transformative Technology (NPO)
Independent Non-Executive Director
Appointed: 10 December 2019
Nationality: American and Chinese
Daniel Pinto
Margaret is President and CEO of Asia, Informa Markets,
overseeing its businesses in mainland China, Japan, India,
Korea, Hong Kong and ASEAN, a portfolio of more than Appointed: 24 December 2018
250 brands, which include industry-leading exhibitions Nationality: French and British
and digital services across 13 countries. Margaret joined
UBM in 2008, before its combination with Informa in 2018. Daniel Pinto is the Founder, Chairman and CEO of
In the last 12 years, she has spearheaded multiple Stanhope Capital, the global investment management and
milestones in key market sectors and successfully grown advisory group overseeing approximately US$30 billion
the business through organic development and strategic of client assets. He has considerable experience in asset
partnerships. Prior to this, she held senior positions at TNT management and merchant banking having advised
and Global Sources, and is the co-founder of the leading prominent families, entrepreneurs, corporations and
online expat community ShanghaiExpat.com. Margaret is governments for over 25 years.
a member of the Common Purpose Dao Xiang advisory Formerly Senior Banker at UBS Warburg in London and
board and received an MBA degree from Oxford Brookes Paris concentrating on mergers and acquisitions, he was
Business School. a member of the firm’s Executive Committee in France.
He was also Chief Executive of a private equity fund
Current external appointments: backed by CVC Capital Partners. Daniel founded the
New City Initiative, a think tank comprised of the leading
• President & CEO of Asia, Informa Markets independent UK and European investment management
firms. He is the author of Capital Wars (Bloomsbury 2014),
a book which won the prestigious Prix Turgot (Prix du
Jury) and the HEC/Manpower Foundation prize.

• Director of Soparexo (Holding of Chateau Margaux)
• Director of the Independent Investment Management
Initiative (IIMI)
• Chairman and CEO of Stanhope Capital Group

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Sue Prevezer KC Miles Young

Independent Non-Executive Director Independent Non-Executive Director
Appointed: 14 November 2018 Appointed: 1 July 2020
Nationality: British Nationality: British
AR NR
Miles spent almost 35 years at Ogilvy, ultimately as its
global Chairman and CEO. He is currently the Warden of
Sue is a qualified solicitor and barrister at Brick Court New College at Oxford University.
Chambers, where she practices as an arbitrator and
mediator. She has over 30 years of experience of arguing Miles joined what was then the ‘advertising’ business from
and managing large complex commercial cases at every Oxford in 1973, eventually moving to Ogilvy & Mather.
level of the UK judicial system and in arbitration. After a period in the Asia-Pacific region based in Hong
Kong, and working especially in China, he moved to New
From 2008-2020, Sue was Co-Managing Partner of law York in 2008 as Chief Executive, then Chairman of Ogilvy
firm Quinn Emanuel Urquhart & Sullivan (UK) LLP where & Mather Worldwide. From then until 2016 Miles led a
her clients included major corporates, funds, investors, period of strong client growth and creative success.
trustees, office holders and high net worth individuals,
for whom she managed complex, high value, domestic In 2016, Miles returned to his Alma Mater of New College
and international litigation. Sue has particular expertise in Oxford, where he is Warden. He is President of the
in company, insolvency related, securitisation and Oxford Literary Festival and Chair of the Oxford Bach
restructuring litigation. Soloists, amongst other voluntary activities.
Miles is actively engaged in ESG efforts, maintaining
Current external appointments: oversight of S4Capital’s ESG performance and
instrumental in the development of disruptive and
• Chair of the Trustees of The Freud Museum innovative ESG initiatives.
• Director at the Hampstead Theatre
• Non-Executive Director, BLOC Ventures Holding Current external appointments:
• Warden of New College, Oxford University
Paul Roy
Appointed: 28 September 2018
Nationality: British
AR NR*
Paul has over 40 years’ experience in the banking,

brokerage and asset management industries. In 2003, Board support
he co-founded NewSmith Capital Partners LLP, an
independent investment management company, which
was acquired by Man Group in 2015. Caroline Kowall
Prior to that, he was Co-President of Global Markets
General Counsel, Head of Compliance
and Investment Banking at Merrill Lynch & Co and had
and Company Secretary
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 Caroline spent over a decade in-house gaining broad
2013, Paul served as Chairman of the British Horseracing and extensive experience at large, complex asset
Authority, responsible for governance and regulation of managers. She joined S4Capital in June 2022 from the
the sport. Canada Pension Plan Investment Board (Toronto and
London) where she was a senior member of the legal and
Current external appointments: compliance teams. Caroline was in private practice earlier
in her legal career at Ashurst and Milbank in the City of
• Non-Executive Chairman, BLOC Ventures Holding London. She obtained her legal degrees and masters
• Director, U-Research Limited in France and the UK and is qualified to practice law in
• Director, Health Technologies Limited England and Wales and Ontario, Canada.

Governance Report
Executive Chairman’s statement
“ We strongly believe that good

governance underpins sustainable
and successful businesses”
Sir Martin Sorrell
Executive Chairman
Dear fellow shareowners we strongly believe that good governance

underpins sustainable and successful
I am pleased to present our Corporate
businesses, and we are committed to upholding
Governance Report for the year ended
the ethical standards to which our people and
31 December 2022, which sets out how the
our clients aspire and have thus chosen to
Group’s governance framework supports and
voluntarily adopt the Code with effect from July
promotes its long-term success, and provides
2022. The Board spent significant time during
an overview of the Board and its Committees.
the year increasing the Group’s compliance
Update on 2021 audit issues with the Code and I am pleased that during
the latter part of the year, we reached
During the year, the Board continued to work
compliance with the majority of the provisions.
together to resolve the issues which arose
More information on our application of the Code
from the 2021 audit. Since my last letter to
is available on page 72.
shareowners, under the leadership of our Group
Chief Financial Officer and Group Financial During the year, we have focused on building
Controller, we have continued to strengthen a robust and resilient governance framework
our Finance team, processes and controls, with throughout the organisation including
experienced hires, embedding ways of working updating our Committee Terms of Reference
which will support our continued growth and and enhancements to our enterprise risk
the increasing scale of the business. In addition, management framework, internal controls
we have strengthened our governance and manual and finance manual and the launch of
compliance by establishing our Secretariat and our new and improved compliance policies and
Risk functions, led by our General Counsel and anonymous speak up line.
Company Secretary. We appointed Deloitte to
provide an outsourced internal audit service, By setting the tone for our culture, values
further information on which is available on and behaviour, the Board includes the views
page 91. of all stakeholders in its decision making.
We remain focused on delivery of the long-term
Governance framework sustainable success of the Group.
In my last letter, we undertook to voluntarily Purpose
comply with the UK Corporate Governance
Code (the Code) for year ended 2023 however, During the year, we approved and launched our
North Star, which defines our collective mission

0 1 2 3 4
and mindset. Our refreshed purpose statement, Stakeholder engagement

‘We shift industries forward by flexing and
The Board recognises the importance of
re-shaping how businesses interact with the
engaging with and considering the interests
world, NOW’ explains our raison d'être. We aim
of our shareowners in promoting the Group’s
to deliver this mission through our strategy
long-term success.
(see pages 10-28 for further information).
Thus far, I am pleased with results of our NOW During the year, the Board increased its focus
mission, which has been clearly articulated on workforce engagement. With our Company’s
across the Group and will form a strong geographical spread, the Board is committed to
foundation for our people and clients. sharing the responsibility of engaging with our
people amongst all our Non-Executive Directors.
Sustainability The Board believes that this approach is more
I am pleased to report that much progress has suitable to our organisation and provides the
been made over the last year in relation to the Board with a broader perspective on employee
Group’s ESG efforts. Miles Young, is now our views, which are shared with the whole
Non-Executive ESG Engagement Director and Board. More information on our stakeholder
has started working closely with our Global engagement is available on page 66.
Head of ESG and Chief People Officer to
Following the minority vote against the
ensure that the Board continues to consider
Remuneration Policy resolution at the 2022
ESG issues when formulating its business
Annual General Meeting (AGM), the Board
strategy. More information on our ESG strategy
invited major shareowners to re-engage and
is available on pages 37-39.
share their views on our Remuneration Policy,
Board changes further information is available on page 114.
The Board and I encourage our shareowners
Since my last report, we have welcomed Colin
to share their thoughts and views with us via our
Day as an Independent Non-Executive Director
Company Secretary [email protected].
and Chair of the Audit and Risk Committee.
Colin brings a wealth of experience particularly Board effectiveness
in relation to operational and financial
This year we conducted our first externally
management, reporting, risk and leadership of
facilitated Board effectiveness review,
audit committees. Since joining, Colin has had
supported by Boardroom Dialogue.
a significant impact on the activities of the Audit
The evaluation confirmed that the Board and
and Risk Committee and the Board.
its Committees were considered to be effective
Through our Nomination and Remuneration and identified a number of key priorities
Committee, we will continue to review the and actions, which the Board welcomed.
succession arrangements and balance of Further detail on the evaluation and actions
skills and experience across the Board. agreed can be found on pages 85-86.
Further information on succession planning
is available on page 94. Conclusion
The Board and I remain committed to the
Diversity and inclusion highest standards of governance and active
The Board believes that greater diversity within dialogue with all our shareowners. We will
our business is the key to better decision hold a physical AGM in June 2023, with virtual
making, and we strongly believe that building attendance for those shareowners who are not
a diverse and inclusive workforce will lead to able to attend in person.
better outcomes for our people, clients, and
I would like to thank our shareowners for their
our business as a whole.
loyalty and continued support, and I look
I am pleased to report that the Board continues forward to seeing you at the AGM.
to meet the recommendations set out in the
Parker Review and plans to work towards
achieving the more recently announced
gender diversity targets by the FTSE Women
Leaders Review. More information on our Board
diversity is available on page 80.
Sir Martin Sorrell
Executive Chairman
13 April 2023

Governance Report
The role of the Board
Board and senior management diversity

The information included in the below tables has been collected by self-disclosure directly from the individuals
concerned, using a questionnaire requesting the individual to select their gender identity and ethnicity from a list
of options of equal prominence.
Diversity by gender and ethnicity
Board Senior management
Male 67% Male 81%
Female 33% Female 19%
Board Senior management

White 80% White 62%
Minority Ethnic 20% Minority Ethnic 38%
Senior management direct reports

Gender Ethnicity
Male 62% White 67%
Female 38% Minority Ethnic 33%
Board independence balance

Independence
Independent 60%
Directors
Executive Directors 40%

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Board and Committee attendance

The following table shows the Directors’ attendance at scheduled meetings they were eligible
to attend for the year ended 31 December 2022:
Board and Committee meeting attendance1
Nomination and
Audit and Risk Remuneration
Board Committee Committee
Total meetings 4 8 6
Sir Martin Sorrell 4/4 – –
Rupert Faure Walker 4/4 8/8 6/6
Colin Day2 1/4 3/3 –
Sue Prevezer 2/43 5/83 3/63
Paul Roy 4/4 8/8 6/6
Elizabeth Buchanan 3/43 – –
Pete Kim4 2/4
Peter Rademaker5 2/4
Scott Spirit 4/4 – –
Christopher S. Martin 4/4 – –
Wesley Ter Haar 4/4 – –
Victor Knaap 4/4 – –
Naoko Okumoto 3/43 – –
Margaret Ma Connolly 4/4 – –
Mary Basterfield 4/4 – –
Daniel Pinto 4/4 – –
Miles Young6 2/4 – –
Notes:
1. There were four scheduled Board meetings.
2. Colin Day joined the Board on 2 August 2022.
3. Sue Prevezer, Elizabeth Buchanan and Naoko Okumoto were unable to attend some meetings
due to pre-existing arrangements.
4. Pete Kim retired from the Board on 16 June 2022.
5. Peter Rademaker retired from the Board on 16 June 2022.
6. Miles Young was unable to attend two Board meetings due to personal reasons.

Governance Report
The role of the Board continued
Conflicts of interest
Activities of the Board during the year The Board operates a policy that restricts a
Board activities Director from voting on any matter in which
they might have a personal interest, unless
Strategy 17%
the Board unanimously decides otherwise.
Governance and 16% Prior to all major Board decisions, the Executive
compliance
Chairman requires the Directors to confirm
Financial performance 39% that they do not have a potential personal
conflict with the matter being discussed.
Practice reviews 28% If a conflict does arise, the Director is
excluded from discussions.
Internal measures are in place to ensure
that any related party transaction involving
Directors, or their connected parties,
During the year, the key Board activities were: are conducted on an arm’s length basis.
Our Directors have a continuing duty to update
Strategy any changes to these conflicts.
• Received updates on the North Star mission, which
redefined our purpose Purpose, values and culture
• Approved the combinations with TheoremOne and The Board, supported by its Committees,
XX Artists, significantly strengthening our Content monitors the alignment of the Company’s
and Technology Services practice capabilities culture with its purpose, values and strategy.
The Company’s corporate culture is integral to
• Received a detailed presentation on the People strategy our success, we have fostered and cultivated
• Received an update on the Group’s ESG strategy a culture of innovation and effectiveness and
this feeds into how we do business. Our culture
has been the platform that has aided in the
Governance and compliance creation of the long-term value of the Company
• Adopted the UK Corporate Governance Code and supports our strategy to deliver growth.
We are actively working on enhancing and
• Reviewed and approved the recommendations following
evolving our culture, to take into account the
the Board evaluation
integration of mergers and the global aspect
• Reviewed the plan for future workforce engagements of our community.
• Reviewed and approved the Board role profiles, Committee Key functions such as Legal, Finance and
Terms of Reference and other key Group policies People are empowered to promote, embed and
• Received an update on the Group’s information security integrate good standards of ethical behaviours
and privacy activities and corporate governance across the Group.
This also involves the establishment and
review of underpinning policies and our Code
Financial performance of Conduct, which set the expectations of how
• Reviewed the Group budget and three-year plan the Group should operate.
• Received regular reports from the Group Chief The Board monitors the cultural dynamics of
Financial Officer the Group through site visits, employee surveys
• Considered and approved the Group Tax and the activities of our workforce engagement.
Strategy statement In addition, Miles Young is now the dedicated
Non-Executive Director overseeing culture.
• Received updates on the activities of the Audit and
Risk Committee
Practice reviews
• Received updates on each practice (Content, Data&Digital
Media and Technology Services) performance
• Received reports from the Chief Operating Officer

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Governance framework
The Group’s governance framework consists of the Board of Directors and its Committees. Our Committees
have delegated authority to operate within specified Terms of Reference, which are available on our website
https://www.s4capital.com/investors. This framework enables the Company and its Directors to effectively discharge
their duties and to comply with the UK Corporate Governance Code.
Board of Directors
The Board has responsibility for the overall leadership of the Group, setting the Group’s purpose, values and
strategy and satisfying itself that these align with its culture, taking into consideration the views of shareowners
and other key stakeholders, to promote the long-term sustainable success of the Group. It also has responsibility
for the Group’s performance and governance oversight, including evaluating and managing principal risks through
an effective internal controls environment.
Audit and Risk Committee Nomination and Remuneration Committee

Ensures the governance and integrity of financial Responsible for reviewing the balance of skills,
reporting and disclosures and reviews the controls knowledge, experience and diversity of the Board
in place. Oversees the internal audit function and making recommendations for Board and
and the relationship with the external auditors, Committee appointments and monitoring succession
including monitoring independence. Also reviews plans for the Board and senior management.
the effectiveness of internal controls in the Group. Responsible for determining the remuneration and
Reviews and makes recommendations to the other benefits of Executive Directors. Reviews and
Board on the Group’s risk appetite, risk principles approves the Remuneration Policy, ensuring
and policies so the risks are reasonable and that it is clear, simple, and aligned to culture.
appropriate for the Group and can be managed and Recommends and monitors overall remuneration for
controlled within the limits of the Group’s resources senior management whilst considering employee
and appetite. remuneration and alignment of incentives and
For more information see page 89.
rewards with culture.
For more information see page 94.
Senior management
Responsible for defining strategic proposals, implementing the Group Strategy, and reviewing its success,
overseeing performance against the strategy and budget for each practice, promoting cultural development,
and establishing and monitoring ESG strategy for the Group. Monitors the implementation and progress of
risk mitigation.

Governance Report
Role of the Board Division of responsibilities

The Board is collectively responsible for The Board acknowledges that Sir Martin
the effective oversight and the long-term Sorrell’s position as Chairman and Chief
success of the Company. The Board delegates Executive Officer is a departure from the Code.
some of its responsibilities to the Audit and The Independent Non-Executive Directors met
Risk Committee and the Nomination and during the year to review the Board structure
Remuneration Committee, through agreed including consideration of the ongoing
Terms of Reference which were approved suitability of the combined role. Sir Martin has
during the year and will be subject to annual been a leading figure in the marketing and
review. The responsibilities of each Committee communication services industry for over 40
are described in the governance framework on years and the Board continues to be of the
page 83, in the Committee reports on pages view that his expertise, knowledge and global
89-98 and are available on our website. network of relationships are an unparalleled
advantage to the Group, the formulation and
The Board also receives regular updates on
execution of its strategy and its day-to-day
the performance of the Group’s businesses,
operations. In light of this, the Board believes
operational matters and legal updates from the
that combining the roles of Chairman and
Executive Chairman, the Executive Directors
Chief Executive continues to be in the best
and General Counsel and this provides
interests of the Company, our shareowners
opportunities for Board members to provide
and other stakeholders.
guidance and constructive challenge. All Board
members have full access to the Group’s
advisers for seeking professional advice at the
Company’s expense.
Role Responsibility
Executive Chairman Chairs the Board meetings, sets the Board
Sir Martin Sorrell agendas and promotes effective relationships
between the Executive Directors and Non-
Executive Directors.
Senior Independent Director Provides a sounding board for the Executive
Rupert Faure Walker Chairman and is available to act as an
intermediary for other Directors when
necessary. Responsible for reviewing the
effectiveness of the Executive Chairman.
Non-Executive Directors Independent of management and assist
in developing and approving the strategy.
Provide independent advice and constructive
challenge to management, bring relevant
experience and knowledge and serve on
the Board Committees.
General Counsel, Head of Compliance and Advises the Board on matters of corporate
Company Secretary governance and ensures that the correct
Caroline Kowall Board procedures are followed. All members
of the Board and Committees have access
to the services and support of the
Company Secretary.
Further information on our Board roles and responsibilities are available on our website
https://www.s4capital.com/investors.

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Directors’ performance • ensure no shareowner resolutions are

proposed (save as required by law) or passed
During the year, the Executive Chairman
without his consent; and
held meetings with individual Directors at
which, among other things, their individual • save as required by law, ensure no acquisition
performance was discussed. Informed by the or disposal by the Company or any of its
Executive Chairman’s continuing observation subsidiaries of an asset with a market or book
of individual Directors during the year, value in excess of £100,000 (or such higher
these discussions form part of the basis for amount as Sir Martin may agree) may occur
recommending the election and re-election of without his consent.
Directors at the Company’s AGM, and include
The B Share will lose the B Share Rights if it
consideration of the Director’s performance and
is transferred by Sir Martin and also:
contribution to the Board and its Committees,
their time commitment and the Board’s (i) in any event after 14 years from
overall composition. 28 September 2018 (being the date on which
the B Share was issued), or, if earlier, the date
Executive Chairman’s performance on which Sir Martin retires or dies; or
Rupert Faure Walker in his capacity as the
(ii) if Sir Martin sells any of the Ordinary Shares
Senior Independent Director, led the annual
that he acquired on 28 September 2018 (other
performance review of the Executive Chairman.
than in order to pay tax arising in connection
This involved meetings during the year with
with his holding of such shares).
the Independent Non-Executive Directors,
without the Executive Chairman being present. In order to ensure that Sir Martin’s exercise
The Senior Independent Director provided of the rights attaching to the B Shares do not
feedback to the Executive Chairman. prejudice the Company’s ability to comply with
the Listing Rules, Sir Martin and the Company
Election and re-election of Directors have entered into a relationship agreement.
at the 2023 AGM Pursuant to this relationship agreement,
Colin Day joined the Board on 2 August 2022 Sir Martin has undertaken to ensure that:
and will be seeking election at the AGM. • transactions and arrangements with
The Board has confirmed that each Sir Martin (and/or any of his associates) will
Director continues to be effective and be conducted at arm’s length and on normal
demonstrates commitment to their role. commercial terms;
On the recommendation of the Nomination • neither Sir Martin nor any of his associates
and Remuneration Committee, the Board will take any action that would have the effect
will therefore be recommending that all other of preventing the Company from complying
serving Directors be re-elected by shareowners with its obligations under the Listing Rules;
at the 2023 AGM. and
B Shareowner • neither Sir Martin nor any of his associates
will propose or procure the proposal of a
As the founder of the Group, Sir Martin Sorrell
shareowner resolution, which is intended
has been issued with a B Share which provides
or appears to be intended to circumvent the
him with enhanced rights.
proper application of the Listing Rules.
As the owner of the B Share, Sir Martin has the
The Group has policies in place to ensure
right to:
that the rights attaching to the B Share are
• appoint one Director of the Company from not infringed.
time to time and remove or replace such
Director from time to time;
• ensure no executives within the Group are
appointed or removed without his consent;

Governance Report
Board evaluation The evaluation’s conclusions

During the year, we undertook our first Boardroom Dialogue’s independent review
externally facilitated Board effectiveness concluded that the Board and Committees
review. This was led by Sean O’Hare of perform effectively, with positive feedback from
Boardroom Dialogue, who has no other both within and outside the Board. The review
connection with the Company or with individual highlighted that the Executive Chairman
Directors or executives. provides strong leadership to the Group.
The Board was considered to be appropriately
The evaluation comprised of an observation of diverse, with a culture of trust between Board
the Board meetings and one-to-one interviews members, which encourages open and honest
with each of the Directors, the Company discussions and leads to constructive challenge
Secretary and the external legal adviser. of senior management.
In October, the Board discussed the outcomes
of the evaluation and the proposed actions to The review concluded that, whilst the Board
enhance the effectiveness of the Board. was operating effectively, there were further
improvements to be made and the following key
recommendations were agreed with the Board.
Topic Recommendation Progress/Plan of action

Meeting administration, To strengthen the meeting A more robust system of meeting
Board agenda and focus administration process including administration has now been put
creating a matters arising list to in place, including matters arising
be reviewed at each meeting. and minutes of each meeting
being shared in a timely manner.
Consider holding private Meetings without management
sessions, without management present are now held after all
present, for the Board and its scheduled Board meetings and,
Committees during the year. for each of the Committees,
meetings without management
present are at the discretion of
each Committee Chair.
Consider streamlining the All papers are reviewed by the
quarterly Board meeting papers. Group CFO and General Counsel
and the agenda clearly sets out
what input is required from
the Board.
Board composition The composition of the Board was The Nomination and
and succession planning considered to be effective. Remuneration Committee's
However, due consideration should priorities for 2023 include
be given to the Board skills matrix reviewing the balance of skills
and the establishment of the timing and experience across the Board
and process for the appointment of and succession planning for the
new Board members. Board and senior management.
Executive Chairman to hold The Executive Chairman held
formal performance meetings performance meetings with
with each Director and Senior each Director and the Senior
Independent Director to provide Independent Director during
feedback to Executive Chairman. the year.
The Independent Non-Executive
Directors held a meeting
without management present
to appraise the performance
of the Executive Chairman and
the Senior Independent Director
provided feedback to the
Executive Chairman.

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How we engage with our people

Our diverse and dedicated people underpin the success of our business. The Board uses a combination of both
informal and formal engagement channels as detailed below:
Non-Executive Director engagement Speak Up

All of our Non-Executive Directors Our Speak Up system allows for an
share the responsibility for workforce anonymous reporting line for our people
engagement and have attended to raise any concerns, in addition to non-
Community Group sessions (described anonymous ways through HR Managers
below). Non-Executive Directors report to and the General Counsel. The Board,
the Board following any engagement with through the Audit and Risk Committee
the workforce. receive regular updates.
Employee surveys State of our One Nation

We conduct regular employee surveys How we The Executive Chairman sends out a
and use this feedback to improve our weekly update to all our people to ensure
performance and culture.
engage that they are kept informed of business
with our activities, key highlights and Group and/or
people departmental milestones.
All-Hands Community Groups

We host All-Hands sessions, divided into Championed by our Chief People Officer,
departmental All-Hands and geographical our Community Groups are voluntary,
All-Hands sessions. These sessions employee-led groups that aim to foster
include a question and answer segment, a diverse and inclusive workplace.
providing two-way communication and These include Melanin.Monks, WoMMen in
further engagement. Tech and Enable.Monks.

Governance Report
How we engage with our shareowners

Our main engagement methods are listed below:
Our Annual Report and Accounts is available to all shareowners, and we

aim to make our Annual Report and Accounts as accessible as possible.
Annual Report
Shareowners can opt to receive a hard copy in the post, or PDF copies
and Accounts
via email or from our website. Shareowners can also contact our
Company Secretary to request a copy via [email protected].
Our website is regularly updated and has a dedicated investor section

which includes all our Annual Report and Accounts, our results
Corporate presentations and contact details.
website
The AGM provides an opportunity for our shareowners to question the

Directors and the Chairs of each of the Board Committees. Information
Annual General
on the 2023 AGM is on page 119.
Meeting
When considering material changes to our Board, strategy or our

remuneration policies, we will always seek to engage with shareowners.
Shareowners
consultation
Should shareowners have any concerns, which the normal channels of

Senior communication to the Executive Chairman or Group CFO have failed to
Independent resolve, or for which contact is inappropriate, then our Senior
Director Independent Director, Rupert Faure Walker, is available to address them.
Rupert can be contacted via the General Counsel and Company
Secretary ([email protected]).
The Executive Chairman, together with the Group CFO and Chief Growth
Officer meet with the Company’s largest institutional shareowners to
Investor hear their views and discuss any issues or concerns. During the year the
meetings Executive Chairman, Group CFO and Chief Growth Officer held over 100
investor meetings, in person and virtually.
Following the announcement of our results, the Company’s largest
shareowners, together with financial analysts, are invited to a
presentation with a question and answer session by the Executive
Chairman, Group CFO and Chief Growth Officer. The webcasts are made
available to all shareowners via the website.

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Audit and Risk Committee Report
“ The Committee continued

to play a key role in assisting the
Board in its oversight responsibility
and monitoring the integrity of the
financial information”
Colin Day
Chair, Audit and Risk Committee
Letter from the Chair I have visited several of our largest operational
and accounting locations including London,
Committee Membership
the Netherlands, US and Latin America.
Colin Day: Chair During these visits, I spent a significant
Sue Prevezer amount of time assessing the internal controls
Rupert Faure Walker and processes, and establishing a rapport
Paul Roy with our key stakeholders in the Finance and
Compliance teams, as well as the internal and
Dear shareowners
external audit functions.
I am pleased to present my first report as Chair
of the Audit and Risk Committee, for the year During the year, the Committee focused its
ended 31 December 2022. I succeeded Rupert oversight on the development of the finance
Faure Walker as Chair of the Committee in function, evolution of processes and controls,
August 2022. I would like to thank Rupert for including addressing the issues identified
his invaluable contribution to the Committee during the 2021 audit and establishing an
over the last few years. internal audit function. The Committee
continued to play a key role in assisting the
The Committee has been established by the Board in its oversight responsibility and
Board primarily for the purpose of overseeing monitoring the integrity of the financial
the accounting, financial reporting, internal information for the benefit of our shareowners.
controls and risk management processes This has included challenging management on
and the audit of the financial statements the significant accounting judgements made in
of the Group. The Committee’s role and our financial reporting, as well as reviewing the
responsibilities are set out in the Committee’s analysis behind our viability statement.
Terms of Reference which are available on our
website https://www.s4capital.com/investors. Update on 2021 audit issues
Since joining, I have developed my knowledge Following the delay of the 2021 Preliminary
of the business to ensure that the Committee Results Announcement, significant changes
could fulfil its responsibility of assisting the and investments were made in financial
Board’s oversight of the quality and integrity reporting and control, internal audit,
of the Group’s external financial reporting governance, risk and compliance. In 2022,
and accounting policies and practices and several experienced finance professionals were
ensure there was no compromise in this regard. appointed within the Group and practice

Governance Report
Audit and Risk Committee Report continued
finance teams and there has been continued Audit and Risk Committee activities
focus on improving the control environment in 2022
particularly on processes and controls around
revenue recognition. The main areas of the Committee activities
during 2022 financial year included:
Significant issues considered by Financial and narrative reporting
the Committee during the year
• The material areas in which significant/key
In discharging its duties by reviewing the judgements were applied, based on reports
financial accounts of the Company and the from both the Group’s management and the
auditor’s report, the Committee considered and external auditor.
discussed the following key financial matters:
• The information, and underlying assumptions
• Revenue recognition: During the year, the presented in support of the impairment, going
Committee reviewed the Group’s approach concern and viability assessment.
to revenue recognition, particularly for
• The consistency and appropriateness of the
the Content segment. Due to the size and
financial control and reporting environment.
complexity of contracts in the segment,
this required management’s judgement Internal control and risk management
and the Committee was satisfied with • The Group’s risk framework, including
the approach taken. The Committee also establishing the corporate risk framework and
reviewed the results of the work performed a robust review of the Company’s principal
by the auditors in this area and the steps and emerging risks and uncertainties.
taken by management to facilitate a better
understanding of the reporting standards • Enhancements to our internal controls,
across the Group. including establishing the minimum control
standards for core financial controls, and
• Taxation: During the year, the Committee
updating the internal control manual and the
assessed the reasonableness of the Group’s
finance manual.
provisions for uncertain tax positions.
The Committee reviewed the appropriateness • Received updates on the work on core
of the disclosures in the Annual Report, financial controls.
and the Board reviewed and approved the
• Received updates on information security
Group’s tax strategy statement, which
and privacy risks.
is available on the Company’s website at
www.s4capital.com. Compliance, whistleblowing and fraud
• Impairment review: During the year, • Reviewed reports arising from the Speak
management undertook the annual Up line.
impairment review, which was performed
Internal audit
at the three cash generating units, being
the Content, Data&Digital Media and • Appointed and onboarded Deloitte LLP
Technology Services practices, and 4 Mile. as outsourced internal auditors.
The Committee reviewed management’s • Approved the internal audit charter and
approach and recommendations and annual plan.
concluded that management’s assessment
was appropriate. • Reviewed key themes and findings from
the internal audit reviews.
External auditor
• Reviewed the scope of, and findings
from, the external audit undertaken by
PricewaterhouseCoopers LLP (PwC) as the
external auditor.
• Assessment of the performance, continued
objectivity and independence of PwC.
• Reviewed the non-audit services policy
and processes.

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Committee effectiveness The FRC’s review was intended to consider

• Updated the Committee Terms of Reference, compliance with reporting requirements
which were approved by the Board. and was conducted by staff who have an
understanding of the relevant legal and
Key focus for 2023 accounting framework, however lacking
Alongside the regular cycle of matters that the detailed knowledge of the Group’s business or
Committee schedules for consideration each understanding of the underlying transactions
year, we are planning over the next 12 months entered into. As such, the FRC’s review
to focus on the following areas: provides no assurance that the Group’s reports
and accounts are correct in all material respects
• appointing a Head of Internal Audit to and it should not be relied upon by the Group or
further enhance and strengthen our internal any third party.
controls environment;
• roll out of our compliance programme;
Internal audit
The Committee is responsible for monitoring
• further enhancement to our risk framework; and reviewing the operation and effectiveness
and of the Group’s Internal Audit function, including
• successful induction of a new PwC audit its independence, strategic focus, activities,
partner, in line with the audit partner plans and resources. During the year, Deloitte
rotation requirements. LLP (‘Deloitte’) were appointed as the Group’s
internal audit function with the aim to provide
Financial Reporting Council (FRC) independent assurance as to the adequacy and
During the year, the 2021 Annual Report effectiveness of the Group’s internal controls
and Accounts were reviewed by the and risk management systems.
FRC. They requested further information
Deloitte undertook a series of interviews across
regarding the accounting for acquisitions
the Group which formed the basis for the
including contingent consideration and
internal audit plan. The Committee has received
holdbacks, employment-linked contingent
regular reports from the internal auditors,
consideration arrangements, and deferred
on the audits that they completed.
equity consideration. We provided additional
information and agreed to include additional The Committee is satisfied that the Internal
disclosures in our 2022 Annual Report and Audit function has the necessary integrity,
Accounts. The FRC also requested information objectivity, and competency to fulfil its
relating to the Alternative Performance mandate. It has also satisfied itself that
Measures (APMs) disclosed in the Annual the Internal Audit function has adequate
Report and Accounts, and how these measures standing and is free from management or
reconciled to the statutory IFRS measures other restrictions.
and why management considered them useful
information regarding the Company’s financial
performance. We have provided additional APM
disclosures in our 2022 accounts, including
reconciling pro-forma measures to their IFRS
equivalent and explaining the reason for use
of the APM.
The FRC further requested clarification as to
why Sir Martin Sorrell was not considered the
ultimate controlling party of the Company,
and they were satisfied with the information
provided. No changes were required to the
accounting applied in the Annual Report and
Accounts 2021.

Governance Report
Audit and Risk Committee Report continued
External audit Fair, balanced and understandable

The Committee has primary responsibility At the request of the Board, the Committee
for overseeing the relationship with, and considered whether, in its opinion, the
performance of, the external auditor, PwC. 2022 Annual Report, taken as whole, is fair
This includes making recommendations balanced and understandable. In its review,
to the Board concerning the appointment, the Committee examined the preparation and
reappointment and removal of the external review process and considered the continuing
auditor, as well as assessing its independence appropriateness of the accounting policies,
on an ongoing basis. important financial reporting judgements
and the adequacy and appropriateness of
Mark Jordan was appointed as key audit
disclosures. Board and Committee members
partner in January 2019, when PwC
received drafts of the Annual Report for their
was appointed as our external auditor.
review and input which provided an opportunity
Having served the maximum five years, Mark
to discuss the drafts with both management
Jordan will be handing over responsibilities to
and the external auditor, challenging the
a new audit partner, with effect from the close
disclosures where appropriate.
of the 2022 audit.
Following its review and the Committee’s
During the year, the Committee reviewed the
recommendation, the Board believes that the
external auditor’s performance, the Committee
2022 Annual Report and financial statements
concluded that the external auditor remains
is representative of the year and, taken as a
independent, objective and effective in its
whole, is fair, balanced and understandable
role and therefore should be re-appointed
and provides the information necessary for
for a further year. On the recommendation of
shareowners to assess the Group’s position,
the Committee, the Board is putting forward
performance, business model and strategy.
a resolution at this year’s AGM to re-appoint
PwC as external auditor for a further year. Going concern and long-term viability
The Committee’s policy is that the external The Directors considered the going
auditors should not undertake any work concern position as detailed on page 139.
outside the scope of their annual audit and Having reviewed and challenged the downside
the review of the interim financial statements. assumptions, forecasts and mitigation strategy
The Committee has discretion to grant of management, the Directors believe that
exceptions to this policy where it considers the Group is adequately placed to manage
that exceptional circumstances exist and that its business and financing risks successfully.
independence can be maintained, whilst having The Directors have a reasonable expectation
due regard to the FRC’s ethical standards for that the Group has adequate resources to
auditors. The Committee’s approval is required continue in operational existence for a period
to instruct PwC to perform non-audit services. longer than 12 months from the date of signing
the financial statements. Therefore, the
Fees Directors continue to adopt the going concern
The audit related fees for the year ended basis in preparing the financial statements.
31 December 2022 amounted to £4.2 million The Directors, having considered the longer-
(2021: £1.7 million). The non-audit fees term viability assessment as detailed on
for the year ended 31 December 2022 page 27, confirm that they have a reasonable
amounted to £0.3 million (2021: 0.1 million). expectation that the Company will be able to
Further information is available on page 163. continue in operation and meet its liabilities
as they fall due and over the viability period
to 2025.

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Managing risks and internal controls Committee effectiveness

The Board has overall responsibility for An evaluation of the effectiveness of the Board
setting the Group’s risk appetite and ensuring and its Committees was undertaken during
that there is an effective risk management the year, in line with the requirements of the
framework in place and has delegated the UK Corporate Governance Code. The results
responsibility for review of the risk management confirm that the Committee is operating
methodology and effectiveness of internal effectively. The Committee considers that
controls to the Audit and Risk Committee. during the year it continued to have access to
During the year, the Board undertook a robust sufficient resources to enable it to carry out its
assessment of its principal and emerging risks duties and has continued to perform effectively.
and uncertainties and internal control systems. Further information on the Board effectiveness
review is available on pages 85-86.
During the year, the Committee reviewed
the Group’s financial reporting process As Chair of the Audit and Risk Committee,
controls, which are designed to mitigate the I am available to shareowners and stakeholders
risks of financial misstatement and includes should they wish to discuss any matters within
defined management review procedures to this report or under the Committee’s area
ensure accurate reporting, in line with Group of responsibility whether at the AGM or by
accounting policies. writing to the General Counsel and Company
Secretary at [email protected].
Speak Up
The Committee oversees the Group’s Speak
Up Policy and procedures. During the year, the
Board approved the revised Speak Up Policy
which was communicated to the workforce.
Concerns can be raised by employees with
managers, human resources or the General Colin Day
Counsel or can be reported by anyone, Chair, Audit and Risk Committee
anonymously, if necessary, to a confidential
hotline. The Committee received regular 13 April 2023
reports on matters raised.
Membership of the Committee

and attendance at meetings
The Committee is comprised solely of
independent Non-Executive Directors with
a wide range of experience. As the Chairman
of the Committee, I am considered by the
Board to have recent and relevant financial
experience. My biographical details and
Committee members can be found on
pages 74-77. Meeting attendance of the
Committee members can be found on page
81. The Board is satisfied that the Committee
has the resources and expertise to fulfil its
responsibilities. By invitation, the Executive
Chairman, Group CFO, Group Financial
Controller, General Counsel and Company
Secretary, Deputy Company Secretary,
representatives from the internal audit (Deloitte)
and external auditors, (PwC) attend Committee
meetings. The Committee met eight times
during the year. To further facilitate open
dialogue and assurance, the Committee holds
private sessions with the auditors without
members of management being present.

Governance Report
Nomination and Remuneration Committee Report
“ The Committee recognises

that having the right Directors
and senior management in
place is fundamental to our
long-term success”
Paul Roy
Chair, Nomination and Remuneration Committee
Nomination and Remuneration from Odgers Berndtson, an independent

Committee Report search firm with no other connection to
S4Capital or any of our Directors, to assist
Letter from the Chair in drawing up a list of suitable candidates.
Committee Membership Odgers Berndtson also assisted with the search
Paul Roy: Chair for our Group Chief Financial Officer in 2021.
Susan Prevezer We carefully considered various options before
Rupert Faure Walker recommending Colin’s appointment to the
Board. He brings extensive experience in both
Dear shareowners executive and non-executive roles and since
As Chair of the Nomination and Remuneration joining the Board has added significant value
Committee, I am pleased to present the to the work of the Audit and Risk Committee
Committee’s report for the financial year and the wider Board. In August, we announced
ended 31 December 2022. I have chaired the appointment of Christopher S. Martin to the
the Committee since it was established in new role of Chief Operating Officer.
2018. The other members of the Committee
are Rupert Faure Walker and Sue Prevezer.
Succession planning
All three of us are considered by the Board The Committee recognises that having the
to be independent Non-Executive Directors. right Directors and senior management in
place is fundamental to the Company’s long-
Board changes during the year term success and a key responsibility of the
At the start of 2022, we welcomed Mary Committee is to satisfy itself that a robust
Basterfield to the Board as the new Group and rigorous succession planning process
Chief Financial Officer. Mary’s predecessor, is in place, over both the medium term and
Peter Rademaker, remained on the Board long term. The Independent Non-Executive
for a period as a Non-Executive Director but Directors and the Executive Chairman held
stepped down at the AGM in June. Pete Kim a meeting to discuss the future succession
also stepped down from the Board at the AGM arrangements for the Executive Chairman.
but remains with the Company. Colin Day joined As part of its 2023 priorities, the Committee will
the Board in August as an Independent Non- develop and review the Board’s skills matrix,
Executive Director and Chair of the Audit and which will include structure and composition,
Risk Committee. We sought external assistance

0 1 2 3 4
skills and knowledge, independence, and formal and transparent procedures in respect
diversity including gender and ethnicity. of the Committee’s work, based around a
The Committee will focus on succession plans regular cadence of Committee meetings and
for key Board and Committee positions and additional support.
increase its oversight over the succession
Shareowners approved a new Remuneration
arrangements of senior management to ensure
Policy at the AGM in June 2022. As explained
a robust pipeline of future leaders.
last year, the new Policy is similar to that
Board diversity previously in place, although we made a
number of minor amendments to ensure we
The Committee considered the
retained an appropriate level of flexibility
recommendations set out in the FTSE Women
while bringing some Policy elements more into
Leaders Review, which recommends at
line with market practice. We adopted good
least a 40% female representation of the
practice features such as post-employment
Board. During the year, and as at the date on
shareholding requirements and ensured
this report, we have achieved 33% female
alignment of Directors’ pension provision with
representation on the Board. The Committee
the wider workforce. The overall Policy has a
is committed to improving the gender diversity
focus on relatively limited fixed remuneration,
across the Board. During 2022, and as at the
a below-market annual bonus opportunity and
date of this report, we met the requirement
an emphasis on long-term share ownership.
to have at least one senior Board position,
Many of the Executive Directors are significant
being the Chair, Chief Executive Officer,
shareowners and the Policy is designed
Chief Financial Officer or Senior Independent
with this in mind. There are also significant
Director position held by a woman, with Mary
levels of share ownership among the wider
Basterfield holding the position of Group Chief
employee base.
Financial Officer.
In 2023, the Board formally approved and Engagement with shareowners
published its Board Diversity Policy, which is following the AGM
available on our website www.s4capital.com. We recognise that although the new Policy
The Committee and the Board will continue was approved at the AGM, it did not receive
to promote this Policy and its implementation. the support of all shareowners, with a 30%
The Board’s Diversity policy supports the vote against the resolution. We had conducted
recommendations set out in the Parker Review an extensive consultation exercise with major
on ethnic diversity, and the Hampton-Alexander shareowners in early 2022, prior to finalising
Review on gender diversity. the new Policy. Although some issues were
raised at that stage, the overall feedback
During 2022, and as at the date of this report, on the Committee’s approach during the
the Board met the recommendation to have at consultation was positive, and the AGM result
least one Director from an ethnic minority on was therefore disappointing. Following the
the Board. We currently have three Directors vote, the Committee reviewed comments from
who identify as ethnic minority. those shareowners which had voted against
Further details of the Company’s Diversity, the Policy and considered the views of the
Equity and Inclusion (DE&I) policy and the proxy advisory bodies. A number of points were
diversity of the workforce as a whole are set raised, including in relation to the structure of
out in the ESG section of the Strategic Report. the Incentive Share scheme. This scheme, in
In addition, on page 80 we include details of the place since the Company was established in
gender and ethnic balance across the Board 2018, is not a conventional long-term incentive
and senior management. plan and does not fully comply with all standard
governance features. However, it represents a
Directors’ Remuneration Policy significant way in which reward for participants
The Committee is responsible for determining is linked to the growth of the business and there
the Directors’ Remuneration Policy, which are no current plans to change it.
provides the overall framework for payments The Committee engaged with shareowners
to the Directors. No payment can be made in relation to the vote against the Policy at
to a Director which is inconsistent with the the 2022 AGM by inviting them to re-engage
Policy. The Committee is also responsible for and share their views on the Policy, in order to
implementing the Policy and its application understand their views and reasons for voting
to specific Executive Directors. There are against the Policy.

Governance Report

continued
Although this process did not raise additional one a market-priced option and the other
specific feedback, the Committee continued an award of conditional shares. The award
to reflect on and consider shareowner views was fully performance-based and linked to
on remuneration when implementing the Policy the achievement of gross profit growth and
throughout 2022 and into 2023. EBITDA margin targets for the 2022 financial
year. The exact targets are set out on page
The result of the AGM and the Update
107. The Committee has reviewed the extent to
Statement following the AGM can be found
which the targets were met and has concluded
on our website https://www.s4capital.com/
that 50% of the award will be capable of
investors.
vesting. This reflects achievement of the gross
Executive remuneration in 2022 profit target but a failure of the EBITDA margin
target to be met. None of the shares to which
The overall structure of remuneration for the
Mary is now entitled will vest until 2026, four
Executive Directors in 2022 was consistent
years after the initial grant, and this award is
with the Remuneration Policy approved at the
therefore considered by the Committee to be a
AGM and the implementation disclosures in
genuine long-term incentive. Mary is gradually
last year’s Directors’ Remuneration Report.
building a holding in S4Capital shares and in
The only basic salary increase for the year was
line with the Directors’ Remuneration Policy is
for Sir Martin Sorrell, whose salary increased to
required to hold shares equivalent in value to
£250,000 to more fairly reflect his contribution
at least 200% of her basic salary.
to the business (while remaining significantly
lower than salaries paid to CEOs of companies The Committee believes the Remuneration
of a similar size to S4Capital). Each Executive Policy operated as intended during 2022.
Director participated in the annual bonus
scheme for the year, with payments based Remuneration plans for 2023
on performance against both financial and For 2023, all elements of the Executive
non-financial measures. For the financial Directors’ pay will continue to be in line with
element we again focused on two performance the approved Remuneration Policy.
indicators, gross profit growth and EBITDA
As at the date of this report, the Committee
margin, both of which are core indicators of
has not yet finalised a decision on any salary
the success of the strategy of the business.
increases to apply to the Executive Directors
For the non-financial element, targets were
for 2023. Any increases, if agreed, will be
set based on the ongoing integration of the
effective no earlier than 1 April 2023 and,
various businesses within S4Capital (critical to
among other things, will take into account
the success of our strategy of building a unitary
changes to Board roles and responsibilities as
business model), DE&I and carbon emission
well as salary increases for the wider workforce.
reductions. The targets are set out on page 14.
Full disclosure of any changes to Directors’
After the year end, the Committee reviewed salaries will be provided in next year’s Directors’
performance against the targets set. The gross Remuneration Report at the latest.
profit target was met but EBITDA margin was
As disclosed last year, the pension provision for
below expectations; accordingly, participants
certain Executive Directors has now reduced to
earned one half of the bonus subject to
the contribution rate available to the majority of
financial measures. On the non-financial
UK employees. For Sir Martin Sorrell, this has
conditions, there was partial achievement
resulted in a reduction in his pension from 30%
of the DE&I and carbon emission targets.
of basic salary to 4% for 2023. All Executive
The integration measure was scored at zero,
Directors’ pensions are now aligned with the
as although some improvements were made
wider workforce or to the legal requirements
during the year, the Committee felt that there
in place in their country of appointment.
was insufficient overall progress in this area.
The total bonus outturn was 40% of the Under the annual bonus scheme, Executive
maximum achievable. Directors will continue to have the opportunity
to earn up to 100% of basic salary as a bonus,
In last year’s report I explained the equity
subject to the satisfaction of performance
awards that had been agreed for Mary
conditions linked to strategically important
Basterfield linked to her recruitment. As part
key financial and non-financial measures.
of these arrangements, in 2022 she was
70% of the bonus will again be payable by
granted an award over shares with a face value
reference to performance measured against
of £500,000. This award was in two parts,

0 1 2 3 4
financial metrics, including net revenue growth The overall Directors’ Remuneration Policy
and EBITDA margin. For 2023, we have also and the way it is implemented is aligned
introduced a third financial measure, EBITDA with the strategy of the business and the
to cash conversion, reflecting the increased promotion of long-term sustainable success.
internal focus on this metric. The remaining A key component of the incentive schemes
30% of the bonus will be payable by reference is rewarding the achievement of challenging
to key non-financial objectives, including ESG targets based on financial measures which
performance, DE&I and measures linked to the include net revenue growth and EBITDA
ongoing integration of the various businesses margin, two of the key financial indicators
within S4Capital. of the business which are closely tracked
internally and by S4Capital’s shareowners
A further share award will be made to Mary
and market analysts. This is supplemented
Basterfield in line with the terms of her
by a focus on non-financial measures which
appointment as summarised in last year’s
are critical to the long-term value of the
report. This award will again have a face
business, such as ensuring that the Company
value of £500,000 and be granted as a mix of
has an appropriately diverse workforce and
market-priced options and conditional shares.
is managing its responsibilities to society.
The award will be capable of vesting subject
In addition, the ultimate value of the Incentive
to the achievement of key financial targets
Share scheme to participants is closely
for the 2023 financial year. To the extent the
correlated with the long-term success of the
targets are satisfied, the award will vest in
business since its foundation in 2018 and
2026, three years after grant.
incorporates an extended vesting period,
The exact targets for the annual bonus scheme consistent with the expectations of the Code.
and for Mary’s share award are currently
During 2022, the Committee further
considered commercially confidential, but will
expanded its oversight of wider workforce
be disclosed in full in next year’s Directors’
remuneration. This has included consideration
Remuneration Report alongside a discussion
of management’s ongoing work in harmonising
of the level of performance achieved.
and integrating reward policies across the
The Committee is keeping under review the various businesses within S4Capital, and
matter of whether any share incentives should approving an approach to equity incentives
be granted to other Executive Directors, which ensures greater consistency for
although at the time of writing no formal rewarding key talent and offering appropriate
decision has been made on this matter. incentives to new joiners across the Company.
Any awards, if made, will be consistent with
We have also begun a process of engaging
the terms of the Directors’ Remuneration Policy
directly with the workforce on remuneration
and full details will be provided in next year’s
matters. I met with a number of employees
Directors’ Remuneration Report at the latest.
from across the business in early 2023 to
The Board (excluding the Non-Executive explain the Committee’s approach to Directors’
Directors) is responsible for determining Non- remuneration and its alignment with the pay
Executive Director fees. No changes to Non- approach for the wider workforce. This provided
Executive Director’s fee levels are proposed some useful insight into pay practices across
for 2023. the Company. The Committee will build on this
process when organising further employee
UK Corporate Governance Code engagement sessions in future years.
The Committee has always taken an approach
The Committee has sought to ensure that
to executive remuneration which is considered
the Directors’ Remuneration Policy and its
to be consistent with the Code’s principles and
implementation are consistent with the factors
the vast majority of its provisions. As we have
set out in Provision 40 of the Code:
now adopted formal reporting against the Code,
we are confident that our overall approach is • Clarity: Remuneration arrangements for the
aligned to the Code and that we continue to Executive Directors are set out transparently
comply with the vast majority of the provisions in this report, allowing shareowners to
relating to Directors’ remuneration. understand the nature of the specific
incentive schemes and payments under those
schemes. As noted above, during the year
we engaged with major shareowners on the
Remuneration Policy and also started

Governance Report

continued
a process of engagement with the wider which supports overall business goals and
workforce on remuneration matters. is consistent with the purpose and culture
• Simplicity: The structure of the Remuneration of the Group.
Policy for the Executive Directors is simple There are two areas where we do not fully
and straightforward. At present, the only comply with the remuneration-related elements
incentive scheme in which all Executive of the Code:
Directors participate is the annual bonus
• Provision 36: The CFO’s equity awards
scheme. The Incentive Share scheme
agreed as part of her recruitment do not
– which applies to two Directors only
have a total vesting and holding period
(including the Executive Chairman) – has
of five years or more. The full rationale
a very simple structure.
for the structure of these awards was set
• Risk: The Committee is aware that the out in last year’s Directors’ Remuneration
Incentive Share scheme may result in the Report. The Committee believes they are
issue of shares to participants of a significant appropriate for S4Capital in the context of
value. However, such awards will be the need to offer a competitive recruitment
consistent with the creation of shareowner package which is aligned to the interests
value since the foundation of S4Capital and of the business.
therefore very clearly tied to the performance
• Provision 37: The Incentive Share scheme
of the business. Any reputational risk
does not include malus or clawback
triggered by a perception of excessive
provisions, and nor does the Committee
rewards which are divorced from the
have the ability to override the formulaic
underlying performance of the business
outcome of the scheme. This is due to the
is therefore limited.
long-term nature of the plan and the fact
• Predictability: Rewards available to that participants in the scheme can only
Executive Directors under their fixed receive benefits once shareowners have
remuneration arrangements and the annual experienced significant growth in the value
bonus scheme are limited in scope and of their investment. In line with the Code,
reasonably predictable in value (subject to the other incentives in place for Directors
the satisfaction of the bonus performance (the annual bonus scheme and the equity
conditions). The equity incentives awarded to incentives for the CFO) include malus and
the Group CFO will vary in value depending clawback provisions and provisions which
on the achievement of the performance give the Committee the ability to override the
conditions and the share price as at the date formulaic outcome of the performance tests
of vesting. The ultimate value of the Incentive if deemed appropriate. Similar arrangements
Share scheme is hard to predict exactly, but it will apply to any new long-term incentive
will correlate with growth in shareowner value offered to the Executive Directors in
since S4Capital’s inception. the future.
• Proportionality: The annual bonus scheme,
the Incentive Share scheme and the equity
Discretion
awards to the CFO tie individual reward The Committee oversees the application of
closely to the performance of the business. discretion in accordance with the Remuneration
The targets for the bonus scheme and the Policy. The Committee has not applied any
CFO’s awards are linked to core financial discretion in the year under review.
priorities and key non-financial objectives. I remain open to shareowners should there be
The Incentive Share scheme rewards any matters that they wish to raise directly.
the generation of value for shareowners.
As such, payouts under these schemes will
be reflective of the success or otherwise of
the strategic direction which has been set for
the Group.
• Alignment to culture: S4Capital is continuing
to build a new age/new era, digital, data-
Paul Roy
driven, unitary business. Our incentive
Chair, Nomination and
schemes for Directors and for employees
Remuneration Committee
across the Group more widely are
increasingly aligned and are all designed 13 April 2023
to ensure that performance is rewarded

0 1 2 3 4
Remuneration Report
Summary of the Directors’ Remuneration Policy

The Directors’ Remuneration Policy was approved by shareowners at the AGM on 16 June 2022 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 Committee is not seeking to make any changes to the Policy at the AGM
in 2023.
A summary of the key features of the Policy is included below. The full Policy can be found on pages 71-80 of the 2021
Annual Report and is also available on the Group’s website at https://www.s4capital.com/investors. If there is any
discrepancy between the summary and the full Policy, the full Policy will prevail.
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 link Performance

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

Governance Report
Remuneration Report continued

Annual bonus The annual Following the end of each Maximum 100% of The targets against
scheme bonus scheme financial period, the basic salary. which annual
is intended Nomination and performance is
to reward Remuneration Committee judged are
Executive reviews actual determined annually
Directors performance against the by the Nomination
for their objectives set under the and Remuneration
achievements scheme and determines Committee. Annual
and the awards accordingly. performance is
performance Awards are normally paid assessed against a
of the in cash but the Nomination combination of
Group in the and Remuneration financial, operational
financial year. Committee has discretion strategic and
to determine if a proportion personal goals.
of 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 details see page 106.
payable at the normal
payment date for the
period of employment and
based on full-year
performance.
Incentive The Incentive The Nomination and In aggregate, for all holders of A compound annual
Share Shares and Remuneration Committee Incentive Shares and Options, growth rate of 6%
Scheme Options are reviews the development 15% of the growth in value of since the
intended to of the Group against the S4Capital 2 Limited, as foundational
motivate the terms of the scheme. described on page 110. investment into
Executive S4Capital 2 Limited,
Directors who as described on
are invited to page 110.
subscribe for
them to
contribute
towards the
long-term
development
of the Group.

0 1 2 3 4

Employee Motivate and Awards over shares which, For Executive Directors, In relation to awards
Share incentivise for Executive Directors, 200% of salary per annum. made to Executive
Ownership employees and vest subject to the Directors,
Plan Executive satisfaction of performance
This is the Directors to performance conditions. conditions will be
plan structure contribute to The vesting period will be linked to key
under which the long-term up to four years. strategic priorities or
the equity development of Awards can be structured other targets
awards to the the Group. as options (with or without identified at the time
CFO have As set out an exercise price) or of grant.
been granted. below, conditional share awards. Malus and clawback
Executive provisions apply to
Directors may these awards.
become eligible
to participate in
other long-term
incentive
arrangements if
deemed
appropriate.
Share Requires the Executive Directors are The minimum shareholding n/a
ownership Executive encouraged to build up which should be built up by an
guidelines Directors to and then subsequently Executive Director is a holding
hold a minimum hold a minimum level of equivalent in value to 200%
level of shares shareholding as soon as of their basic salary.
both during and reasonably practicable Executive Directors must also
after the period following appointment with maintain a shareholding for a
of their the expectation that this minimum period of two years
employment. will normally be within five following the cessation of their
years of appointment. employment of the lower of (1)
Executive Directors are the in-employment
also required to maintain shareholding requirement of
a minimum level of 200% of salary and (2) the
shareholding for a period individual’s actual shareholding
of two years following at the time of their departure.
the cessation of
their employment.
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 under the Employee Share Ownership Plan 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.

Governance Report
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), subject to extension.
Nomination and 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.
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.

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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 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)
Sir Martin Sorrell 28 September 20181 24 June 2018 122
Victor Knaap 4 December 2018 18 January 20213 124
Wesley ter Haar 4 December 2018 18 January 20213 124
Christopher S. Martin 24 December 2018 24 December 2018 At will2
Scott Spirit 18 July 2019 2 July 2019 12
Mary Basterfield 3 January 20225 14 November 2021 12
Notes:
1. Sir Martin has acted as a Director of S4Capital 2 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.
The equity incentives awarded to the CFO under the Employee Share Ownership Plan 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.

Governance Report
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.
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 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 which were ultimately approved at the AGM
in June 2022. The comments received were considered by the Committee and taken into account when finalising the
Policy. As explained on page 114 the Committee also considered the views of shareowners following the outcome of
the AGM.
Policy table for the Non-Executive Directors

Fees To attract and The fees of the Non-Executive Directors The maximum fees n/a
retain Non- are determined by the Board based upon payable are subject to an
Executive comparable market levels and time aggregate annual limit as
Directors with commitment. The Non-Executive Directors set out in the Articles of
adequate do not participate in any performance-related Association which is
experience and incentive arrangements, nor do they have currently £500,000.
knowledge. 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.
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.
The appointments of Rupert Faure Walker and Paul Roy are governed by their appointment letters with S4
Limited, which remained in place following the completion of the Company’s acquisition of S4Capital 2 Limited on
28 September 2018.
Notice period
Director Date of appointment Date of letter of appointment (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
Colin Day 2 August 2022 2 August 2022 3

0 1 2 3 4
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.
Annual Remuneration Report

The information provided in this Annual Remuneration Report is subject to audit where indicated. Details of the
Directors’ interests in the share capital of the Company are set out on page 109.
The remuneration of the Executive Directors for the year to 31 December 2022 is presented below with a comparison
for the year to 31 December 2021.
Executive Directors’ remuneration as a single figure (audited)

All taxable Annual Incentive Total fixed Total variable
Salary benefits1 bonus shares Pension Other Total Remuneration Remuneration
£000 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021
Sir Martin
Sorrell 250 100 84 73 100 – – – 75 30 – – 509 203 409 203 100 –
Victor
Knaap2 180 181 15 15 74 – – – 7 7 – – 276 203 202 203 74 –
Wesley
ter Haar2 180 181 15 15 74 – – – 7 7 – – 276 203 202 203 74 –
Peter
Rademaker2, 3 20 253 – – – – – – 1 12 – – 21 265 21 265 – –
Pete Kim4, 5 77 151 – 6 – – – – 2 5 – – 79 162 79 162 – –
Christopher
S. Martin4 168 151 – 16 69 – – – 5 5 – – 242 172 173 172 69 –
Scott Spirit6 319 292 21 19 133 – – – 32 29 – – 505 340 372 340 133 –
Mary
Basterfield7 370 – – – 148 – – – 15 – 180 – 713 – 385 – 328 –
Total 1,564 1,309 136 144 598 – – – 144 95 180 – 2,621 1,548 1,843 1,548 778 –
Notes:
1. Taxable benefits include amounts relating to health insurance.
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. Peter Rademaker stepped down as an Executive Director on 3 January 2022. As disclosed in last year’s Directors’ Remuneration Report, 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 fixed
pay, as disclosed in the table above. He served on the Board as a Non-Executive Director until 16 June 2022.
4. 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.
5. Pete Kim stepped down as an Executive Director on 16 June 2022. He received no payment for loss of office and remains employed by the Group.
6. 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.
7. Mary Basterfield was appointed to the Board on 3 January 2022. The amount disclosed under “Other” is the value at the end of the year of equity
awards granted during the year, for which performance was measured over the financial year ended 31 December 2022, and reflecting performance
achievement of 50%. £55,457 of the amount disclosed under “Other” is attributable to share price appreciation. None of the shares subject to this
award will vest until August 2026, being four years from the date of grant. Further details on this award and its value at the end of the year can be found
on page 107.

Governance Report
Salary (audited)
The annual salaries for the Executive Directors for 2022 were as follows:
Sir Martin Sorrell £250,000

Victor Knaap €210,000
Wesley ter Haar €210,000
Christopher S. Martin $207,360
Scott Spirit SG$540,000
Mary Basterfield £370,000
Pension (audited)
For 2022, 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. Mary Basterfield received a pension
contribution at a rate of 4% of basic salary, in line with the rate available to the wider UK workforce. Victor Knaap and
Wesley ter Haar received Dutch age-related pension contributions. Pension contributions were made to Pete Kim and
Christopher S. Martin via a US 401(k) plan.
Annual bonus scheme (audited)

The 2022 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 FY21 25.9%
EBITDA margin 35% 20% as percentage of gross profit 13.9%
For the 30% of the bonus subject to non-financial objectives, targets were set based on the ongoing integration of the
various businesses within S4Capital, diversity and inclusion and carbon emission reductions, as summarised below.
Weighting
Objective Targets (% of total bonus) Achievements Score
Integration • Unifying business processes to 15% • Whilst some 0%
improve efficiency and further improvements were
enhance the 'one S4Capital' made toward the
approach. integration goal,
• Identifying and managing the Committee
execution of opportunities concluded that
to integrate the S4 Group’s the progress made
physical presence. was not sufficient
hence the targets
• Working as an integrated were deemed as
team to identify and execute not met.
opportunities to grow the top line.
Diversity, Equity • Progress in achieving the Group’s 7.5% • Black 2.5%
and Inclusion Black representation goal representation in
of 13%. US has improved to
• Progress in achieving the women circa 6% in 2022.
in leadership goal of 50%. • Women in
leadership
increased to circa
40% in 2022.

0 1 2 3 4
Weighting
Objective Targets (% of total bonus) Achievements Score
Carbon emission • Set the Science-Based Emission 7.5% • Letter of 2.5%
reductions (ESG) Targets for the next 10 years. commitment
• As far as possible, to have submitted to SBTi.
achieved the annual emission
reduction target for FY22.
The Committee considered in detail the achievements against both the financial and non-financial targets as set out
above. On the financial measures, the Committee noted the gross profit target had been met but the level of EBITDA
margin recorded for the year was below the target set. As a result, half of the bonus for financial performance was
achieved (35% out of a maximum of 70%). On the non-financial measures, the Committee determined that the
DE&I and ESG elements had been partially met as, although some progress had been made, not all targets had been
met in full. As noted in the table above, the integration measure was scored at zero because although there was
some evidence of improvements during the year, the Committee and the wider Board felt that there was insufficient
overall progress in this area. A total of 5% (out of a maximum of 30%) was agreed for the non-financial measures.
This resulted in an overall bonus outturn of 40% of the maximum achievable.
As a result, bonuses were agreed for the Executive Directors as set out below. All bonuses were paid in cash.
Maximum Maximum Actual

bonus bonus Bonus bonus
entitlement payable achieved payable
(% of salary) 000 (% of max) 000
Sir Martin Sorrell 100% £250 40% £100
Victor Knaap 100% €210 40% €84
Wesley ter Haar 100% €210 40% €84
Christopher S. Martin 100% $207 40% $83
Scott Spirit 100% SG$540 40% SG$216
Mary Basterfield 100% £370 40% £148
Share award for the Group Chief Financial Officer (audited)

In accordance with the terms of her appointment and as described in last year’s report, Mary Basterfield will receive
four separate grants of equity over the first four years of her appointment. Each award will have a face value of
£500,000, being equivalent to approximately 135% of her basic salary for 2022.
The first award was granted during the year under review as a mix of market-priced options and conditional shares.
The use of market-priced options for half of the grant ensures a focus on share price growth as well as the performance
conditions attached to the award.
The award was granted with the following performance conditions to be met over the 2022 financial year.
Weighting
(% of total award) Targets Achievement
Gross profit (net revenue) 50% 25% growth on like-for-like basis vs FY21 25.9%
EBITDA margin 50% 20% as percentage of gross profit 13.9%
In light of the level of gross profit growth and EBITDA margin for the year, the Committee determined that the
conditions had been partially met, with the gross profit target being achieved but the Company not meeting the
EBITDA margin target. Accordingly, 50% of the award will lapse. The remaining 50% will vest in August 2026, being
four years after the grant date. There are no additional performance conditions which must be met prior to the vesting
date. In light of the extended vesting period, the Committee believes that this award is a genuine long-term incentive.
Mary’s entitlement to the award will lapse in the event of her being deemed a bad leaver prior to the vesting date.
The number of shares awarded and the number scheduled to vest following the assessment of the performance
condition is set out in the table on page 108.

Governance Report
Number of
shares/ No. of shares/ Value as
Date Face value options Exercise Vesting options at 31 Dec Vesting
Director of grant of award awarded1 price (£) proportion to vest 20223 date
Mary 2 Aug £250,000 165,618 1.5091 50% 82,809 £27,729 2 Aug
Basterfield 2022 share 2026
options
2 Aug £250,000 165,618 n/a2 50% 82,809 £152,729 2 Aug
2022 conditional 2026
shares
Notes:
1. The number of shares awarded and the exercise price for the share options was based on the 30-day volume weighted average price per share,
as calculated on the date of grant.
2. These awards were granted as conditional share awards and do not have an exercise price.
3. The value of the awards has been calculated based on a share price of £1.8443, being the average share price over the final three months of the
2022 financial year. Of the total value, £27,729 for the share options and £27,729 for the conditional shares is deemed attributable to share price
appreciation since the date of grant.
Non-Executive Directors’ remuneration as a single figure (audited)

Year to 31 Year to 31
December December
£000 2022 2021
Rupert Faure Walker1 43 45
Paul Roy 45 45
Sue Prevezer 38 38
Daniel Pinto 38 38
Elizabeth Buchanan 38 38
Naoko Okumoto 38 38
Margaret Ma Connolly 38 38
Miles Young 38 38
Peter Rademaker2 19 –
Colin Day3 19 –
Notes:
1. Rupert was due to receive fees of £45,000 for services during 2022, however due to an administrative error received the above disclosed amount.
The outstanding fees will be paid in 2023.
2. Appointed as a Non-Executive Director on 3 January 2022 and retired from the Board on 16 June 2022.
3. Appointed to the Board on 2 August 2022.
Payments for loss of office/Payments to past Directors (audited)

No payments for loss of office or payments to past Directors were made during 2022.
As disclosed in last year’s report, Peter Rademaker stepped down as an Executive Director 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 fixed pay. He remained on the Board as a Non-Executive Director until 16 June 2022.
Pete Kim stepped down as an Executive Director on 16 June 2022. He received no payments for loss of office and
remains employed by the Group.

0 1 2 3 4
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. As a result, the Executive Directors who previously held equity in MediaMonks or MightyHive
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 2 Limited.
The Directors’ Remuneration Policy approved at the AGM in 2022 formalised a minimum shareholding requirement for
Executive Directors to build and hold shares equivalent in value to 200% of their basic salary. This holding should be
built up as soon as reasonably practicable following appointment and with the expectation that this will normally be within
five years of appointment. The Policy also includes a requirement for Executive Directors to maintain a shareholding
for a minimum period of two years following the cessation of their employment of the lower of (1) the in-employment
shareholding requirement of 200% of salary and (2) the individual’s actual shareholding at the time of their departure.
Details of Directors’ interests in Ordinary Shares and Incentive Shares as at 31 December 2022 are set out in the
table below.
Unvested Share Shareholding
Interest in Awards Subject Interest Requirement Shareholding
Ordinary to Performance in Incentive (% of Basic Requirement
Shares Conditions Instruments Salary) Met?
Executive Directors
Sir Martin Sorrell1 54,229,594 – 4,000 200% Yes
Victor Knaap2 17,546,066 – – 200% Yes
Wesley ter Haar2 17,546,067 – – 200% Yes
Christopher S. Martin2 8,564,506 – – 200% Yes
Scott Spirit3 307,194 – 2,000 200% No
Mary Basterfield4 20,000 408,149 – 200% No
Pete Kim5 8,049,180 – – 200% Yes
Non-Executive Directors
Rupert Faure Walker 1,008,450 – – – –
Paul Roy 1,950,129 – – – –
Sue Prevezer 293,512 – – – –
Daniel Pinto6 13,572,769 – – – –
Elizabeth Buchanan 37,777 – – – –
Naoko Okumoto 25,396 – – – –
Margaret Ma Connolly 19,523 – – – –
Miles Young 50,000 – – – –
Peter Rademaker5 957,644
Colin Day 109,695 – – – –
Notes:
1. Sir Martin Sorrell holds 4,000 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 are held through certain family trust arrangements.
3. Scott Spirit has options to subscribe for a total of 2,666 A1 Incentive Shares (this includes the 2,000 Incentive Share Options disclosed in the table
above), as explained on page 110.
4. Mary Basterfield has a nil-cost option over 76,913 shares granted in December 2021 prior to her appointment as an Executive Director, as disclosed
in last year’s Directors’ Remuneration Report. This award vests two years after grant subject to continued employment and the satisfaction of
specific performance conditions. During the financial year under review, she was also granted an award over 331,236 shares as part of her ongoing
remuneration package, as explained further on page 107.
5. The shareholding shown is at the date they ceased to be a Director.
6. Shares acquired by Stanhope Entrepreneur Fund, a growth capital fund managed by Stanhope Capital, of which Daniel Pinto is Chief Executive.

Governance Report
There were no changes to Directors' interests during the period from 31 December 2022 to the date of this report.
The S4Capital 2 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) 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 (the S4Capital 2 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 Incentive Shares 29 May 2018
Scott Spirit1 2,000 A1 Incentive Share Option issued 27 January 2020 following
options 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%, being 1/3rd
of the total 15%) in the event of the issue of further Incentive Shares.
There were no new Scheme interests awarded under the S4Capital 2 Limited Scheme during the year ended
31 December 2022.
The Directors of S4Capital 2 Limited have the authority to issue a further 2,000 A1 Incentive Share options. The issue
of further Incentive Shares will not increase the aggregate entitlement of the holders of Incentive Shares above 15%
of the growth in value of S4Capital 2 Limited.
The Incentive Shares are subject to a number of conditions, as set out more fully below.
Terms of the S4Capital 2 Limited Scheme

The Incentive Shares entitle the holders, subject to certain performance criteria and leaver provisions, to up to 15%
of the growth in value of S4Capital 2 Limited from the plan’s inception provided that the growth condition (as described
below) has been met. The growth in value of S4Capital 2 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 to the Company’s shareowners prior to the date of calculation and then
deducting the net asset value the Company on a standalone basis, ignoring the investment in S4Capital 2 Limited and
its subsidiaries, and deducting the aggregate amount invested in the Company whether in cash or by issue of shares
in its acquisitions, mergers and combinations.
Provided that the growth condition has been satisfied, the Incentive Shares entitle the holders to their return upon
a sale or combination of S4Capital 2 Limited, its liquidation, the takeover or combination of the Company or, if none
of those events has occurred prior to 9 July 2023 (being the fifth anniversary of the combination with MediaMonks
by S4Capital 2 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 MediaMonks)
or such later date as the Company and each of the Incentive Share classes agree. If Sir Martin serves such a notice,
the growth in value of S4Capital 2 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, subject to extension.
The consideration payable if the Incentive Shares are triggered, save on a takeover, liquidation or combination of
S4Capital 2 Limited, will be satisfied by the issue of Ordinary Shares in S4Capital 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
The growth condition is the compound annual growth rate of the invested capital in S4Capital 2 Limited being equal to
or greater than 6% per annum since the foundational investment into S4Capital 2 Limited on 29 May 2018. The growth
condition takes into account the date and price at which shares in S4Capital 2 Limited have been issued, the date and

0 1 2 3 4
price of any subsequent share issues and the date and amount of any dividends paid, or capital returned by S4Capital
2 Limited to the Company. Any cash raised by the Company from time to time has been and will continue to be invested
in S4Capital 2 Limited so that the growth condition will apply to that capital also.
Additional 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 Ordinary
Shares of S4Capital plc in the following circumstances:
• a sale of all or a material part of the business of S4Capital 2 Limited;
• a sale of all of the issued S4Capital 2 Limited Ordinary Shares by the Company;
• a winding up of S4Capital 2 Limited occurring;
• a sale or change of control of S4Capital 2 Limited or the Company; or
• if later than 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.
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 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.
£
800
700
600
500
400
300
200
100
0
13 Sep 31 Dec 31 Dec 31 Dec 31 Dec 31 Dec
2018 2018 2019 2020 2021 2022
S4Capital plc FTSE 350 Media Accenture Globant

Global advertising and marketing services companies Interpublic & Omnicom (weighted) WPP, Publicis & Dentsu (weighted)

Governance Report
The table below sets out the performance of an investment of £100 made in the Group on 29 May 2018, which was the
date of the foundational investment into S4Capital 2 Limited, through the dates of the Group’s placings and business
combinations and up to the end of the year to 31 December 2022. This has been compared against the performance
of an equivalent investment made on 29 May 2018 in the same comparators used in the chart on the previous page.
29 May 09 July 24 Dec 31 Dec 25 Oct 31 Dec 16 July 31 Dec 31 Dec 31 Dec
2018 2018 2018 2018 2019 2019 2020 2020 2021 2022
S4Capital plc 100 116 128 138 165 224 366 581 737 220
FTSE 350 Media 100 105 96 97 114 120 94 107 133 127
Global advertising and 100 104 91 94 94 98 72 85 123 134
marketing services
companies
Interpublic & Omnicom 100 108 101 107 115 118 92 103 153 172
(weighted)
WPP, Publicis & Dentsu 100 102 85 87 80 84 56 73 102 102
(weighted)
Accenture 100 108 92 97 126 140 155 172 278 204
Globant 100 111 108 115 179 208 327 413 602 363
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 Year to

31 December 31 December 31 December 31 December 31 December
2018 2019 2020 2021 2022
Executive Chairman single figure of remuneration (£000) 140 272 218 203 509
Annual bonus payout (% of maximum) 100% 85% 75% 0% 40%
Share award vesting (% of maximum) n/a n/a n/a n/a n/a

0 1 2 3 4
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 three 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 105 and the
corresponding tables from previous Directors’ Remuneration Reports.
2022 vs 2021 2021 vs 2020 2020 vs 2019

Salary/ Salary/ Salary/
Fees Benefits Bonus Fees Benefits Bonus Fees Benefits Bonus
Executive Directors
Sir Martin Sorrell 150% 14% 100% 33% 62% -100% -25% -21% -12%
Victor Knaap -1% -0.5% 100% 95% 88% -100% -48% 100% -16%
Wesley ter Haar -1% -0.5% 100% 95% 88% -100% -48% 100% -16%
Peter Rademaker1 – – – 29% – -100% -22% – -8%
Pete Kim 11% -98% – 278% 100% – -75% -100% –
Christopher S. Martin 11% -99% 100% 51% 1,500% – -36% -96% –
Scott Spirit1 9% 9% 100% 28% -5% -100% – – –
Mary Basterfield1 – – – – – – – – –
Rupert Faure Walker -4% – – 32% – – 35% – –
Paul Roy 0% – – 32% – – 35% – –
Sue Prevezer 0% – – 36% – – 13% – –
Daniel Pinto 0% – – 36% – – 13% – –
Elizabeth Buchanan1 0% – – 36% – – – – –
Naoko Okumoto1 0% – – 36% – – – – –
Margaret Ma Connolly1 0% – – 36% – – – – –
Miles Young1 0% – – – – – – – –
Peter Rademaker1 – – – – – – – – –
Colin Day1 – – – – – – – – –
All UK Group employees2 4% 3% -68% -6% -6% -67% 3% -16% 11%
Notes:
1. Percentage change not shown for these Directors in certain periods as they had part-year service for one of the comparative periods.
2. Included to provide a more representative sample of the wider employee base in the UK.
Pay ratio
The table below reports the pay ratio for the year ended 2022 and has been calculated using the method known
as 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.
Year Method 25th percentile pay ratio Median pay ratio 75th percentile pay ratio
20221 Option A 12.1 8.5 6.2
Total pay and benefits £000 42 60 82
Salary £000 40 56 79
20211 Option A 5.0 3.6 2.6
20201 Option A 5.3 3.7 2.8
20191 Option A 6.8 5.8 4.1
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.
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 2022, as disclosed in the table above, is reflective of the current
pay policies across the UK employee base at this stage, and is consistent with the wider pay, reward and progression
policies affecting UK employees. Employees’ pay packages are designed to be competitive and to ensure that
performance as a whole is rewarded through appropriate incentive schemes. As illustrated in the table above,

Governance Report
the 2022 pay ratio is higher than that for 2021 and for earlier years. This reflects a higher single figure for the
Executive Chairman, resulting from the basic salary increase he received for 2022 (as explained in last year’s Directors’
Remuneration Report) and a higher annual bonus payment for 2022 when compared to prior years.
S4Capital is a global business with approximately 8,900 employees in 32 countries. As the Group has grown through
a process of acquisition and combination, multiple different compensation arrangements have been inherited.
During 2022, considerable progress was made in simplifying, integrating and harmonising these arrangements such
that there is now greater consistency across the global employee base. A number of principles were agreed for making
equity awards to key talent across the Group, and we will focus attention in 2023 on rolling out those principles
and similar changes to annual bonus arrangements. During the year, the Nomination and Remuneration Committee
reviewed workforce remuneration and related policies and the relationship between the Directors’ Remuneration
Policy and the arrangements in place for the wider workforce. The Committee is satisfied that the remuneration for
the Executive Directors is appropriate in this context. For example, there is now a greater level of consistency between
annual bonus arrangements for the Directors and those for the wider workforce.
In early 2023, the Chair of the Nomination and Remuneration Committee met with a number of employees to discuss
matters relating to compensation and to explain how executive remuneration aligns with wider Group pay policies.
Various topics were discussed, including the role of the Committee in determining the remuneration of the Executive
Directors and pay arrangements across the Company more broadly.
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 2022 December 2021 % change
Average number of employees 8,772 5,794 51.4%
Total personnel costs (£000) 682,072 412,537 65.3%
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 and (2) the
Directors’ Remuneration Policy resolution presented for shareowner approval at the AGM held on 16 June 2022.
Votes for Votes against Total votes cast Votes withheld

Approve the Directors’ Remuneration Report 193,958,372 40,656,046 234,614,418 27,535,964
82.67% 17.33%
Approve the Directors’ Remuneration Policy 162,386,097 70,564,359 232,950,456 29,199,926
69.71% 30.29%
The Committee notes that the resolution to approve the Directors’ Remuneration Policy received a vote in favour of less
than 80%. In advance of the 2022 AGM, the Committee undertook a thorough review of the Remuneration Policy and
consulted with major shareowners on the key features of the new Policy. The Committee was pleased that, although
some issues were raised, the overall feedback on the Company’s approach was positive. Following the AGM vote,
the Committee reviewed comments from those shareowners which had voted against the Policy and also considered
the views of the proxy advisory bodies. A number of points were raised, including in relation to the structure of the
Incentive Share scheme.

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In accordance with the UK Corporate Governance Code, the Chair of the Committee wrote to those major shareowners
which had voted against the Policy, inviting them to re-engage and share their views on the Policy. This process did
not raise additional feedback. As required by the Code, an update statement summarising the views received from
shareowners was published on the Group’s website in December 2022. Since then, additional feedback on the
Policy has been received from one shareowner which was similar to comments raised by others. The Committee
has continued to reflect on and consider shareowner views when considering the implementation of the Policy in
early 2023.
Nomination and Remuneration Committee membership and meetings

The Committee is comprised solely of independent Non-Executive Directors with a wide range of experience.
Biographical details of the Committee Chair and members can be found on pages 74-77. The Committee met 6 times
during the year, meeting attendance of the Committee members can be found on page 81. Additional attendees at
Committee meetings may include the Executive Chairman, Group CFO, SVP, Group Finance, Company Secretary and
Deputy Company Secretary. No individual participates in decisions regarding his or her own remuneration.
The Board is satisfied that the Committee has the resources and expertise to fulfil its responsibilities and the
Committee is authorised to seek external legal or independent advice as it sees fit.
The Terms of Reference for the Committee were approved in October 2022 and going forward will be subject to an
annual review to ensure they remain fit for purpose. A copy of the Committee’s Terms of Reference can be found on the
Company’s website.
External Advisers
Korn Ferry are the Committee's remuneration advisers and were appointed by the Committee in 2019. They provide
independent commentary and advice, together with updates on legislative requirements, best practice and market
practice to assist with its decision making. The fees paid to Korn Ferry in respect of work carried out for the Committee
totalled £74,691. The Committee undertakes due diligence to ensure that the remuneration advisers remain
independent of the Group and that the advice provided is impartial and objective. Korn Ferry report directly to the
Committee and 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 2022.
Implementation of Remuneration Policy for 2023

The Directors’ Remuneration Policy approved at the AGM in 2022 will continue to operate for the year ending
31 December 2023. The Nomination and Remuneration Committee intends to implement the Policy as follows.
Basic salary
As at the date of this report, the Committee has not yet finalised a decision on any salary increases to apply to the
Executive Directors for 2023. Any increases, if agreed, will be effective no earlier than 1 April 2023 and, among other
things, will take into account changes to Board roles and responsibilities as well as salary increases for the wider
workforce. Full disclosure of any changes to Directors’ salaries will be provided in next year’s Directors’ Remuneration
Report at the latest.
Pension and benefits

The pensions of Sir Martin Sorrell and Scott Spirit reduced to 4% of basic salary with effect from 1 January 2023,
as disclosed last year and in line with the Directors’ Remuneration Policy. The same rate will continue to apply to
Mary Basterfield.
Wesley ter Haar and Victor Knaap will continue to receive Dutch age-related pension contributions for 2022.
Christopher S. Martin will continue to receive pension contributions via a US 401(k) plan.
Benefits provided will be similar to those provided in 2022.

Governance Report
Annual bonus
The Committee has decided that the annual bonus scheme for 2023 will operate in a broadly similar manner to that
in place for 2022. 70% of the bonus will again be payable by reference to performance measured against financial
metrics, including net revenue growth and EBITDA margin. A third financial metric of EBITDA to cash conversion
has been introduced, reflecting the increased internal focus on this measure. The remaining 30% will be payable by
reference to key non-financial objectives, including ESG and DE&I performance, and measures linked to the ongoing
integration of the various businesses within S4Capital. The targets are currently considered commercially confidential
but full details will be disclosed in next year's Remuneration Report after the end of the performance period.
The maximum bonus opportunity for 2023 will remain at 100% of basic salary for all Executive Directors, in line with
the limit in the Directors’ Remuneration Policy and the practice in previous years.
The bonus scheme includes the discretion to adjust formulaic outcomes as well as recovery and withholding provisions,
as summarised in the Directors’ Remuneration Policy.
Share incentives
In line with the terms of her appointment, and as explained in last year’s report, Mary Basterfield will receive a further
award of shares in 2023 with a face value at grant of £500,000. This award will be subject to the satisfaction of
performance targets based on key financial measures over the financial year ending 31 December 2023. The precise
performance targets are considered commercially confidential and will be disclosed in next year’s Directors’
Remuneration Report. To the extent that the performance targets are satisfied, the award will vest in 2026, three years
after grant. The award will be split equally between market-priced options and conditional shares.
Under the Directors' Remuneration Policy, the Remuneration Committee has the discretion to adjust the formulaic
outcome of the bonus scheme if deemed appropriate. The scheme also includes recovery and withholding provisions.
The Committee is keeping under review the matter of whether any share incentives should be granted to other
Executive Directors, although at the time of writing no formal decision has been made on this matter. Any awards,
if made, will be consistent with the terms of the Directors' Remuneration Policy and full details will be provided in next
year's Directors' Remuneration Report at the latest.
The Non-Executive Directors 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 will remain unchanged for 2023.

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Directors’ Report
S4Capital plc is incorporated and domiciled in the UK and is registered in England and Wales 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 Director’s 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 10-28 and 65-70 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 172 (page 66). The other sections of the Group’s Governance Report are also included by reference into this
report. The industry outlook set out on pages 30-36 outlines an indication of future developments and is included by
reference into this report.
Directors and their interests

Biographies of the Directors currently serving on the Board are set out on pages 74-77. As set out in the Notice of
Meeting, all the Directors will retire at this year’s Annual General Meeting (AGM) and will submit themselves for election
and re-election by shareowners. All Directors seeking appointment and reappointment were subject to a formal and
rigorous performance evaluation, further details of which can be found on pages 85-86. Details of Directors’ service
contracts are set out in the Directors’ Remuneration Report on page 99. The interests of the Directors in the shares
of the Company are also shown on page 109 of that report.
Other than the Incentive Shares held by Sir Martin Sorrell and the options over Incentives Shares held by Scott Spirit as
disclosed on page 110, no Directors have beneficial interests in the shares of any subsidiary company.
Dividend
No dividend was declared or paid in respect of the year to 31 December 2022 and the Directors are not recommending
that a final dividend be paid (2021: £nil).
Capital structure
As at 12 April 2023, the Company’s issued share capital comprised of 574,327,690 Ordinary Shares of £0.25 each
and one B Share of £1.00. The Company was authorised at the 2022 AGM to allot up to 185,361,822 ordinary shares
as permitted by the Act. A renewal of a similar authority will be proposed at the 2023 AGM. The Company’s issued
share capital as at 31 December 2022, together with details of shares issued during the year, is set out in note 21 to the
Financial Statements on page 179.
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.
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, the 2018 UK Corporate Governance Code, the Companies Act 2006 and related legislation. The powers
of Directors are described in the Articles, which can be found on our website.
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. 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.

Governance Report
Directors’ Report continued
Articles of Association
The Company’s Articles were adopted at the 2022 Annual General Meeting (AGM) and may only be amended
by a special resolution of the shareowners. The Articles can be found on our website with www.s4capital.com.
Authority to purchase shares

The Company was given authority at its AGM in 2022 to make market purchases of Ordinary Shares up to a maximum
number of 55,546,452 Ordinary Shares. During the year, no Ordinary Shares have been repurchased. The Directors
propose to renew these authorities at the 2023 AGM for a further year. The Directors believe that it is desirable to
have the general authority to buy back the Company’s Ordinary Shares in order to provide maximum flexibility in the
management of the Group’s capital resources. However, the authority would only be used if the Board was satisfied
at the time that to do so would be in the best interests of shareowners.
Insurance and indemnities

The Company maintains Directors’ and Officers’ liability insurance in respect of legal action that might be brought
against its Directors and Officers. As permitted by the Company’s Articles of Association (the ‘Articles’), and to the
extent permitted by law, the Company indemnifies each of its Directors and other Officers of the Group against certain
liabilities that may be incurred as a result of their positions with the Group. The indemnities were in force throughout
the tenure of each Director during the last financial year and are currently in force.
Substantial shareholders
As at 12 April 2023, the Company has received notification of the following interest in voting rights pursuant to the
Disclosure Guidance and Transparency Rules:
Number of Shares % shareholding

Sir Martin Sorrell1 54,229,594 9.442
Oro en Fools B.V. 35,092,132 6.110
Note:
1. In addition, Sir Martin Sorrell has, in aggregate, donated 3,910,000 Ordinary Shares to the UBS Donor Advised Foundation.
Employees
The Board recognises the importance of attracting, developing and retaining the best people. In accordance with
best practice, we have employment policies in place which provide equal opportunities for all employees, irrespective
of age, sex, race, colour, disability, sexual orientation, religious beliefs, socio-economic background education and
professional backgrounds or marital status. The Group also complies with all applicable national and international
human and labour rights within the locations in which it operates. Further information on the Board’s methods for
engaging with the workforce is on page 87.
Significant agreements
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.
Political donations
The Group’s policy prohibits any donations being made for or on behalf of the Group for political purposes, accordingly,
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.

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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.
The Directors who held office at the date of approval of this Directors’ report confirm that, so far as they are each
aware, there is no relevant audit information of which the Company’s Auditor is unaware and that each Director
has taken all the steps that they ought to have taken as a Director to make themselves aware of any relevant audit
information and ensure that the Auditor is aware of such information.
This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies
Act 2006.
Post balance sheet events

There were no material post balance sheet events, that require adjustment or disclosure, occurring between the
reporting period and the 12 April 2023.
Annual General Meeting

The AGM of the Company will be held at 1.00 pm on 9 June 2023 at 14 Hewett Street, London EC2A 3NP.
For participation details please refer to the Notice of AGM which is available on our website www.s4capital.com.
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.

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.
On behalf of the Board:

13 April 2023 13 April 2023

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4 Financial statements
122
134
Independent Auditors’ Report
206 Shareowner information
At the bottom line, it’s about finding more

effective and productive ways to work now.
Like embedding teams, automating services,
improving the accuracy and visibility of data
and consolidating content creation at scale.

Independent auditors’ report to

the members of S4Capital plc
Report on the audit of the financial statements

Opinion
In our opinion:
• S4Capital 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 2022 and of the Group’s and
Company’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, including 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 2022 (the “Annual
Report”), which comprise: the Consolidated and Company balance sheets as at 31 December 2022; 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 6, we have provided no non-audit services to the Company or its controlled
undertakings in the period under audit.
Our audit approach
Context
S4Capital 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. The Group has continued
on a strategy of rapid growth including a number of acquisitions as disclosed within Note 4 of the Annual Report
and Accounts. 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.
Overview
Audit scope
• Our audit included full scope audits, audits of specific account balances or specified procedures at each of the
Group’s 27 in-scope components,
• Taken together, the components at which audit work and specified procedures were performed accounted for 76%
of the Group’s consolidated revenue.

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Key audit matters

• Purchase price allocation and acquisition accounting for significant acquisitions (Group)
• Accuracy of revenue recognition on fixed fee contracts within the Content practice (Group)
• Impairment of intangible assets (Group)
• Contingent consideration (Group)
• Carrying value of investments (Company)
Materiality
• Overall Group materiality: £10 million (2021: £6.8 million) based on approximately 1% of revenue.
• Overall Company materiality: £10.5 million (2021: £9 million) based on approximately 1% of total assets.
• Performance materiality: £5 million (2021: £5.1 million) (Group) and £5.25 million (2021: £6.8 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 organised into three reportable segments – Content, Data&Digital Media ‘DDM’
and Technology Services. Each segment is further divided into 132 legal entities with 24 legal entities considered as
Group holding companies outside of a reportable segment.
We scoped in 11 components (defined as an entity or a homogenous Group of entities depending on specific
circumstances) requiring an audit of their complete financial information, of which 2 were considered to be financially
significant components as their individual revenues contributed in excess of 10% of Group revenue. Of the 2, one was
audited by PwC US and one by the Group engagement team.
In addition, 16 components were scoped in for the audit of significant account balances and transactions to obtain
appropriate coverage of all material balances.
The reporting components vary in size and we identified 8 components of which required full scope audits by PwC
component auditors in the US. Additional specified procedures audits were performed by PwC component auditors
in the US, Argentina, Columbia, Brazil and Mexico. The reporting from our overseas component auditors represented
43% of the Group’s consolidated revenue. The Group engagement team also conducted specified procedures audits
over 8 components.
In addition, centralised procedures were performed at the Group level which included the audit of the consolidation,
goodwill, acquisitions, cash and cash equivalents, share-based payments and taxes.
The Group has grown considerably from acquisition and now stands at 132 legal entities with over 450 separate bank
accounts and during the course of the year, the Group created a centralised treasury function.
Given the volume of bank accounts, the integration of these into a Group treasury function remains a work in progress.
In response we scoped in all bank accounts for bank confirmation or alternative procedures where bank confirmations
could not be obtained. Our component teams and the Group engagement team sent bank confirmations for all bank
account cash balances, with alternative procedures performed for the unconfirmed cash balances of £60,000,
relating to 16 accounts. Procedures include observing management logging in to online banking portals to view year
end balances, obtaining year-end bank statements from management, and agreeing accounts back to due diligence
reports and acquisition completion statements to verify existence and the rights of ownership over each bank account.
Taken together, the components where we performed our audit work and specified procedures accounted for 76% of
Group’s consolidated revenue.


the members of S4Capital plc continued
Key audit matters

Key audit matters are those matters that, in the auditors’ professional judgement, 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.
The impairment of intangible assets and contingent consideration are new key audit matters this year.
Loan refinancing and the existence of bank and cash of which were key audit matters last year, are no longer
included because both key audit matters were specific to the preceding period. Otherwise, the key audit
matters below are consistent with last year.
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 each
for significant acquisitions (Group) acquisition in the period and read them to ensure that we understood
During the year the Group acquired TheoremOne, 4 Mile the substance of the transaction, including the consideration and
and XX Artists for a total consideration of £143.0 million. the assets and liabilities acquired. We tested cash consideration to
bank statements and checked that any deferred and/or contingent
Management have undertaken a purchase price allocation consideration had been correctly recognised in line with the
exercise identifying and recognising intangible assets with acquisition agreements.
finite useful lives amounting to £115.6 million comprising
customer relationships of £104.2 million, brand names of We reviewed the purchase price allocation reports provided by
£3.2 million, order backlog of £7.8 million and software of management’s expert and considered the expert’s ability to prepare
£325,000. an analysis to reasonably estimate the value of the acquired intangible
assets. We assessed the completeness of the intangible assets
The Group also finalised the purchase price allocation of recognised by management and the valuation methodologies used,
Cashmere, Maverick, Zemoga and Racoon. to consider if these were appropriate methods of valuation for these
Management utilised an expert in the identification and types of assets. We utilised our valuations experts in performing
valuation of the intangible assets. the audit of purchase price allocation and acquisition accounting,
Accounting for business combinations can be complex, including the assessment of the valuation methodologies and
particularly in relation to the identification of intangible assets assumptions applied by management and their expert.
and accounting for deferred and/or contingent consideration. We recalculated the 2022 and prior year restated amounts as a result
We focused on the judgements management made in these of the finalisation of prior year acquisition accounting in accordance
respects, particularly in relation to the identification and with IFRS 3 Business Combinations included within the financial
valuation of intangible assets and the critical estimates that statements. We tested the accuracy and completeness of the models
could lead to a material misstatement of intangible assets. used for calculating the separately identified intangible assets by
Refer to the accounting policies section within the financial checking for consistency and comparing them to models used on
statements for disclosure of the related accounting policies, prior acquisitions within the Group and to those typically used in the
judgements and estimates and Note 4 within the consolidated industry. We challenged management in particular on the recognition
financial statements. 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 calculation or estimate of contingent consideration
payable based on the performance profit targets being met.
Based on our procedures, we are satisfied that the key assumptions
and calculations used by management were supportable
and appropriate.

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Accuracy of revenue recognition on fixed fee contracts within Our audit procedures to address the significant risk and key audit
the Content practice (Group) matter in relation to the accuracy of revenue recognition of fixed fee
The Group recognises revenue when a performance obligation contracts included the following;
is satisfied, in accordance with the terms of its contractual • We assessed the systems and controls in operation in the year as
arrangements. Typically, performance obligations are satisfied they pertained to revenue;
over time as services are rendered. Revenue recognised over • We assessed the accounting policy and approach to recognising
time is based on the proportion of the services performed revenue to ensure it was consistent with the principles of IFRS
using a number of methods to measure transfer of value to 15 ‘Revenue from contracts with customers’ and in particular the
customers for each performance obligation. correct application of IFRS 15 with regards to recognising revenue
over time;
Assessing the timing of revenue recognised on fixed fee
contracts at the year-end is an area of complexity and • We evaluated the accuracy of management’s previous forecasts
judgement is required in identifying performance obligations, of effort to complete projects by performing retrospective reviews
of such estimates as compared to actual results for performance
whether the revenue should be recognised over time or
obligations that have been fulfilled.
at a point in time and assessing the stage of delivery of
performance obligations on open contracts where revenue is • We selected a sample of contracts with customers and performed
recognised over time. the following audit procedures;
Given the complexity in estimation and judgement involved, • recalculated revenue recognised based on the percentage
of completion by obtaining schedules of estimated effort
the timing of revenue recognition and the accuracy of project
to complete from project managers and challenging the
revenue within the financial statements is subject to both risk key underlying assumptions to test their completeness
of error and fraud as there is an incentive for management to and accuracy;
manipulate the results by allocating revenues attributable to
• we assessed contractual terms and assessed each of these
future periods into 2022 in order to achieve targets.
terms (e.g acceptance criteria, delivery and payment terms)
We identified the revenue recognition for open contracts at to ensure that the application of these terms were applied
31 December 2022 within the Content practice accounted correctly within each project;
for on a percentage of completion basis as a key audit matter • evaluated whether the contracts were properly included in
because of the management judgement required to estimate management’s calculation of revenue recognised over time
the proportion of the service performed and therefore the based on the terms and conditions of each contract and
revenue to be recognised on these contracts at year end. confirmed contract values by verifying the values against
signed agreements and any contract amendments;
Auditing these estimates requires extensive audit effort and
a high degree of judgement given the bespoke nature of each • tested the completeness and accuracy of costs incurred to date
contract and the variety of evidence needing to be assessed in and we assessed the accounting for cost of sales in respect of
order to support the percentage of completion determined. the contracts subject to testing;
Refer to the accounting policies section within the financial • evaluated the reasonableness and consistency of the methods
and assumptions used by management to develop the estimate
statements for disclosure of the related accounting policies,
with respect to the effort to complete;
judgements and estimates and Note 5 within the consolidated
financial statements. • considered whether there was any evidence which contradicted
management’s assumptions regarding the percentage of
completion and the estimated effort to complete; and
• recalculated deferred and accrued income balances based on
the contract terms, costs incurred to date and remaining effort
estimates to conclude on the appropriateness of the revenue
recognised at year end.
Based upon the procedures performed, we concluded that
management’s judgements in respect of the application of IFRS
15 and the estimation of revenue recognition on open contracts
was reasonable.


Impairment of intangible assets (Group) With respect to goodwill, our audit procedures focused on
At 31 December 2022, the Group had intangible assets challenging and evaluating the discount rates, short-term forecasts
totalling £1.18 billion (2021: £981 million) which includes and long-term growth rates used in the respective discounted cash
goodwill £735 million (2021: £625 million), customer flow models to determine the recoverable amount of each CGU and
relationships totalling £430 million (2021: £331 million) included the following audit procedures:
and brand names totalling £13.5 million (2021: £15 million). • assessed the appropriateness of management’s identification of
All of these asset categories require review for indicators of the Group’s CGUs;
impairment annually with goodwill needing to be tested for • verified the integrity of the formulae and the mathematical
impairment at least on an annual basis in accordance with accuracy of management’s valuation models;
IAS 36. • evaluated and assessed the reasonableness of the Group’s
The determination of whether an impairment exists can be future cash flow forecasts, and the process by which they were
judgemental. Management must determine the recoverable prepared, confirming that they were the forecasts approved
amount when impairment indicators are identified. by the board of directors, assessing the reasonableness of the
budget, including the revenue, costs and margins included in
The determination of recoverable amount, being the higher those budgets based on our understanding of the Group and its
of value-in-use (“VIU”) and fair value less costs of disposal past performance;
(“FVLCD”), requires judgement and estimation on the part • evaluated management’s ability to accurately forecast future
of management in identifying and then determining the revenues and growth rates by comparing actual results to
recoverable amounts for the relevant cash generating units management’s historical forecasts;
(“CGUs”). Recoverable amounts are based on management’s
• with the assistance of our valuations specialists, we assessed
view of key assumptions which include;
the discount rate used in the model and whether it fell within a
• Reported revenue growth rates for 2023 of between 14.5% reasonable range taking into consideration both internal and
to 57.6% per annum which includes the full year benefit of external market data. Our assessment of discount rates took
acquisitions made in 2022; into consideration Country specific risks and ensured that this
• Forecast cash flows for the next five years; had been appropriately included within the underlying cash
flow models;
• A long-term (terminal) growth rate applied beyond the end
of the five year forecast period; and • assessed whether the assumptions had been determined and
applied on a consistent basis, where relevant, across the Group;
• Discount rates applied to the model of between 11.2% and and
11.9%.
• evaluated the Group’s disclosures on intangible assets and
Management considers there to be 3 CGUs in respect of goodwill against the requirements of UK-adopted international
goodwill within S4Capital plc, we have therefore assessed accounting standards.
each CGU separately and 4 Mile to assess the future cash For all material finite-lived intangible assets, we undertook
flows of the relevant entities which represent the CGU’s. the following to test management’s assessment for indicators
Refer to the accounting policies section within the financial of impairment:
statements for disclosure of the related accounting policies, • evaluated and challenged management’s assessment in respect
judgements and estimates and Note 10 for detailed goodwill of impairment indicators and ensured they were appropriately
disclosures and Note 11 for detailed intangible asset considered in management’s impairment trigger assessment and
disclosures within the consolidated financial statements. conclusion; and
• for a selection of intangible assets revisited original calculations
of value and challenged management if the asset was still in
existence and use.
Other than the impairment charge recognised in respect of 4 Mile
intangible assets (see Note 10 and 11), based on our procedures, we
are satisfied that there is no further impairment to intangible assets
(including goodwill) and that management’s impairment assessment
of intangible assets is appropriate.

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Contingent consideration (Group) Our audit procedures to address the significant risk and key
The Group holds material balances relating to contingent audit matter in relation to the contingent consideration included
consideration and holdback liabilities totalling £193.7 million. the following;
(2021: £86.4 million). • obtained a movement schedule and agreed the opening balances to
the closing balances in the prior year including the classification as
The judgements taken over whether the contingent consideration or remuneration and ensured the accounting
consideration continues to be payable represents a significant treatment is appropriate. For current year acquisitions we have
risk. Given the significant growth achieved as a result of a agreed the additions to our acquisition work;
number of material acquisitions, the Group continues to hold
• obtained formal signed certificates for a sample of settlements in
a large number of contingent consideration balances each the year detailing the final agreed settlement. We have also
of which have the potential to include a number of future obtained bank statements for settlements made in cash and share
targets which could be complex in nature and judgemental in issue documentation for settlement in shares (or support for the
determining whether the amounts are payable. deferral of the share awards). For settlements in shares we have
Refer to the accounting policies section within the financial also agreed the share price used in the fair value assessment
to the closing share price on the day of the effective issue/
statements for disclosure of the related accounting policies,
agreement to defer;
judgements and estimates, Note 4 and Note 20 within the
consolidated financial statements. • agreed the key terms of the consideration to the signed share
purchase agreement including the value, performance targets and
performance periods for a sample of year end liabilities;
• obtained management’s calculation of the closing liability and
checked the mathematical accuracy and integrity, including
alignment with the terms of the SPA;
• agreed the calculated actual achievement of targets to
management information, reconciled this to the year end
consolidation and assessed the calculation for completeness
of adjustments;
• performed sensitivity analysis to identify the impact on the liability of
changes in the performance of the acquisitions; and
• audited the disclosures for completeness and accuracy.
Based upon the procedures performed, we concluded that
management’s judgements in respect of contingent consideration
and holdback liabilities were reasonable.
Carrying value of investments (Company) In respect of investments in subsidiaries in the Company, we

At 31 December 2022, the Company held investments in undertook the following to test management’s assessment for
subsidiaries amounting to £1.05 billion (2021: £905 million). indicators of impairment:
Investments in subsidiaries are accounted for at historical cost • evaluated and challenged management’s assessment and
less accumulated impairment. judgements, including ensuring that consideration had been
given to the results of the Group’s impairment assessment (see
Judgement is required to assess if impairment triggers exist impairment of intangible assets KAM above);
and where triggers are identified, if the investment carrying
• traced additions in the year to underlying legal agreements
value is supported by the recoverable amount. In assessing
where applicable;
impairment triggers, management considers if the underlying
net assets of the investment support the carrying amount and • verified the mathematical accuracy of management’s assessment
whether other facts and circumstances would be indicative of and that the net assets of the subsidiaries being assessed agreed
a trigger. to the respective subsidiary balance sheet at 31 December 2022;
• independently performed an assessment of other internal and
Based on management’s assessment, no indicators of
external impairment triggers, including considering the market
impairment in respect of the carrying value of investments capitalisation of the Group with reference to the carrying value of
in subsidiaries were identified at the balance sheet date. the investments in subsidiaries in the Company to identify other
Refer to Note 1 of the Company’s financial statements. possible indicators of impairment.
Based on our procedures, we are satisfied that management’s
impairment assessment is appropriate and there are no indicators
of impairment in respect of the carrying value of the Company’s
investments in subsidiaries as at 31 December 2022.


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 referred to above, the Group is organised into three reportable segments - Content, Data&Digtial Media ‘DDM’ and
Technology Services. Each segment is further divided into 132 legal entities with 24 legal entities considered as Group
holding companies outside of a reportable segment.
The Group’s accounting processes for its operations are structured around a local finance function at each component,
which are supported by the practice finance team and the Group’s central functions in both the United Kingdom and
the Netherlands. Each component reports to the Group through an integrated consolidation system.
Based on our risk and materiality assessments, we determined which components required an audit of their
complete financial information having consideration to the significance of each component to the Group taking into
consideration the Group’s significant inherent risks and the overall coverage achieved over each material financial
statement line item within the financial statements.
We scoped in 11 components requiring an audit of their complete financial information, of which 2 were considered to
be financially significant components. Of the 2, one was audited by PwC US and one by the Group engagement team.
In addition, 16 components were scoped in for the audit of significant account balances and transactions to obtain
appropriate coverage of all material balances.
Taken together, the components where we performed our audit and specified procedures work accounted for 76% of
the Group’s consolidated revenue.
The Group engagement team were significantly involved at all stages of the component audits by virtue of numerous
communications throughout, including the issuance of detailed audit instructions and review and discussions of the
audit approach and findings, in particular over our areas of focus. The Group audit team met with local management
and the component audit teams and attended their clearance meetings.
In addition, we reviewed the component team reporting results and their supporting working papers, which together
with the additional procedures performed at Group level, gave us the evidence required for our opinion on the financial
statements as a whole. Our audit procedures at the Group level included the audit of the consolidation, goodwill,
acquisitions, cash and cash equivalents, share-based payments and taxes.
The financial statements of the Company are prepared using the same accounting processes and controls as the
Group’s central functions and were audited by the Group audit team.
The impact of climate risk on our audit
As part of our audit procedures, we have considered the potential impact of climate change on the Group’s operations
and its financial statements.
The Group continues to develop its assessment of the potential impacts of climate change as explained in the ESG
report on pages 37 to 64.
As a part of our audit, we obtained management’s climate related risk assessment and held a number of discussions
with management to understand their process of identifying climate related risks, the determination of mitigating
actions and the impact on the Group’s financial statements. As a result of our procedures we concluded that the key
areas in the financial statements which are more likely to be materially impacted by climate change are those areas
that are based on future cash flows. As such, we particularly considered how the commitments made by the Group
would impact the assumptions made in the forecasts prepared by management that are used in the Group’s impairment
assessment, for assessing both the recoverability of goodwill and the investments held by the Company.
Our procedures were performed with the involvement of our Environmental, Social and Governance specialists and
included reading the disclosures in relation to climate change within the Annual Report and considered its consistency
with the financial statements and our knowledge from the audit. We did not identify any material impact on our key
audit matters or the wider audit for the year ended 31 December 2022.

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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 judgement, we determined materiality for the financial statements as a whole as follows:
Financial Statements – Group Financial Statements – Company

Overall materiality £10 million (2021: £6.8 million). £10.5 million (2021: £9 million).
How we determined it approximately 1% of revenue approximately 1% of total assets
Rationale for Based on the benchmarks used in the We considered total assets to be an
benchmark applied Annual Report, revenue is the primary appropriate benchmark for the Company,
measure used by the shareholders in given that it is the ultimate holding
assessing the performance of the Company and holds material investments
Group, and is a generally accepted in subsidiary undertakings. Total assets
auditing benchmark. is also a generally accepted
We have chosen this as our benchmark as auditing benchmark.
it is a key performance measure disclosed
to users of the financial statements.
This figure takes prominence in the
Annual Report, as well as the
communications to both the shareholders
and the market. Based on this it is
considered appropriate to use revenue as
an appropriate benchmark.
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 £500,000 and £9 million.
Certain components were audited to a local statutory audit materiality that was also less than our overall
Group materiality.
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 50%
(2021: 75%) of overall materiality, amounting to £5 million (2021: £5.1 million) for the Group financial statements and
£5.25 million (2021: £6.8 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 lower end
of our normal range was appropriate.
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) (2021: £0.3 million) and £0.3 million (Company audit) (2021: £0.5 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:
• Reading management’s paper to the Audit and Risk Committee in respect of going concern, and agreeing the
forecasts set out in this paper to the underlying base case cash flow model and board approved budgets;
• Obtaining and examining management’s base case forecast and downside scenarios, including those that
incorporate the unpredictability of the wider macroeconomic environment, checking that the forecasts have been
subject to board review and approval;
• Considering the historical reliability of management’s forecasting for cash flow and net debt by comparing budgeted
results to actual performance;
• Auditing the key inputs into the model to ensure that these were consistent with our understanding and inputs used
in other key accounting judgements within the financial statements;
• Performing our own independent sensitivity analysis to understand the impact of changes in cash flow and net debt
on the resources available to the Group; and
• Auditing the covenants applicable to the Group’s borrowings and auditing whether management’s assessment
supports ongoing compliance with those covenants.
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 twelve 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.
In relation to the directors’ reporting on how they have applied the UK Corporate Governance Code, we have nothing
material to add or draw attention to in relation to the directors’ statement in the financial statements about whether the
directors considered it appropriate to adopt the going concern basis of accounting.
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, which includes reporting based on the
Task Force on Climate-related Financial Disclosures (TCFD) recommendations. 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 below.

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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 2022 is consistent with the financial statements and has been
prepared in accordance with applicable legal requirements.
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.
Corporate governance statement
ISAs (UK) require us to review the directors’ statements in relation to going concern, longer-term viability and that part
of the corporate governance statement relating to the Company’s compliance with the provisions of the UK Corporate
Governance Code, which the Listing Rules of the Financial Conduct Authority specify for review by auditors of
premium listed companies. Our additional responsibilities with respect to the corporate governance statement as other
information are described in the Reporting on other information section of this report.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the
corporate governance statement is materially consistent with the financial statements and our knowledge obtained
during the audit, and we have nothing material to add or draw attention to in relation to:
• The directors’ confirmation that they have carried out a robust assessment of the emerging and principal risks;
• The disclosures in the Annual Report that describe those principal risks, what procedures are in place to identify
emerging risks and an explanation of how these are being managed or mitigated;
• The directors’ statement in the financial statements about whether they considered it appropriate to adopt the going
concern basis of accounting in preparing them, and their identification of any material uncertainties to the Group’s
and Company’s ability to continue to do so over a period of at least twelve months from the date of approval of the
financial statements;
• The directors’ explanation as to their assessment of the Group’s and Company’s prospects, the period this
assessment covers and why the period is appropriate; and
• The directors’ statement as to whether they have a reasonable expectation that the Company will be able to continue
in operation and meet its liabilities as they fall due over the period of its assessment, including any related disclosures
drawing attention to any necessary qualifications or assumptions.
Our review of the directors’ statement regarding the longer-term viability of the Group and Company was substantially
less in scope than an audit and only consisted of making inquiries and considering the directors’ process supporting
their statement; checking that the statement is in alignment with the relevant provisions of the UK Corporate
Governance Code; and considering whether the statement is consistent with the financial statements and our
knowledge and understanding of the Group and Company and their environment obtained in the course of the audit.
In addition, based on the work undertaken as part of our audit, we have concluded that each of the following elements
of the corporate governance statement is materially consistent with the financial statements and our knowledge
obtained during the audit:
• The directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced and
understandable, and provides the information necessary for the members to assess the Group’s and Company’s
position, performance, business model and strategy;
• The section of the Annual Report that describes the review of effectiveness of risk management and internal control
systems; and
• The section of the Annual Report describing the work of the Audit and Risk Committee.
We have nothing to report in respect of our responsibility to report when the directors’ statement relating to the
Company’s compliance with the Code does not properly disclose a departure from a relevant provision of the Code
specified under the Listing Rules for review by the auditors.


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 and health and safety 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 posting inappropriate
journal entries and management bias within accounting estimates. 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:
• Understanding and evaluating the design and implementation of controls designed to prevent and detect
irregularities and fraud;
• Inquiry of management, the Audit and Risk Committee, Internal Audit and the Group’s legal advisers regarding their
consideration of known or suspected instances of non-compliance with laws and regulations and fraud;
• Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations;
• Inquiry of management and the Audit and Risk Committee regarding their consideration of fraud and the risk of
management override of controls through the use of intercompany balances and transactions;
• Identifying and testing intercompany balances to ensure they were genuine and were eliminated appropriately within
the consolidated financial statements;
• Scoping in all bank accounts for bank confirmation or alternative procedures where bank confirmations could not be
obtained (see the scope of our audit section above); and
• Challenging assumptions and judgements made by management in respect of critical accounting judgements and
significant accounting estimates, and assessing these judgements and estimates for management bias.
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.

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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 five years, covering the years ended 31 December 2018 to
31 December 2022.
Other matter
As required by the Financial Conduct Authority Disclosure Guidance and Transparency Rule 4.1.14R, these financial
statements 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 has been 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
13 April 2023

Consolidated statement of profit or loss

For the year ended 31 December 2022
2022 2021
Notes £’000 £’000
Revenue 5 1,069,489 686,601
Direct costs (177,797) (126,338)
Net revenue 891,692 560,263
Personnel costs 6 (682,072) (412,537)

Other operating expenses 6 (83,327) (49,829)
Acquisition, restructuring and other expenses 6 (155,873) (83,496)
Depreciation, amortisation and impairment 6 (105,711) (56,456)
Share of loss of joint venture 14 (5) –
Total operating expenses (1,026,988) (602,318)

Operating loss (135,296) (42,055)
Adjusted operating profit 114,096 94,808

Adjusting items1 (249,392) (136,863)
Operating loss (135,296) (42,055)
Finance income 7 1,493 1,032

Finance costs 7 (27,200) (13,283)
Net finance costs (25,707) (12,251)

Gain/(loss) on the net monetary position 1,337 (1,344)
Loss before income tax (159,666) (55,650)

Income tax credit/(expense) 8 32 (1,065)
Loss for the year (159,634) (56,715)
Attributable to owners of the Company (159,634) (56,715)

Attributable to non-controlling interests – –
(159,634) (56,715)
Loss per share is attributable to the ordinary equity holders of the Company
Basic loss per share (pence) 9 (27.0) (10.3)
Diluted loss per share (pence) 9 (27.0) (10.3)
Note:
1. Adjusting items comprises amortisation and impairment of intangibles of £78.8 million (2021: £39.5 million) , acquisition and restructuring expenses of
£155.9 million (2021: £83.5 million) and share-based payments of £14.7 million (2021: £13.9 million). See Note 6.
The results for the year are wholly attributable to the continuing operations of the Group.
The accompanying notes on pages 139 to 193 form an integral part of these consolidated financial statements.

0 1 2 3 4
Consolidated statement of comprehensive income

2022 2021
£’000 £’000
Loss for the year (159,634) (56,715)
Other comprehensive (expense)/income

Items that will not be reclassified to profit or loss
Remeasurement of net defined benefit pension liabilities (1) –
Items that may be reclassified to profit or loss

Foreign operations – foreign currency translation differences 70,673 (6,358)
Other comprehensive income/(expense) 70,672 (6,358)

Total comprehensive expense for the year (88,962) (63,073)
Attributable to owners of the Company (88,962) (63,073)

Attributable to non-controlling interests – –
(88,962) (63,073)

Consolidated balance sheet

At 31 December 2022
2021
2022 Restated1
Notes £’000 £’000
Assets
Goodwill 10 720,365 624,989
Intangible assets 11 445,161 356,289
Right-of-use assets 12 55,703 36,608
Property, plant and equipment 13 29,701 21,548
Deferred tax assets 15 16,827 6,526
Other receivables 16 12,208 3,185
Non-current assets 1,279,965 1,049,145
Trade and other receivables 16 440,799 335,498

Cash and cash equivalents 17 223,574 301,021
Current assets 664,373 636,519
Total assets 1,944,338 1,685,664
Liabilities
Deferred tax liabilities 15 (65,960) (68,627)
Loans and borrowings 19 (326,225) (308,571)
Lease liabilities 12 (43,122) (31,423)
Contingent consideration and holdbacks 20 (11,278) (31,749)
Other payables 18 (5,687) (2,845)
Non-current liabilities (452,272) (443,215)
Trade and other payables 18 (443,171) (334,916)

Contingent consideration and holdbacks 20 (177,329) (86,677)
Loans and borrowings 19 (674) (2,523)
Lease liabilities 12 (15,274) (10,545)
Tax liabilities (6,009) (6,550)
Current liabilities (642,457) (441,211)
Total liabilities (1,094,729) (884,426)
Net assets 849,609 801,238
Equity
Share capital 141,958 138,827
Share premium 5,866 446,910
Merger reserves 21 – 205,717
Other reserves 175,192 76,654
Foreign exchange reserves 48,469 (22,203)
Retained earnings/(accumulated losses) 478,024 (44,767)
Attributable to owners of the Company 849,509 801,138
Non-controlling interests 21 100 100
Total equity 849,609 801,238
Note:
1. The comparatives as at 31 December 2021 have been restated for measurement period adjustments in respect of business combinations and
re-presented to split out certain balance sheet items and provide more clarity for the year ended 31 December 2022. See Note 2.
The consolidated financial statements of S4Capital plc on pages 194 to 200, Company registration number 10476913,
were approved by the Board of Directors on 13 April 2023 and signed on its behalf by:


0 1 2 3 4
Consolidated statement of changes in equity

Retained
Foreign earnings/ Non-
Share Share Merger Other exchange (accumulated controlling
capital premium reserves reserves1 reserves losses) Total interests Total equity
Equity Notes £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
At 1 January 2021 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)
Other comprehensive
income – – – – (6,358) – (6,358) – (6,358)
Total comprehensive loss for
the year – – – – (6,358) (56,715) (63,073) – (63,073)
Hyperinflation
revaluation – – – 1,633 – – 1,633 – 1,633
Transactions with owners of the Company
Issue of Ordinary
Shares 21 – – – – – – – – –
Business
combinations 21 3,311 82,715 – 45,856 – – 131,882 – 131,882
Share-based
payments 23 – – – (110) – 15,129 15,019 – 15,019
At 31 December 2021 138,827 446,910 205,717 76,654 (22,203) (44,767) 801,138 100 801,238
At 1 January 2022 138,827 446,910 205,717 76,654 (22,203) (44,767) 801,138 100 801,238
Hyperinflation restatement2 – – – 3,266 – – 3,266 – 3,266
Adjusted
opening balance 138,827 446,910 205,717 79,920 (22,203) (44,767) 804,404 100 804,504
Comprehensive loss for the year
Loss for
the year – – – – – (159,634) (159,634) – (159,634)
Other comprehensive
expense – – – – 70,672 – 70,672 – 70,672
Total comprehensive income/
(loss) for the year – – – – 70,672 (159,634) (88,962) – (88,962)
Transactions with owners of the Company
Issue of Ordinary
Shares 21 – – – – – – – – –
Realised merger
reserve3 21 – (462,705) (205,717) – – 668,422 – – –
Business
combinations 21 3,131 21,661 – 94,852 – – 119,644 – 119,644
Share-based
payments 23 – – – 420 – 14,003 14,423 – 14,423
At 31 December 2022 141,958 5,866 – 175,192 48,469 478,024 849,509 100 849,609
Notes:
1. Other reserves include the deferred equity consideration of £171.8 million (2021: £77.0 million), which comprises TheoremOne for £55.0 million
(2021: £nil), Raccoon for £43.0 million (2021: £16.8 million), Decoded for £48.0 million (2021: £47.9 million), XX Artists for £7.8 million (2021: £nil),
Cashmere for £6.9 million (2021: £6.9 million), Zemoga for £8.7 million (2021: £5.4 million), 4 Mile for £2.3 million (2021: £nil) and Destined
for £0.1 million (2021: £nil), the treasury shares issued in the name of S4Capital plc to an employee benefit trust for the amount of £1.8 million
(2021: £ 2.5 million), and the impact of hyperinflation in Argentina of £4.9 million (2021: £1.6 million).
2. Hyperinflation restatement to 1 January 2021. See Note 3.
3. During the year ended 31 December 2022, the Group undertook a reduction of capital to effect the cancellation of the C ordinary shares resulting from
the capitalisation of the sum of £205,717,000 standing to the credit of the Company’s merger reserve.

Consolidated statement of cash flows

2022 2021
Notes £’000 £’000
Cash flows from operations 24 97,250 68,496
Income taxes paid (18,988) (13,874)
Net cash flows from operating activities 78,262 54,622
Cash flows from investing activities

Investments in intangible assets 11 (1,512) (3,458)
Investments in property, plant and equipment 13 (16,379) (11,119)
Acquisition of subsidiaries, net of cash acquired (123,655) (86,604)
Tax paid as result of acquisition – (5,116)
Financial fixed assets 1,755 (323)
Cash flows from investing activities (139,791) (106,620)
Cash flows from financing activities

Proceeds from issuance of shares 206 1,143
Additional borrowings during the year 19 – 342,994
Payment of lease liabilities 12 (17,534) (10,903)
Repayments of loans and borrowings 19 (891) (110,895)
Transaction costs paid on borrowings – (8,379)
Interest paid (14,166) (5,530)
Cash flows from financing activities (32,385) 208,430
Net movement in cash and cash equivalents (93,914) 156,432

Cash and cash equivalents beginning of the year1 17 299,122 142,052
Exchange gain on cash and cash equivalents 18,350 638
Cash and cash equivalents at the end of the year1 17 223,558 299,122
Notes:
1. Including bank overdrafts £nil (2021: £1.9m).

0 1 2 3 4
Notes to the consolidated financial statements
1. General information
S4Capital Plc (‘S4Capital’ or ‘Company’), is a public Company, limited by shares, incorporated on 14 November 2016
in England, 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 all its subsidiaries (together referred
to as ‘S4Capital Group’ or the ‘Group’). An overview of the subsidiaries is included in Note 29.
S4Capital Group’s principal activities are focused on the provision of new age/new era digital advertising and
marketing services.
2. Basis of preparation
A. Statement of compliance
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 and disclosure guidance and transparency rules sourcebook of the United Kingdom’s Financial
Conduct Authority.
The consolidated financial statements were authorised for issue by the Board of Directors on 13 April 2023.
B. Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using the currency of the
primary economic environment in which the entity operates (the functional currency). The consolidated financial
statements are presented in Pound Sterling (£ or GBP), the Group’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 and fair
value measurement of plan assets in our defined benefit pension plan. The accounting principle have been consistently
applied over the reporting periods.
Going Concern
The Board of Directors has thoroughly assessed the Group and Company’s capacity to sustain operations as a
going concern.
As indicated in the preliminary results announcement, the anticipated growth of our markets in 2023 is expected
to be slower due to subdued global economic conditions influenced by inflation and rising interest rates. The Board
has examined the Group’s cash flow projections for the period extending until December 31, 2024, under both base
and severe yet plausible downside scenarios. These assessments take into account uncertainties such as inflation,
decreased demand, and the potential impacts of these uncertainties on growth rates, macroeconomic conditions, and
the Group as a whole. The primary assumptions in the base case are in accordance with the Group’s Board-approved
2023-25 three-year plan. Severe yet plausible downside scenarios foresee only a 7% increase in net revenue for 2023
and a 5% increase for 2024. Management is confident that these forecasts have been prudently established and
consider potential effects on growth rates and trading performance.
The Group possesses substantial financial resources. As of December 31, 2022, the Group’s financial resources
amounted to £324 million, comprising cash and bank balances of £224 million and an undrawn £100 million equivalent
multicurrency senior secured revolving credit facility, which is set to expire in August 2026. These facilities ensure that
the Group has access to adequate cash resources and working capital.
The Board is confident that the Group and Company can operate within the confines of their current debt and revolving
credit facility while maintaining sufficient liquidity to fulfil its financial obligations as they become due for at least
12 months from the date of signing these financial statements. Consequently, the Group and Company will continue to
employ the going concern basis in the preparation of their financial statements.


continued
2. Basis of preparation continued

D. Critical accounting judgements and estimates
In preparing these consolidated financial statements, S4Capital Group makes certain judgements and estimates.
Judgements and estimates 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 judgements and estimates.
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.
Judgements
Revenue recognition
The Group’s revenue is earned from the provision of data and digital media solutions and technology services.
Under IFRS 15, revenue from contracts with customers is recognised as, or when, the performance obligation
is satisfied.
Specifically for the Content segment, due to the size and complexity of contracts, management is required to form
a number of judgements in the determination of the amount of revenue to be recognised including the identification
of performance obligations within the contract and whether the performance obligation is satisfied over time
or at a point in time. The key judgment is whether revenue should be recognised over time or at point in time.
Where revenue is recognised over time, an estimate must be made regarding the progress towards completion of the
performance obligation.
See Note 3 for a full description of the Group’s revenue accounting policies.
Impairment of goodwill and intangible assets
The Group applies judgement in determining whether the carrying value of goodwill and intangible assets have
any indication of impairment on an annual basis, or more frequently if required. Both external and internal factors
are monitored for indicators of impairment. When performing the impairment review, management’s approach for
determining the recoverable amount of a cash-generating unit is based on the higher of value in use or fair value less
cost to dispose. In determining the value in use, estimates and assumptions are used to derive cashflows, growth rates
and discount rates. The value in use is compared with the carrying amount of the cash generating units.
Tax positions
The Group is subject to sales tax in a number of jurisdictions. Judgement 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.
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 judgement 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’, ‘EBITDA’ (earnings before interest,
tax, depreciation) and ‘operational EBITDA’. The terms ‘adjusted operating profit’, ‘adjusting items’, ‘EBITDA’ and
‘operational 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 the Alternative Performance Measures on pages 201 to 205.

0 1 2 3 4
Estimates
Fair value of assets and liabilities acquired and measurement of consideration on business combinations
During the year, the Group acquired XX Artists on 1 July 2022, 4 Mile on 11 January 2022 and TheoremOne on 16 May
2022. The most significant fair value adjustments arising on the acquisitions were in relation to allocating the purchase
price to the acquired intangibles recognised in the form of customer relationships.
In determining the fair value of the customer relationships to be recognised, estimates and assumptions are used
in deriving the cashflows, renewal rates and discount rates. The cashflows include estimates of revenue growth,
attrition rates, profit margins, contract durations, discount rates. Management involves external advisers on the
valuation techniques used in determining the fair value of customer relationships. These inputs, combined with our
internal knowledge and expertise on the relevant market growth opportunities, enabled management to determine the
appropriate value of customer relationships. See Note 4 for further details.
The Group recognises contingent consideration on acquisitions, which comprise both performance and employment
linked contingent consideration. The fair value of contingent consideration is based on management’s best estimate of
achieving future targets to which the contingent consideration is linked to, which is the most significant unobservable
input. See Note 4 and 20 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.
F. New and amended standards and interpretations adopted by the Group
In the current year, the Group has applied a number of amendments to IFRS Accounting Standards issued by the
International Accounting Standards Board (IASB) that are mandatorily effective for an accounting period that begins on
or after 1 January 2022. Their adoption has not had any material impact on the disclosures or on the amounts reported
in these financial statements.
Reference to the Conceptual Framework – Amendments to IFRS 3
The Group has adopted the amendments to IFRS 3 Business Combinations. The amendments update IFRS 3 so that it
refers to the 2018 Conceptual Framework instead of the 1989 Framework. They also add to IFRS 3 a requirement that,
for obligations within the scope of IAS 37 Provisions, Contingent Liabilities and Contingent Assets, an acquirer applies
IAS 37 to determine whether at the acquisition date a present obligation exists as a result of past events.
Property, Plant and Equipment: Proceeds before Intended Use – Amendments to IAS 16
The Group has adopted the amendments to IAS 16 Property, Plant and Equipment. The amendments prohibit
deducting from the cost of an item of property, plant and equipment any proceeds from selling items produced before
that asset is available for use, i.e. proceeds while bringing the asset to the location and condition necessary for it to be
capable of operating in the manner intended by management. Consequently, an entity recognises such sales proceeds
and related costs in profit or loss. The entity measures the cost of those items in accordance with IAS 2 Inventories.
The amendments also clarify the meaning of ‘testing whether an asset is functioning properly’. IAS 16 now specifies
this as assessing whether the technical and physical performance of the asset is such that it is capable of being used
in the production or supply of goods or services, for rental to others, or for administrative purposes. If not presented
separately in the statement of comprehensive income, the financial statements shall disclose the amounts of proceeds
and cost included in profit or loss that relate to items produced that are not an output of the entity’s ordinary activities,
and which line item(s) in the statement of comprehensive income include(s) such proceeds and cost.


continued
2. Basis of preparation continued

F. New and amended standards and interpretations adopted by the Group continued
Onerous Contracts—Cost of Fulfilling a Contract – Amendments to IAS 37
The Group has adopted the amendments to IAS 37. The amendments specify that the cost of fulfilling a contract
comprises the costs that relate directly to the contract. Costs that relate directly to a contract consist of both the
incremental costs of fulfilling that contract (examples would be direct labour or materials) and an allocation of other
costs that relate directly to fulfilling contracts (an example would be the allocation of the depreciation charge for an
item of property, plant and equipment used in fulfilling the contract).
Annual Improvements to IFRS Accounting Standards 2018-2020 Cycle
The Group has adopted the amendments included in the Annual Improvements to IFRS Accounting Standards 2018-
2020 Cycle. The Annual Improvements include following amendments:
IFRS 9 Financial Instruments
The amendment clarifies that in applying the ‘10 per cent’ test to assess whether to derecognise a financial liability,
an entity includes only fees paid or received between the entity (the borrower) and the lender, including fees paid or
received by either the entity or the lender on the other’s behalf.
IFRS 16 Leases
The amendment of illustrative example 13 to remove the illustration of payments from the lessor relating to leasehold
improvements, to remove any confusion about the treatment of lease incentives.
G. 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 2022 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.
H. Restatement and re-presentation
The changes made to the fair value of the net identifiable assets acquired and the consideration during the
Measurement Period resulted in an increase in the goodwill balance of £363,000 which has been retrospectively
adjusted (see Note 4).
The impact of the retrospective adjustment on the consolidated balance sheet at 31 December 2021 is shown below.
The consolidated balance sheet has also been re-presented to provide consistently with the presentation of balances
for the year ended 31 December 2022 and provide further clarity by splitting out specific balance sheet items.
31 December 2021
As reported Restated Re-presented As restated
£’000 £’000 £’000 £’000
Goodwill – 363 624,626 624,989
Intangible assets 980,915 – (624,626) 356,289
Total non-current assets 1,048,782 363 – 1,049,145
Total assets 1,685,301 363 – 1,685,664
Deferred tax liabilities (68,478) (149) – (68,627)
Total non-current liabilities (443,066) (149) – (443,215)
Trade and other payables (324,059) 93 (10,950) (334,916)
Contingent consideration and holdbacks (86,370) (307) – (86,677)
Tax liabilities (17,500) – 10,950 (6,550)
Total current liabilities (440,997) (214) – (441,211)
Total liabilities (884,063) (363) – (884,426)
Net assets 801,238 – – 801,238

0 1 2 3 4
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. The consideration transferred for the acquisition of a subsidiary comprises the:
• fair values of the assets transferred;
• liabilities incurred to the former owners of the acquired business;
• equity interests issued by the group;
• fair value of any asset or liability resulting from a contingent consideration arrangement; and
• fair value of any pre-existing equity interest in the subsidiary.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited
exceptions, measured initially at their fair values at the acquisition date. The Group recognises any non-controlling
interest in the acquired entity on an acquisition-by-acquisition basis either at fair value or at the non-controlling
interest’s proportionate share of the acquired entity’s net identifiable assets.
Acquisition-related costs are expensed as incurred.
The excess of the:
• consideration transferred,
• amount of any non-controlling interest in the acquired entity, and
• acquisition-date fair value of any previous equity interest in the acquired entity
over the fair value of the net identifiable assets acquired is recorded as goodwill. If those amounts are less than the fair
value of the net identifiable assets of the business acquired, the difference is recognised directly in the consolidated
statement of profit or loss as a bargain purchase.
Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted
to their present value as at the date of exchange. The discount rate used is the entity’s incremental borrowing rate,
being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms
and conditions.
Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability
are subsequently remeasured to fair value, with changes in fair value recognised as a fair value gain or loss within
acquisition, restructuring and other expenses within the consolidated statement of profit or loss.
Subsidiaries
Subsidiaries are all entities (including structured entities) over which the group has control. The Group controls an
entity where the Group 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 to direct the activities of the entity. Subsidiaries are fully consolidated
from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.
Inter-company transactions, balances and unrealised gains on transactions between Group companies are eliminated.
Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the transferred
asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies
adopted by the Group.
Non-controlling interests in subsidiaries are identified separately from the Group’s equity therein. Those interests
of non-controlling shareholders that entitle their holders to a proportionate share of net assets upon liquidation
may initially be measured at fair value or at the non-controlling interests’ proportionate share of the fair value of the
acquiree’s identifiable net assets. The choice of measurement is made on an acquisition-by-acquisition basis. Non-
controlling interests are initially measured at fair value. Subsequent to acquisition, the carrying value of non-controlling
interests is the value of those interests at initial recognition plus the non-controlling interests’ share of subsequent
changes in equity.
Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated statement of
profit or loss, statement of comprehensive income, statement of changes in equity and balance sheet respectively.


continued
3. Significant accounting policies continued

B. Investments in joint ventures
A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the
net assets of the joint arrangement. Joint control is the contractually agreed sharing of control of an arrangement,
which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control.
The results and assets and liabilities of associates or joint ventures are incorporated in these financial statements using
the equity method of accounting.
Under the equity method, an investment is recognised initially in the consolidated statement of financial position at cost
and adjusted thereafter to recognise the Group’s share of the profit or loss and other comprehensive income of the
associate or joint venture. When the Group’s share of losses of a joint venture exceeds the Group’s interest in that joint
venture (which includes any long-term interests that, in substance, form part of the Group’s net investment in the joint
venture), the Group discontinues recognising its share of further losses. Additional losses are recognised only to the
extent that the Group has incurred legal or constructive obligations or made payments on behalf of the joint venture.
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 and
provides technology services.
Revenue comprises of gross amounts billed, or billable to clients and is stated exclusive of VAT and equivalent
applicable taxes. The difference between revenue and net revenue represents direct costs. Direct costs comprise
fees and expenses paid to external suppliers when they are engaged to perform all or part of a specific project and
are charged directly to the customer, and where the Group retains quality control oversight. Direct costs are expensed
as incurred.
Costs to obtain a contract are typically expensed as incurred as contracts are generally short term in nature.
S4Capital Group determines all the separate performance obligations within the customers’ contract at contract
inception. In many instances, promised services in a contract are not considered distinct or represent a series of
services that are substantially the same with the same pattern of transfer to the customer and, as such, are accounted
for as a single performance obligation.
Revenue is recognised when a performance obligation is satisfied, in accordance with the terms of the contractual
arrangement. This is assessed on a contract-by-contract basis. Revenue is recognised over time when the customer
consumes the services as it is performed or the Group is entitled to payment for the services performed to date.
Where there is no clear consumption by the customer or limited activities that transfer to the customer, revenue is
recognised at a point in time, generally when the services or created content are delivered to the customer.
For each performance obligation that is satisfied over time, revenue is recognised by measuring progress towards
completion of that performance obligation. Revenue recognised over time is based on the proportion of the level
of services performed. Either an input method or an output method, depending on the particular arrangement,
is used to measure progress for each performance obligation. For most fee arrangements, costs incurred are
used as an objective input measure of performance. The primary input of substantially all work performed under
these arrangements is labour and direct costs. There is normally a direct relationship between costs incurred and
the proportion of the contract performed to date. In other circumstances relevant output measures, such as the
achievement of any project milestones stipulated in the contract, are used to assess proportional performance.
Revenue recognised in the current reporting period that related to performance obligations that were satisfied in a prior
reporting period was immaterial.
For our retainer arrangements, we have a stand-ready obligation to perform services on an ongoing basis over
the life of the contract. The scope of these arrangements is broad and generally not reconcilable to another input
or output criteria. In these instances, revenue is recognised using a time-based method resulting in straight-line
revenue recognition.
Where the total project costs exceed the project revenue, the loss is recognised within direct costs and personnel costs
in the consolidated statement of profit or loss. A provision is recognised for such loss. No material onerous contract
provisions have been identified in the year.

0 1 2 3 4
Accrued income is a contract asset and is recognised when a performance obligation has been satisfied but has not
yet been billed. Accrued income is transferred to receivables when the right to consideration is unconditional and billed
per the terms of the contractual agreement.
In certain cases, payments are received from customers or amounts are billed with an unconditional right to receive
consideration prior to satisfaction of performance obligations and recognised as deferred income. These balances are
considered contract liabilities and are included in deferred income.
Accrued income and deferred income arising on contracts are included in trade and other receivables and other
payables, as appropriate.
Trade receivables are recognised initially at the amount of consideration that is unconditional, unless they contain
significant financing components when they are recognised at fair value. They are subsequently measured at
amortised cost using the effective interest method, less loss allowance. 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.
The Group has applied the practical expedients in IFRS 15 not to account for significant financing components where
the timing 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.
The Group has applied the practical expedient permitted by IFRS 15 to not disclose the transaction price allocated to
performance obligations unsatisfied (or partially unsatisfied) as of the end of the reporting period as contracts typically
have an original expected duration of a year or less.
D. Foreign currency
The main foreign currencies for the Group are the US dollar (USD) and Euro (EUR).
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, income and expenses 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 of the Group’s foreign operations are translated from the local functional currency to Pound Sterling
using the exchange rates prevailing at the reporting date. 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 consolidated profit or loss as a reclassification adjustment
upon disposal of the foreign operation.


continued

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 23.
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.
Defined benefit plans
The net liability or asset recognised in the balance sheet in respect of defined benefit pension plans is the present
value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The defined
benefit obligation is calculated annually by independent actuaries using the projected unit credit method.
The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows
using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will
be paid, and that have terms approximating to the terms of the related obligation. In countries where there is no deep
market in such bonds, the market rates on government bonds are used.
The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and
the fair value of plan assets. This cost is included in employee benefit expense in the statement of profit or loss.
Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are
recognised in the period in which they occur, directly in other comprehensive income. They are included in retained
earnings in the statement of changes in equity and in the balance sheet.
Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are
recognised immediately in profit or loss as past service costs.
F. Hyperinflation
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 2022, this resulted in an increase in an increase in property, plant and equipment of £2.1 million (2021: £0.3 million),
an increase in right of use assets of £2.5 million (2021: £nil), an increase in equity of £nil (2021: £1.6 million) and an
opening equity restatement of £3.3 million (2021: £nil). For the year ended 31 December 2022, this resulted in a gain
on the net monetary position of £1.3 million (2021: loss on the net monetary position of £1.3 million) in the consolidated
statement of profit or loss. The impact on other non‑monetary assets and liabilities in the year was immaterial.
The FACPCE price index (Federación Argentina de Consejos Profesionales de Ciencias Económicas) of 1,132.3 was
used at 31 December 2022 (2021: 582.5). The movement in this index during 2022 was 94.4% (2021: 50.9%).

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G. Income tax
Income tax expense comprises current and deferred tax. It is recognised in consolidated statement of 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. 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.
Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax
regulation is subject to interpretation and considers whether it is probable that a taxation authority will accept an
uncertain tax treatment. The group measures its tax balances either based on the most likely amount or the expected
value, depending on which method provides a better prediction of the resolution of the uncertainty.
Deferred tax
Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and
liabilities and their carrying amounts for financial reporting purposes at the reporting date.
Deferred tax liabilities are recognised for all taxable temporary differences, except when the deferred tax liability arises
from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and, at
the time of the transaction, affects neither the accounting profit nor taxable profit or loss.
In respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in
joint arrangements, when the timing of the reversal of the temporary differences can be controlled and it is probable
that the temporary differences will not reverse in the foreseeable future.
Deferred tax assets are recognised for deductible temporary differences, the carry forward of unused tax credits and
any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be
available against which these items can be utilised. The exception to this is when the deferred tax asset relating to the
deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a
business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.
In respect of deductible temporary differences associated with investments in subsidiaries, associates and interests
in joint arrangements, deferred tax assets are recognised only to the extent that it is probable that the temporary
differences will reverse in the foreseeable future and taxable profit will be available against which the temporary
differences can be utilised.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no
longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised.
Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has
become probable that future taxable profits will allow the deferred tax asset to be recovered.
In assessing the recoverability of deferred tax assets, the Group relies on the same forecast assumptions used
elsewhere in the financial statements and in other management reports.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is
realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at
the reporting date.
Tax benefits acquired as part of a business combination, but not satisfying the criteria for separate recognition at that
date, are recognised subsequently if new information about facts and circumstances change. The adjustment is either
treated as a reduction in goodwill (as long as it does not exceed goodwill) if it was incurred during the measurement
period or recognised in profit or loss.
The Group offsets deferred tax assets and deferred tax liabilities if and only if it has a legally enforceable right to
set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to
income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which
intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities
simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to
be settled or recovered.


continued

H. Intangible assets
Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired
in a business combination is their fair value at the date of acquisition. Following initial recognition, intangible assets
are carried at cost less any accumulated amortisation and accumulated impairment losses. Internally generated
intangibles, excluding capitalised development costs, are not capitalised and the related expenditure is reflected in
profit or loss in the period in which the expenditure is incurred.
The useful lives of intangible assets are assessed as either finite or indefinite.
Intangible assets with finite lives are amortised over the useful economic life and assessed for impairment whenever
there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method
for an intangible asset with a finite useful life are reviewed at least at the end of each reporting period. Changes in the
expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are
considered to modify the amortisation period or method, as appropriate, and are treated as changes in accounting
estimates. The amortisation expense on intangible assets with finite lives is recognised in the consolidated statement
of profit or loss.
Intangible assets with indefinite useful lives are not amortised, but are tested for impairment annually, either individually
or at the cash-generating unit level. The assessment of indefinite life is reviewed annually to determine whether
the indefinite life continues to be supportable. If not, the change in useful life from indefinite to finite is made on a
prospective basis.
An intangible asset is derecognised upon disposal (i.e., at the date the recipient obtains control) or when no future
economic benefits are expected from its use or disposal. Any gain or loss arising upon derecognition of the asset
(calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in
the statement of profit or loss.
Goodwill
The Group accounts for business combinations using the acquisition method when control is transferred to the
S4Capital Group. 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.

0 1 2 3 4
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.
Impairment of goodwill and intangible assets with indefinite useful lives
The Group assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any
indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset’s
recoverable amount. An asset’s recoverable amount is the higher of an asset’s or CGU’s fair value less costs of
disposal and its value in use. The recoverable amount is determined for an individual asset, unless the asset does not
generate cash inflows that are largely independent of those from other assets or groups of assets. When the carrying
amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its
recoverable amount.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value of money and the risks specific to the
asset. In determining fair value less costs of disposal, recent market transactions are taken into account. If no such
transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by
valuation multiples, quoted share prices for publicly traded companies or other available fair value indicators.
The Group bases its impairment calculation on the most recent budgets and forecast calculations, which are prepared
separately for each of the Group’s CGUs to which the individual assets are allocated. These budgets and forecast
calculations generally cover a period of five years. A long-term growth rate is calculated and applied to project future
cash flows after the fifth year.
Impairment losses of continuing operations are recognised in the statement of profit or loss in expense categories
consistent with the function of the impaired asset, except for assets previously revalued with the revaluation taken
to other comprehensive income (OCI). For such assets, the impairment is recognised in OCI up to the amount of any
previous revaluation.
For assets excluding goodwill, an assessment is made at each reporting date to determine whether there is an
indication that previously recognised impairment losses no longer exist or have decreased. If such indication exists,
the Group estimates the asset’s or CGU’s recoverable amount. A previously recognised impairment loss is reversed
only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last
impairment loss was recognised. The reversal is limited so that the carrying amount of the asset does not exceed its
recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no
impairment loss been recognised for the asset in prior years. Such reversal is recognised in the statement of profit or
loss unless the asset is carried at a revalued amount, in which case, the reversal is treated as a revaluation increase.
Goodwill is tested for impairment annually at year end and when circumstances indicate that the carrying value may
be impaired.
Impairment is determined for goodwill by assessing the recoverable amount of each CGU to which the goodwill
relates. When the recoverable amount of the CGU is less than its carrying amount, an impairment loss is recognised.
Impairment losses relating to goodwill cannot be reversed in future periods.
Intangible assets with indefinite useful lives are also tested for impairment annually at year end at the CGU level, as
appropriate, and when circumstances indicate that the carrying value may be impaired.


continued

H. Intangible assets continued
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 6 – 16.5 years
• Order backlog 0 – 3 years
• Others 3 – 10 years
Amortisation methods and useful lives are reviewed at each reporting date and adjusted if appropriate.
Leases
The Group leases most of its offices in cities where it operates.
At inception of a lease contract, the Group assesses whether the contract conveys the right to control the use of an
identified asset for a certain period of time and whether it obtains substantially all the economic benefits from the use
of that asset, in exchange for consideration.
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. The right-of-use asset is initially measured based on the initial amount of the lease
liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs
incurred, less any lease incentives received.
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. 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 and an
impairment test is performed when an impairment indicator exists.
The lease liability is initially measured at the present value of the lease payments that are not paid at the
commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily
determined, the Group’s incremental borrowing rate for the same term as the underlying lease. Lease payments
included in the measurement of lease liabilities comprise fixed payments less any lease incentives receivable and
variable lease payments that depend on an index or a rate as at the commencement date. Lease modifications result in
remeasurement of the lease liability.
Short-term leases and leases of low value assets
The Group has elected to use the practical expedient not to recognise right-of-use assets and lease liabilities for short-
term leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase
option and leases of low value assets which the present value of the assets is below £5,000. The payments associated
with these leases are recognised as operating expenses over the lease term.

0 1 2 3 4
I. 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:
• Leasehold improvements Over life of lease
• Furniture and fixtures 5 years
• Office equipment 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.
Impairment
PPE 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. PPE 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.
J. Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity
instrument of another entity.
Financial assets – Recognition and initial measurement
On initial recognition, a financial asset is classified as measured at: amortised cost; fair value through other
comprehensive income (FVOCI) – debt investment; FVOCI – equity investment; or fair value through profit and loss
(FVTPL).
The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow
characteristics and the Group’s business model for managing them. With the exception of trade receivables that do
not contain a significant financing component or for which the Group has applied the practical expedient, the Group
initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or
loss, transaction costs. Trade receivables that do not contain a significant financing component or for which the Group
has applied the practical expedient are measured at the transaction price.
In order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it needs to
give rise to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding.
This assessment is referred to as the SPPI test and is performed at an instrument level. Financial assets with cash flows
that are not SPPI are classified and measured at fair value through profit or loss, irrespective of the business model.
The Group’s business model for managing financial assets refers to how it manages its financial assets in order to
generate cash flows. The business model determines whether cash flows will result from collecting contractual cash
flows, selling the financial assets, or both. Financial assets classified and measured at amortised cost are held within
a business model with the objective to hold financial assets in order to collect contractual cash flows while financial
assets classified and measured at fair value through OCI are held within a business model with the objective of both
holding to collect contractual cash flows and selling.


continued

J. Financial instruments continued
Classification and subsequent measurement – Financial assets
Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business
model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the
first reporting period following the change in the business model.
A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as
at FVTPL:
• it is held within a business model whose objective is to hold assets to collect contractual cash flows; and
• its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on
the principal amount outstanding.
A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:
• it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling
financial assets; and
• its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on
the principal amount outstanding.
On initial recognition of an equity investment that is not held for trading, the Group may irrevocably elect to present
subsequent changes in the investment’s fair value in OCI. This election is made on an investment-by-investment basis.
All financial assets not classified as measured at amortised cost or FVOCI as described above are measured at FVTPL.
On initial recognition, the Group may irrevocably designate a financial asset that otherwise meets the requirements to
be measured at amortised cost or at FVOCI as at FVTPL if doing so eliminates or significantly reduces an accounting
mismatch that would otherwise arise.
Financial assets – Derecognition
The Group derecognises a financial asset when:
• the contractual rights to the cash flows from the financial asset expire; or
• it transfers the rights to receive the contractual cash flows in a transaction in which either:
• substantially all of the risks and rewards of ownership of the financial asset are transferred; or
• the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain
control of the financial asset.
The Group enters into transactions whereby it transfers assets recognised in its statement of financial position but
retains either all or substantially all of the risks and rewards of the transferred assets. In these cases, the transferred
assets are not derecognised.
Impairment of financial assets
The Group recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value
through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with
the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original
effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit
enhancements that are integral to the contractual terms.
ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit
risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within
the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in
credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the
exposure, irrespective of the timing of the default (a lifetime ECL).

0 1 2 3 4
For trade receivables and contract assets, the Group applies a simplified approach in calculating ECLs. Therefore,
the Group does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at
each reporting date. The Group has established a provision matrix that is based on its historical credit loss experience,
adjusted for forward-looking factors specific to the debtors and the economic environment.
In certain cases, the Group may also consider a financial asset to be in default when internal or external information
indicates that the Group is unlikely to receive the outstanding contractual amounts in full before taking into account
any credit enhancements held by the Group. A financial asset is written off when there is no reasonable expectation of
recovering the contractual cash flows.
Financial liabilities – Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and
borrowings or payables as appropriate.
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of
directly attributable transaction costs.
The Group’s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts.
Financial liabilities – Subsequent measurement
For the purposes of subsequent measurement, financial liabilities are classified in two categories:
• Financial liabilities at fair value through profit or loss.
• Financial liabilities at amortised cost (loans and borrowings).
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities
designated upon initial recognition as at fair value through profit or loss.
Any gains or losses on liabilities held are recognised as a fair value gain or loss in the consolidated statement of profit
or loss.
Financial liabilities designated upon initial recognition at fair value through profit or loss are designated at the initial
date of recognition, and only if the criteria in IFRS 9 are satisfied.
Financial liabilities at amortised cost (loans and borrowings)
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using
the effective interest rate (EIR) method. Gains and losses are recognised in profit or loss when the liabilities are
derecognised as well as through the EIR amortisation process.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are
an integral part of the EIR. The EIR amortisation is included as finance costs in the consolidated statement of profit
or loss.
Financial liabilities – Derecognition
The Group derecognises a financial liability when its contractual obligations are discharged or cancelled, or expire.
The Group also derecognises a financial liability when its terms are modified and the cash flows of the modified liability
are substantially different, in which case a new financial liability based on the modified terms is recognised at fair value.
On derecognition of a financial liability, the difference between the carrying amount extinguished and the
consideration paid (including any non-cash assets transferred or liabilities assumed) is recognised in the consolidated
statement of profit or loss as a fair value gain or loss.


continued

K. Equity
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. The Group issues financial
instruments which are treated as equity only to the extent that they do not meet the definition of a financial liability.
These equity instruments are based on a fixed number of shares. These equity instruments include both initial deferred
equity consideration and deferred equity consideration following the achievement of contingent consideration criteria.
L. 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 are included in cash flows from operating activities. Interest paid is included in cash flows from
financing activities. Purchase consideration for amounts paid for acquiring subsidiaries, net of cash acquired, is
included in cash flows from investing activities, insofar as the acquisition is settled in cash. Performance linked
contingent consideration paid is included within the investing activities. Where the estimate of contingent consideration
is adjusted outside of the measurement period, through the consolidated income statement, then the payment
of the difference between the initial estimate and the increased estimate is included within operating cash flows.
Employment linked contingent consideration paid is included in cashflows from operating activities. Principal elements
of lease payments are included in cash flows from financing activities.
4. Acquisitions
Current year acquisitions
Content Practice
On 1 July 2022, S4Capital plc announced the business combination between Media.Monks and XX Artists LLC (known
as XX Artists), an award winning Social Media Marketing agency, headquartered in Los Angeles, with a competitive
talent edge, for an expected total consideration of approximately £20.5 million, including initial cash consideration of
£11.8 million. The initial £11.8 million cash outlay was funded through the Group’s own cash resources for the entire
issued share capital of XX Artists. The acquisition will augment the Group’s Social Media Marketing capabilities.
Since the acquisition date, XX Artists contributed £25.3 million to the Group’s revenue and £4.6 million to the Group’s
operational EBITDA for the year ended 31 December 2022.
Included within the total purchase consideration is deferred consideration of £7.8 million and holdbacks of £0.8 million.
The deferred consideration relates to the share issuances which have been deferred with no element contingent on
future events. The holdbacks relate to amounts held back to cover and indemnify the Group against certain acquisition
costs and damages. The Group currently expects to settle the maximum holdback amount. The amount payable would
be dependent on the amount of these acquisition costs and damages, with the minimum amount payable being £nil.
In relation to XX Artists, the employment linked contingent consideration due to the Sellers who remain employees
of the business is deemed to represent employee remuneration given that it will be forfeited in the event of a seller
being a bad leaver and therefore should be excluded from the total purchase consideration. At 31 December 2022,
£35.8 million was included within the employment linked contingent consideration (see Note 20) with no additional
amounts to be accrued in future periods as the liability had been accrued in full. The employment linked contingent
consideration is payable on the basis that XX Artists achieves post acquisition EBITDA targets for the 12 month
period ended 31 December 2022. This represents the maximum amount payable as at the date of the acquisition.
The business is expected to achieve the performance targets in full. If the business does not achieve the minimum
performance target the amount payable would be £nil.

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The assets and liabilities in the table below remain provisional as the purchase price allocation has not been fully
finalised at the end of the reporting period.
Fair value Provisional
Book value adjustments fair value
£’000 £’000 £’000
Intangible assets – Customer relationships – 15,402 15,402
Intangible assets – Brand names – 990 990
Property, plant and equipment 388 – 388
Right-of-use asset – 709 709
Other non-current assets 42 – 42
Cash and cash equivalents 96 – 96
Trade and other receivables 9,898 – 9,898
Trade and other payables (8,122) – (8,122)
Lease liabilities – (709) (709)
Net identifiable assets 2,302 16,392 18,694
Goodwill 18,192 (16,392) 1,800
Total 20,494 – 20,494
Cash 11,880
Deferred consideration 7,786
Holdbacks 828
Total purchase consideration 20,494
Cash consideration 11,880

Cash and cash equivalents acquired (96)
Cash outflow on acquisition (net of cash acquired) 11,784
Data&Digital Media practice
On 11 January 2022, S4Capital plc announced the business combination between Media.Monks and 4 Mile
LLC (known as 4 Mile), a California-based leader in data analytics, data engineering, data governance, software
engineering, UX design and project & product management, for an expected total consideration, including
performance linked contingent consideration, of approximately £25.1 million, including initial cash consideration of
£7.0 million. The initial cash outlay was funded through the Group’s own cash resources for the entire issued share
capital of 4 Mile. This will enhance the Group’s global analytics capabilities and expands its client base. Since the
acquisition date, 4 Mile contributed £8.0 million to the Group’s revenue and £0.7 million to the Group’s operational
EBITDA for the year ended 31 December 2022.


continued
4. Acquisitions continued
Included within the total purchase consideration is performance linked contingent consideration of £12.5 million,
deferred consideration of £2.3 million and holdbacks of £3.4 million. The performance linked contingent consideration
is payable on the basis that 4 Mile achieved post acquisition Gross Margin targets for the 12 months ending
31 December 2022.
The deferred consideration of £2.3 million relates to the share issuances which have been deferred with no element
contingent on future events.
The assets and liabilities recognised as a result of the acquisition is as follows:
Fair value
Book value adjustments Fair value
£’000 £’000 £’000
Intangible assets – Brand names – 366 366
Intangible assets – Order backlog – 822 822
Intangible assets – Software – 325 325
Cash and cash equivalents 2,334 – 2,334
Other non-current liabilities (258) – (258)
Goodwill 22,812 (9,238) 13,574
Total 25,080 – 25,080
Cash 6,964
Performance linked contingent consideration 12,450
Holdbacks 3,402

Cash and cash equivalents acquired (2,334)
As part of the 4 Mile acquisition, the Group is also contracted to pay employment linked contingent consideration due
to the sellers who remain employees of the business, which is deemed to represent employee remuneration given
that it will be forfeited in the event of a seller being a bad leaver. The full amount of employment linked contingent
consideration, of £6.5 million, had been accrued by 31 December 2022 (see Note 20).
During the period, £6.8 million of the performance linked contingent consideration which had been recognised on
acquisition and £2.8 million relating to employment linked contingent consideration which had been accrued in the
post acquisition period was released into the consolidated statement of profit or loss respectively as performance
targets were not expected to be achieved in full. At 31 December 2022, the performance linked and employment
linked contingent consideration remaining on the balance sheet is £8.8 million and £3.7 million respectively.
The amounts held at 31 December 2022 represent the maximum amount payable as the performance targets have
not been met in full. If the business does not achieve the minimum performance target the amounts payable would be
nil. Given the performance of the business we expect to have commercial discussions with the sellers regarding the
outstanding consideration.
At 31 December 2022, the £5.0 million of holdbacks relates to amounts held back to cover and indemnify the Group
against certain acquisition costs and any damages (see Note 20). The Group currently expects to settle the maximum
holdback amount. The amount payable would be dependent on the acquisition costs and any damages, with the
minimum amount payable being £nil.

0 1 2 3 4
Technology Services practice

On 16 May 2022, S4Capital plc announced the business combination between Media.Monks and Citrusbyte LLC,
Proof LLC, Technical Performance Services LLC, Lemma Solutions LLC and Formula Partners LLC (collectively
known as TheoremOne), a California-based leader in agile, full-stack innovation, engineering, and design and helps
major enterprises achieve strategic digital transformation, for an expected total consideration of approximately
£143.0 million. The initial consideration of £78.0 million was funded through the Group’s own cash resources for
the entire share capital of TheoremOne. The acquisition augments the Group’s Technology Services and consulting
capabilities and expands its client base. Since the acquisition date, TheoremOne contributed £59.0 million to the
Group’s revenue and £22.5 million to the Group’s operational EBITDA for the year ended 31 December 2022.
Included within the total purchase consideration is deferred equity consideration of £55.0 million and holdbacks of
£10.0 million. The deferred consideration relates to the share issuances which have been deferred with no element
contingent on future events. The holdbacks relate to amounts held back to cover and indemnify the Group against
certain acquisition costs and any damages. The Group currently expects to settle the maximum holdback amount.
The amount payable would be dependent on the amount of these acquisition costs and any damages, with the
In relation to TheoremOne, the employment linked contingent consideration due to the sellers who remain employees
of the business is deemed to represent employee remuneration given that it will be forfeited in the event of a Seller
being a bad leaver and therefore should be excluded from the total purchase consideration. At the 31 December 2022,
£54.2 million was included within employment linked contingent consideration (see Note 20). A further £28.9 million
will be accrued during the year ended 31 December 2023. The employment linked contingent consideration is payable
on the basis that TheoremOne achieves post acquisition EBITDA targets for the 12 month period ended 31 December
2022. This represents the maximum amount payable as at 31 December 2022. The business is expected to achieve the
performance targets in full. If the business did not achieve the minimum performance target the amount payable would
be £nil.


continued
The assets and liabilities in the table below remain provisional as the purchase price allocation have not been fully
finalised at the end of the reporting period.
Fair value Provisional

Book value adjustments fair value
£’000 £’000 £’000
Intangible assets – Brand names – 1,881 1,881
Intangible assets – Order backlog – 7,023 7,023
Trade and other receivables 12,780 (1,978) 10,802
Goodwill 126,034 (88,028) 38,006
Total 142,992 – 142,992
Cash 77,974
Holdbacks 10,002

Cash and cash equivalents acquired (5,238)
The goodwill represents the potential growth opportunities and synergy effects from the acquisitions. The goodwill
for 4 Mile, TheoremOne and XX Artists is deductible for US 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 trade
receivables of the acquired companies at the acquisition date total £18.6 million of which £2.0 million was expected to
be uncollectable at the date of acquisition.
The total acquisition costs of £13.2 million (2021: £8.1 million) have been recognised under acquisition and set-up
related expenses in the consolidated statement of profit or loss.
Since the acquisition date, the acquired companies, XX Artists, 4 Mile and TheoremOne, contributed £92.3 million
to the Group’s revenue and £27.8 million operational EBITDA to the Group’s results for the year ended
31 December 2022.
If the acquisitions had occurred on 1 January 2022, the Group’s revenue would have been £1,108.7 million and the
Group’s operational EBITDA for the year would have been £136.3 million.

0 1 2 3 4
Prior year acquisitions

The initial accounting for the business combination of Raccoon, Zemoga, Cashmere and Maverick were incomplete
by the 31 December 2021. As required by IFRS 3, the following fair value adjustments have been made during the
measurement period, which had no material impact on the profit and loss statement.
As disclosed at 31 At 31 December
December 2021 2022
Provisional fair Fair value
value adjustments Fair value
£’000 £’000 £’000
Intangible assets – Customer relationships 86,552 – 86,552
Intangible assets – Brand names 2,804 – 2,804
Intangible assets – Order backlog 3,547 – 3,547
Intangible assets – Software 829 – 829
Property, plant and equipment 2,827 – 2,827
Right-of-use asset 6,022 – 6,022
Trade and other payables (21,897) 91 (21,806)
Current taxation (8,439) – (8,439)
Lease liabilities (6,354) – (6,354)
Other non-current liabilities (2,288) – (2,288)
Deferred taxation (16,337) (160) (16,497)
Net identifiable assets 84,726 (69) 84,657
Goodwill 134,975 365 135,340
Total 219,701 296 219,997
Payment in kind (common stock) 56,236 – 56,236

Cash 77,204 – 77,204
Deferred consideration 28,444 – 28,444
Performance linked contingent consideration 45,672 296 45,968
Holdbacks 12,145 – 12,145
Total purchase consideration 219,701 296 219,997
Cash consideration 77,204 – 77,204

Cash and cash equivalents acquired (15,839) – (15,839)
Cash outflow on acquisition (net of cash acquired) 61,365 – 61,365
Raccoon Group (Raccoon)
Included within the total purchase consideration is deferred consideration of £16.8 million and holdbacks of
£0.1 million. The deferred consideration relates to the share issuances which have been deferred with no element
contingent on future events. The holdbacks relate to amounts held back due to cover and indemnify the Group against
certain acquisition costs and any damages. The Group currently expects to settle the maximum holdback amount.
The amount payable would be dependent on the amount of these acquisition costs and any damages, with the


continued
In relation to Raccoon, the Group is also contracted to pay contingent consideration due to sellers who remain
employees of the business which is deemed to represent employee remuneration given that it will be forfeited in the
event of a seller being a bad leaver and therefore should be excluded from the total purchase consideration. At the
31 December 2022, the payable balance is £55.1 million with no additional amounts to be accrued in future period
as the liability had been accrued in full. The employment linked contingent consideration is payable on the basis that
Raccoon achieves post acquisition EBITDA targets for the 12 month period ended 31 December 2022. This represents
the maximum amount payable as at the date of the acquisition. The business is expected to achieve the performance
targets in full. If the business did not achieve the minimum performance target the amount payable would be £nil.
Zemoga Group (Zemoga)
The total purchase consideration within the provisional fair value for the year ended 31 December 2021, included
performance linked contingent consideration of £22.0 million (restated to £22.2 million), deferred consideration
of £5.5 million and holdbacks of £7.7 million. During the year ended 31 December 2022, the Group settled the
performance linked contingent consideration and partially settled the holdbacks. The performance linked contingent
consideration represents the maximum amount payable and has been paid during the year as the business achieved
post acquisition EBITDA targets for the 12 months ending 31 December 2021.
The deferred consideration of £5.5 million relates to the share issuances which have been deferred with no element
contingent on future events. The remaining £6.3 million, as at 31 December 2022, of holdbacks relates to amounts
held back due to cover and indemnify the Group against certain acquisition costs and damages. The Group currently
expects to settle the maximum holdback amount. The amount payable would be dependent on the amount of these
acquisition costs and damages, with the minimum amount payable being £nil.
Cashmere Agency Inc (Cashmere)
Included within the total purchase consideration is deferred consideration of £6.2 million and holdbacks of £2.8 million.
The deferred consideration relates to the share issuances which have been deferred with no element contingent on
future events. The holdbacks relates to amounts held back due to cover and indemnify the Group against certain
acquisition costs and any damages. The Group currently expects to settle the maximum holdback amount. The amount
payable would be dependent on the amount of these acquisition costs and any damages, with the minimum amount
payable being £nil.
Jam3
Included within the total purchase consideration is performance linked contingent consideration of £11.0 million and
holdbacks of £0.3 million. The performance linked contingent consideration represents the maximum amount payable
and has been paid during the year ended 31 December 2021 as the business achieved post acquisition EBITDA targets
for the 4 month period ended 31 July 2021. The £0.3 million of holdbacks relates to amounts held back to cover and
indemnify the Group against certain acquisition costs and any damages. The Group currently expects to settle the
maximum holdback amount. The amount payable would be dependent on the amount of these acquisition costs and
any damages, with the minimum amount payable being £nil.
In relation to Jam3, the Group is also contracted to pay contingent consideration due to sellers who remain employees
of the business which is deemed to represent employee remuneration given that it will be forfeited in the event of a
seller being a bad leaver and therefore should be excluded from the total purchase consideration. At the 31 December
2022, no amounts were held within employment linked contingent consideration and no additional amounts to be
accrued in future period as the business achieved post acquisition EBITDA targets for the 12 month period ended
31 December 2022, which the Group settled in the period.
5. Segment information
A. Operating segments
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating
decision-maker (CODM). The CODM has been identified as the Board of Directors of S4Capital Group.
During the year, S4Capital Group has three reportable segments as follows:
• Content practice: 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 practice: Full-service campaign management analytics, creative production and ad serving,
platform and systems integration, transition, training and education.

0 1 2 3 4
• Technology Services practice: Digital transformation services in delivering advanced digital product design,
engineering services and delivery services.
The customers are primarily businesses across technology, fast moving consumer goods (FMCG) and media and
entertainment. Any intersegment transactions are based on commercial terms.
The Board of Directors monitor the results of the reportable segments separately for the purpose of making decisions
about resource allocation and performance assessment prior to charges for tax, depreciation and amortisation.
The Board of S4Capital Group uses net revenue rather than revenue to manage the Company due to the fluctuating
amounts of direct costs, which form part of revenue.
No analysis of the assets and liabilities of each reportable segment is provided to the CODM in the monthly
management accounts; therefore, no measure of segmental assets or liabilities is disclosed in this Note.
The following is an analysis of the Group’s net revenue and results by reportable segments:
Data&Digital Technology
Content Media Services Total
2022 £’000 £’000 £’000 £’000
Revenue 755,422 220,498 93,569 1,069,489
Net revenue 582,713 216,818 92,161 891,692
Segment profit1 74,053 39,870 36,137 150,060
Overhead costs (25,888)
Adjusted non-recurring and acquisition related expenses2 (170,533)
Depreciation, amortisation and impairment3 (88,935)
Net finance costs and gain on net monetary position (24,370)
Loss before income tax (159,666)
Notes:
1. Including £16.8m related to depreciation and impairment of right-of-use assets.
2. Comprised of acquisition and restructuring expenses (£155.9 million) and share-based payment costs (£14.7 million). See Note 6.
3. Excluding £16.8m related to depreciation and impairment of right-of-use assets.
2021 £’000 £’000 £’000 £’000
Revenue 513,433 165,646 7,522 686,601
Net revenue 385,552 167,079 7,632 560,263
Segment profit1 52,286 55,024 3,087 110,397
Overhead costs (9,410)
Adjusted non-recurring and acquisition related expenses2 (97,372)
Depreciation, amortisation and impairment3 (45,670)
Net finance costs and loss on net monetary position (13,595)
Loss before income tax (55,650)
Notes:
1. Including £10.8m related to depreciation of right-of-use assets.
2. Comprised of acquisition and restructuring expenses (£83.5 million) and share-based payment costs (£13.9 million). See Note 6.
3. Excluding £10.8m related to depreciation and impairment of right-of-use assets.
Segment profit represents the profit earned by each segment without allocation of the share of loss of joint ventures,
central administration costs including Directors’ salaries, finance income, non-operating gains and losses, and income
tax expense. This is the measure reported to the Group’s Board of Directors for the purpose of resource allocation and
assessment of segment performance.
B. Information about major customers
S4Capital Group has an attractive and expanding client base with seven clients providing more than £20 million of
revenue per annum representing 39% of the Group’s revenue. During the year ended 31 December 2021 five clients
provided more than £20 million of revenue representing 31% of the Group’s revenue.
One customer accounted for more than 10% of the Group’s revenue during the year, contributing £187.5 million.
The revenue from this customer was attributable to both the Content and Data&Digital Media segments. For the prior
year, one customer accounted for more than 10% of the Group’s revenue, contributing £94.2 million. The revenue from
this customer was attributable to both the Content and Data&Digital Media segments.

continued
5. Segment information continued

C. Geographical information
The Group’s revenue, net revenue and non-current assets by geographical segment is shown below. Non-current
assets exclude deferred tax assets.
Europe,
Middle East
The Americas & Africa Asia Pacific Total
2022 £’000 £’000 £’000 £’000
Revenue 776,359 210,870 82,260 1,069,489
Net revenue 673,785 156,158 61,749 891,692
Non-current assets 824,348 397,555 41,235 1,263,138
Europe,
Middle East
The Americas & Africa Asia Pacific Total
2021 £’000 £’000 £’000 £’000
Revenue 452,608 166,133 67,860 686,601
Net revenue 391,117 115,957 53,189 560,263
Non-current assets 624,182 378,050 40,025 1,042,257
6. Operating expenses
2022 2021
Personnel expenses1 £’000 £’000
Wages and salaries 544,247 327,653
Social security costs2 79,245 42,452
Defined contribution pension costs 15,660 9,045
Share-based payments2 14,216 13,876
Other personnel costs 28,704 19,511
Total 682,072 412,537
Notes:
1. Contingent consideration is disclosed separately from personnel expenses, as part of Acquisition expenses below.
2. Social security costs includes £0.4 million of social security relating to share-based payments.
The key management personnel comprise the Directors of the Group. Details of compensation for key management
personnel are disclosed on pages 105 to 106.
Monthly average number of employees by segment 2022 2021

Content 5,707 4,210
Data&Digital Media 2,432 1,425
Technology Services 597 138
Central 36 21
Total 8,772 5,794
Monthly average number of employees by geography 2022 2021

The Americas 5,859 3,639
Europe, Middle East and Africa 1,966 1,524
Asia Pacific 947 631
Total 8,772 5,794
2022 2021
Acquisition and restructuring expenses £’000 £’000
Advisory, legal, due diligence and related costs 7,912 10,485
Restructuring costs 4,900 –
Acquisition related bonuses 413 761
Contingent consideration 172,415 70,505
Contingent consideration fair value (gain)/loss (29,767) 1,745
Total 155,873 83,496
0 1 2 3 4
2022 2021
Depreciation, amortisation and impairment £’000 £’000
Depreciation of property, plant and equipment 10,076 6,179
Depreciation of right-of-use assets 16,313 10,786
Amortisation of intangible assets 57,011 39,491
Impairment of goodwill 15,165 –
Impairment of intangible assets 6,683 –
Impairment of right-of-use assets 463 –
Total 105,711 56,456
2022 2021
Other operating expenses £’000 £’000
IT expenses 29,901 16,320
Consultancy fees 6,846 6,161
Accounting and administrative service fees 10,846 5,011
Lease costs 5,984 4,448
Sales and marketing costs 5,938 3,713
Legal fees 4,996 3,229
Travel and accommodation costs 8,627 2,318
Insurance fees 2,460 1,807
Impairment loss recognised on trade receivables 930 1,797
Other general and administrative costs 6,799 5,025
Total 83,327 49,829
Lease costs mainly relate to short term and low value lease costs under IFRS 16.
Audit fees included in general and administrative costs are as follows:
2022 2021
Audit fees £’000 £’000
Group audit fees 4,161 550
Subsidiary audit fees 38 1,146
Total – current year 4,199 1,696
Group audit fees – prior year 1,682 –
Total audit fees 5,881 1,696
Audit related assurance services to the Group 300 130
Total audit and non-audit fees 6,181 1,826
Audit related assurance services to the Group relates to the fee charged for the half-year review. No other fees were
payable to PWC LLP.
7. Finance income and expenses

2022 2021
Finance income £’000 £’000
Interest income 1,493 1,032
Total 1,493 1,032
2022 2021
Finance costs £’000 £’000
Interest on bank loans and overdrafts (14,324) (6,169)
Interest on lease liabilities (2,146) (1,602)
Discounting of contingent consideration (1,465) –
Other finance costs (9,265) (5,512)
Total (27,200) (13,283)


continued
8. Income tax expense

The corporate income tax charge comprises the following:
2022 2021
£’000 £’000
Current tax for the year (18,219) (12,638)
Adjustments for current tax of prior years 235 620
Total current tax (17,984) (12,018)
Movement in deferred tax liabilities 8,383 6,594
Movement in deferred tax assets 9,633 4,359
Income tax credit / (expense) in profit or loss 32 (1,065)
2022 2021
£’000 £’000
Tax credit at the UK rate of 19% (2021: 19%) 30,337 10,574

Tax effect of amounts which are non-deductible (29,330) (12,840)
Differences in overseas tax rates (975) 581
Adjustment for current taxes of prior years – 620
Income tax credit / (expense) in profit or loss 32 (1,065)
The applicable tax rate is based on the proportion of the contribution to the result by the Group entities and the tax
rate applicable in the respective countries. The applicable tax rate in the respective countries ranges from 0% to 35%.
The effective tax rate for the year deviates from the applicable tax rate mainly because of non-deductible items, amortisation,
accelerated capital allowances over depreciation on plant, property and equipment and differences in overseas tax rate.
9. Earnings per share

2022 2021
Loss attributable to shareowners of the Company (£’000) (159,634) (56,715)
Weighted average number of Ordinary Shares 590,667,949 551,752,618
Basic loss per share (pence) (27.0) (10.3)
Earnings per share is calculated by dividing the loss attributable to the shareowners of the S4Capital Group by the
weighted average number of Ordinary Shares in issue during the year.
2022 2021
Loss attributable to shareowners of the Company (£’000) (159,634) (56,715)
Weighted average number of Ordinary Shares 590,667,949 551,752,618
Diluted loss per share (pence) (27.0) (10.3)
Diluted loss per share is calculated by dividing the loss attributable to the shareowners of the S4Capital Group by the
weighted average number of Ordinary Shares in issue including effect of dilutive potential Ordinary Shares during
the year.
There are A1/A2 incentive shares that would be potentially dilutive if the Company were to recognise a profit
attributable to shareowners in the future and if the growth target (as detailed on page 110) is met. Further details of
these shares can be found in Note 23.

0 1 2 3 4
10. Goodwill
2022 20211
Net book value £’000 £’000
At 1 January 624,989 498,113
Acquired through business combinations 53,380 135,338
Impairments (15,165) –
Foreign exchange differences 57,161 (8,462)
At 31 December 720,365 624,989
Note:
1. The comparatives as at 31 December 2021 have been restated for measurement period adjustments in respect of business combinations and re-
presented for consistency with the presentation for the year ended 31 December 2022. See Note 2.
During the year an amount of £53.4 million has been acquired through business combinations. See Note 4.
Goodwill represents the excess of consideration over the fair value of the Group’s share of the net identifiable assets of
the acquired subsidiary at the date of acquisition.
Goodwill – impairment testing
Goodwill acquired through business combinations is allocated to CGUs for the purpose of the impairment test.
The goodwill balance is allocated to the following CGUs:
2022 20211
£’000 £’000
Content 393,252 372,305
Data&Digital Media 241,014 210,347
Technology Services 86,099 42,337
Total 720,365 624,989
Note:
1. The comparatives as at 31 December 2021 have been restated for measurement period adjustments in respect of business combinations and re-
presented for consistency with the presentation for the year ended 31 December 2022. See Note 2.
The recoverable amount for each CGU is determined using a value-in-use calculation. In determining the value in use,
the Group uses forecasted revenue and profits adjusted for non-cash transactions to generate cash flow projections.
The forecasts are prepared by management based on Board approved business plans for each CGU which reflect
result expectations, including the impact of inflation, cash performance and historic trends.
An underlying revenue growth rate of 14.5% to 57.6% (2021: 21% to 45%) per annum depending on the practice in
years one to three have been used accordingly. Beyond the explicit three year forecast period, a two year transition
period bridging the revenue growth to the assessed long term growth rate has been used. Following the fourth year, a
long term growth rate has been applied in perpetuity. A terminal value has been applied using an underlying long term
growth rate of 2.0% (2021: 2.0%). The cash flows have been discounted to present value using a pre-tax discount rate
which was between 11.2% and 11.9% (2021: 9.4% and 9.8%) depending on the CGU. The value-in-use exceeds the
carrying amount of the CGUs by two to three times.
Sensitivity analysis has been carried out by adjusting the respective CGU discount rates and growth rates. Based on
the Group’s sensitivity analysis, no indications of impairment have been identified. In carrying out the impairment
review, management believes that there are no CGUs where reasonably possible changes to the underlying
assumptions exist that would give rise to an impairment.
During the end of the reporting period, the Group assessed there to be an indicator of impairment in relation to the
goodwill, customer relationships and brand names relating to 4 Mile. The indicator of impairment was as a result of the
actual performance of 4 Mile being significantly lower than forecasted. As a result of the impairment review, the Group
recognised an impairment of goodwill of £15.2 million for 4 Mile. 4 Mile is part of the DDM segment but the business
has not yet been integrated and is monitored separately by the Group. The intangible assets relating to customer
relationships, brand names and other intangible assets were also impaired by £6.1 million, £0.3 million and £0.3 million
respectively to the value in use recoverable amount. The impairment of goodwill and intangible assets has been
recognised within the consolidated statement of profit or loss within depreciation, amortisation and impairment.


continued
11. Intangible assets

Customer Order
relationships Brands Backlog Other Total
£’000 £’000 £’000 £’000 £’000
Cost
At 1 January 2021 307,120 18,557 11,794 11,207 348,678
Acquired through business combinations 86,552 2,804 3,547 829 93,732
Additions – – – 3,458 3,458
Disposals – – – (117) (117)
Foreign exchange differences (4,632) (478) (354) (174) (5,638)
At 31 December 20211 389,040 20,883 14,987 15,203 440,113
Acquired through business combinations 104,229 3,237 7,846 325 115,637
Additions – – – 1,512 1,512
Disposals – – (22,915) – (22,915)
Foreign exchange differences 38,534 1,960 614 1,381 42,489
At 31 December 2022 531,803 26,080 532 18,421 576,836
Customer Order
relationships Brands Backlog Other Total
£’000 £’000 £’000 £’000 £’000
Accumulated amortisation and impairment
At 1 January 2021 (32,243) (3,121) (7,604) (2,757) (45,725)
Charge for the year (26,762) (3,312) (6,380) (3,037) (39,491)
Foreign exchange differences 842 47 326 177 1,392
At 31 December 20211 (58,163) (6,386) (13,658) (5,617) (83,824)
Charge for the year (38,542) (5,554) (9,184) (3,731) (57,011)
Impairment (6,103) (277) – (304) (6,684)
Disposals – – 22,915 – 22,915
Foreign exchange differences (5,394) (622) (441) (614) (7,071)
At 31 December 2022 (108,202) (12,839) (368) (10,266) (131,675)
Net book value

At 31 December 2021 330,877 14,497 1,329 9,586 356,289
At 31 December 2022 423,601 13,241 164 8,155 445,161
The impairment of customer relationships, brands and other intangibles relates to 4 Mile. See Note 10.
Note:
1. The comparatives as at 31 December 2021 have been re-presented for consistency with the presentation for the year ended 31 December 2022.
See Note 2.

0 1 2 3 4
12. Leases
2022 2021
Right-of-use assets £’000 £’000
Balance at 1 January 36,608 26,830
Acquired through business combinations 709 6,022
Additions 29,926 15,487
Impairments (463) –
Disposals and modifications 663 (286)
Depreciation of right-of-use assets (16,313) (10,786)
Hyperinflation 2,535 –
Exchange rate differences 2,038 (659)
Balance at 31 December 55,703 36,608
2022 2021
Lease liabilities £’000 £’000
Balance at 1 January (41,968) (28,960)
Acquired through business combinations (709) (6,354)
Additions (26,946) (15,953)
Disposals and modifications (663) 74
Payment of lease liabilities 17,534 10,903
Charge to the income statement (2,146) (1,602)
Exchange rate differences (3,498) (76)
Balance at 31 December (58,396) (41,968)
Non-current lease liabilities (43,122) (31,423)

Current lease liabilities (15,274) (10,545)
Balance at 31 December (58,396) (41,968)
The right-of-use assets and lease liabilities primarily relate to offices.


continued
13. Property, plant and equipment

Leasehold Furniture and Office
improvements fixtures equipment Other assets Total
£’000 £’000 £’000 £’000 £’000
Cost
At 1 January 2021 9,507 2,530 12,814 211 25,062
Acquired through business combinations 452 547 1,145 683 2,827
Additions 2,027 310 7,965 817 11,119
Reclassification 305 307 832 73 1,517
Hyperinflation 155 47 294 17 513
Disposals (421) (150) (227) (403) (1,201)
Foreign exchange differences (442) (95) (857) (89) (1,483)
At 31 December 2021 11,583 3,496 21,966 1,309 38,354
Acquired through business combinations 110 76 797 – 983
Additions 5,885 1,104 8,687 703 16,379
Hyperinflation 1,217 172 2,115 238 3,742
Disposals (65) (136) (688) (140) (1,029)
Foreign exchange differences (502) 152 327 (267) (290)
At 31 December 2022 18,228 4,864 33,204 1,843 58,139
Accumulated depreciation and impairment

At 1 January 2021 (2,144) (1,149) (7,074) (158) (10,525)
Charge for the year (1,509) (482) (3,894) (294) (6,179)
Reclassification (305) (307) (832) (73) (1,517)
Hyperinflation (46) (24) (151) (4) (225)
Disposals 421 104 165 272 962
Foreign exchange differences 130 64 431 53 678
At 31 December 2021 (3,453) (1,794) (11,355) (204) (16,806)
Charge for the year (2,365) (664) (6,748) (299) (10,076)
Hyperinflation (372) (54) (1,197) (51) (1,674)
Disposals 65 136 688 140 1,029
Foreign exchange differences (166) (155) (605) 15 (911)
At 31 December 2022 (6,291) (2,531) (19,217) (399) (28,438)
Net book value

At 31 December 2021 8,130 1,702 10,611 1,105 21,548
At 31 December 2022 11,937 2,333 13,987 1,444 29,701
S4Capital Group has pledged the assets of its companies as security for a facility agreement.

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14. Interest in joint ventures

The Group, through its subsidiary S4Capital 2 Ltd a directly owned subsidiary, together with Stanhope Capital LLP
(Stanhope LLP), through its subsidiary Portman Square General Partner S.à r.l. (Stanhope), subscribed for the initial
€6,000 of shares each to incorporate S4S Ventures General Partner S.à r.l. (GP), a Luxembourg company. The GP
also controls S4S Ventures General Partner LLC. The GP has since established two S4S Ventures funds established in
Luxembourg and the US.
The Group has a 50% interest in the GP, a joint venture whose primary activity is to invest in technology companies
focused on the marketing and advertising industries, to focus on early-stage technology investments with the ability to
transform the sector. S4S aims to invest in companies across five principal areas: Martech, Adtech, Data Technology,
Creative Technology, and Emerging Digital Media/Content. The Group’s interest is accounted for using the equity
method in the consolidated financial statements. Summarised financial information of the joint venture, based on its
IFRS financial statements, and reconciliation with the carrying amount of the investment in the consolidated financial
statements are set out below:
Summarised balance sheet:
2022
£’000
Non-current assets 1
Current assets1 272
Current liabilities (391)
Net liabilities (118)
Group’s share of net liabilities – 50% (59)
Group’s carrying amount of the investment (59)
Note:
1. Includes cash and cash equivalents held by the joint venture of £171k.
Summarised statement of profit or loss:
2022
£’000
Revenue 709
Operating expense (836)
Loss for the year (127)
Other comprehensive expense –
Total comprehensive expense (127)
Group’s share of joint venture loss:
2022
£’000
Revenue 354
Operating expense (418)
Loss for the year (64)
Other comprehensive expense –
Total comprehensive expense (64)
Less: loss restricted to carrying value of investment1 59
Group’s share of joint venture loss (5)
Note:
1. The Group has not recognised losses totalling £59k (2021: £nil) in relation to its interests in S4S Ventures, because the Group has no obligation in
respect of these losses.
The joint venture had no other contingent liabilities or commitments as at 31 December 2022.


continued
15. Deferred tax assets and liabilities

Property
Intangible plant and Short term
assets equipment differences Total
Deferred tax assets £’000 £’000 £’000 £’000
At 1 January 2021 – – 2,068 2,068
Charge for the year – 173 4,186 4,359
Acquired through business combinations – 143 34 177
Foreign exchange differences – 6 (84) (78)
At 31 December 20211 – 322 6,204 6,526
Charge for the year 6,704 505 2,424 9,633
Foreign exchange differences 80 (82) 670 668
At 31 December 2022 6,784 745 9,298 16,827
Property
Intangible Loans and plant and
assets borrowings equipment Total
Deferred tax liabilities £’000 £’000 £’000 £’000
At 1 January 2021 (59,263) (211) (320) (59,794)
Acquired through business combinations (16,514) – (16,514)
Investments – – (31) (31)
Credited/(charged) to profit or loss 6,941 211 (558) 6,594
Foreign exchange differences 1,125 – (7) 1,118
At 31 December 20211 (67,711) – (916) (68,627)
Reclassification (405) – 405 –
Credited/(charged) to profit or loss 8,750 – (367) 8,383
Foreign exchange differences (5,647) – (69) (5,716)
At 31 December 2022 (65,013) – (947) (65,960)
Note:
re-presented for consistency with the presentation for the year ended 31 December 2022. See Note 2.
Recognition of the deferred tax assets is based upon the expected generation of future taxable profits.
Our expectation is based on long-term planning. The deferred tax asset is expected to be recovered in more than one
year’s time and the deferred tax liability will reverse in more than one year’s time as the intangible assets are amortised.

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16. Trade and other receivables

2022 2021
£’000 £’000
Trade receivables 349,600 271,747
Prepayments 16,443 14,516
Accrued income1 44,728 36,870
Other receivables 42,236 15,550
Total 453,007 338,683
Included in current assets 440,799 335,498

Included in non-current assets 12,208 3,185
Total 453,007 338,683
Note:
1. The accrued income as at 31 December 2021 has been fully billed in 2022.
17. Cash and cash equivalents

The cash and cash equivalents in the statement of cash flows is made up as follows:
2022 2021
£’000 £’000
Cash and bank 223,574 301,021
Bank overdrafts included under loans and borrowings (16) (1,899)
Cash and cash equivalents 223,558 299,122
18. Trade and other payables

2022 20211
£’000 £’000
Trade payables (251,641) (204,985)
Accruals (102,757) (51,353)
Deferred income2 (65,639) (58,887)
Provisions (2,861) –
Sales taxes (1,194) (838)
Wage taxes and social security contributions (9,972) (10,112)
Other payables (14,794) (11,586)
Total (448,858) (337,761)
Included in current liabilities (443,171) (334,916)

Included in non-current liabilities (5,687) (2,845)
Total (448,858) (337,761)
Notes:
2. The deferred income as at 31 December 2021 has been fully recognised in the results of 2022.


continued
19. Loans and borrowings

Senior Interest on
secured term Transaction Facilities
Bank loans loan B (TLB) costs Agreement Total
Loans and borrowings £’000 £’000 £’000 £’000 £’000
Balance at 1 January 2021 91,285 – (844) – 90,441
Drawdowns 24,632 318,938 (8,379) – 335,191
Acquired through business combinations 2,760 – – – 2,760
Loans Waived (1,592) – – – (1,592)
Repayments (110,895) – – (5,530) (116,425)
Charged to profit-or-loss – – 1,283 6,169 7,452
Exchange rate differences (2,864) (3,833) (21) (15) (6,733)
Total transactions during the year (87,959) 315,105 (7,117) 624 220,653
Balance at 31 December 2021 3,326 315,105 (7,961) 624 311,094
Drawdowns 16 – – – 16
Acquired through business combinations 258 – – – 258
Loans Waived (266) – – – (266)
Repayments (2,790) – – (13,543) (16,333)
Charged to profit-or-loss – – 1,320 13,543 14,863
Exchange rate differences 45 17,471 (283) 34 17,267
Total transactions during the year (2,737) 17,471 1,037 34 15,805
Balance at 31 December 2022 589 332,576 (6,924) 658 326,899
Included in current liabilities 16 – – 658 674
Included in non-current liabilities 573 332,576 (6,924) – 326,225
A. Facility agreement
S4Capital Group has a facility agreement, consisting of a Term Loan B (TLB) of EUR 375 million and a multicurrency
Revolving Credit Facility (RCF) of £100 million. During 2022, the RCF remained fully undrawn. The interest on the
facilities is the aggregate of the variable interest rate (EURIBOR, LIBOR or, in relation to any loan in GBP, SONIA) and
a margin based on leverage (between 2.25% and 3.75%). The duration of the facility agreement is seven years in
relation to the TLB, therefore the termination date is August 2028, and five years in relation to the RCF, therefore the
termination date is August 2026.
During the reporting period, the average interest rate of the outstanding loans amounted to 4.76% (2021: 2.96%).
The average effective interest rate for the outstanding loans is 4.06% (2021: 2.93%) and during the period interest
expense of £13.5 million was recognised (2021: £6.2 million).
The facility agreement imposes certain covenants on the Group. The loan agreement states that (subject to certain
exceptions) S4Capital Group will not provide any other security over its assets and receivables and will ensure that
the net debt will not exceed 4.50:1 of the pro-forma earnings before interest, tax, depreciation, and amortisation,
measured at the end of any relevant period of 12 months ending each semi-annual date in a financial year. During the
year S4Capital Group complied with the covenants set in the loan agreement.

0 1 2 3 4
20. Financial instruments

The Board of Directors of S4Capital plc has overall responsibility for the determination of the Group’s risk management
objectives and po licies. 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; and
• Liquidity risk.
The 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 trade and other receivables, cash and cash equivalents,
accrued income, trade and other payables, loans and borrowings, contingent consideration and lease liabilities.
Fair values of the Group’s financial assets and liabilities are categorised into different levels in a fair value hierarchy
based on 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).
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
2022 2021
Financial assets £’000 £’000
Financial assets held at amortised cost
Cash and cash equivalents 223,574 301,021
Trade receivables 349,600 271,747
Accrued income 44,728 36,870
Other receivables 42,236 12,365
Total 660,138 622,003
2021
2022 Restated1
Financial liabilities £’000 £’000
Financial liabilities held at amortised cost
Trade and other payables (369,192) (265,079)
Loans and borrowings (326,899) (311,094)
Lease liabilities (58,396) (41,968)
Financial liabilities held at fair value through profit and loss
Contingent consideration and holdbacks (188,607) (118,426)
Total (943,094) (736,567)
Note:


continued
20. Financial instruments continued

The following table categorises the Group’s financial liabilities held at fair value on the consolidated balance sheet.
There have been no transfers between levels during the year.
2021 2021
2022 2022 Fair value Level 3
Fair value Level 3 Restated1 Restated1
Financial liabilities held at fair value £’000 £’000 £’000 £’000
Contingent consideration and holdbacks 188,607 188,607 118,426 118,426
Total 188,607 188,607 118,426 118,426
Note:
1. The comparatives as at 31 December 2021 have been restated for measurement period adjustments in respect of business combinations. See Note 2.
The following table shows the movement in contingent consideration and holdbacks.
Performance Employment
linked linked
contingent contingent
consideration consideration Holdbacks Total
Contingent consideration and holdbacks £’000 £’000 £’000 £’000
Balance at 1 January 2021 57,885 1,732 10,306 69,923
Acquired through business combinations 45,968 – 12,145 58,113
Recognised in consolidated statement of profit and loss – 72,250 – 72,250
Cash paid (19,281) (9,985) (5,958) (35,224)
Equity settlement (41,527) (5,718) – (47,245)
Exchange rate differences (80) 383 306 609
Balance at 31 December 20211 3 42,965 58,662 16,799 118,426
Acquired through business combinations 12,450 – 14,232 26,682
Recognised in consolidated statement of profit and loss2 (13,067) 155,599 1,581 144,113
Cash paid (16,949) (38,936) (9,437) (65,322)
Equity settlement (19,126) (35,449) – (54,575)
Exchange rate differences 4,677 11,818 2,788 19,283
Balance at 31 December 2022 10,950 151,694 25,963 188,607
Included in current liabilities 40,744 40,866 5,067 86,677

Included in non-current liabilities 2,221 17,796 11,732 31,749
Included in current liabilities 10,950 151,694 14,685 177,329

Included in non-current liabilities – – 11,278 11,278
Notes:
1. The comparatives as at 31 December 2021 have been restated for measurement period adjustments in respect of business combinations. See Note 2.
2. Includes a charge of £172.4 million relating to employment linked contingent consideration and holdback deemed remuneration, a credit of
£29.8 million relating to a fair value gain and a charge of £1.5 million relating to the impact of discounting.
3. In the prior year we referred to the employment linked contingent consideration as £67.9 million, however, this should have been £58.7 million as
reflected in the table above.
Where the contingent consideration conditions have been satisfied, the Group recognises deferred equity
consideration, which is included within Other Reserves. See Note 21.
The fair value of the performance linked contingent consideration has been determined based on management’s best
estimate of achieving future targets to which the consideration is linked. The most significant unobservable input used
in the fair value measurements is the future forecast performance of the acquired business. The fair value is assessed
and recognised at the acquisition date, and reassessed at each balance sheet date thereafter, until fully settled,
cancelled or expired. Any change in the range of future outcomes is recognised in the consolidated statement of profit
or loss as a fair value gain or loss. The impact of discounting on the performance linked contingent consideration
is £1.5 million for the year (2021: £nil). During the year ended 31 December 2022, a fair value gain of £14.6 million
(2021: £nil) was recognised in the consolidated statement of profit or loss.

0 1 2 3 4
The fair value of the employment linked contingent consideration has been determined based on management’s best
estimate of achieving future targets to which the consideration is linked. The most significant unobservable input used
in the fair value measurements is the future forecast performance of the acquired business. The fair value is assessed
at the acquisition date, and systematically accrued over the respective employment term. Any changes in the range of
future outcomes are recognised in the consolidated statement of profit or loss as a fair value gain or loss. During the
year ended 31 December 2022, £155.6 million (2021: £72.3 million) was recognised the consolidated statement of
profit or loss. The £155.6 million (2021: £72.3m) comprised a charge of £170.8 million (2021: £72.3 million) relating to
the systematic accrual of the employment linked contingent consideration and a fair value gain of £15.2m (2021: £nil).
Holdbacks relate to amounts held by the Group to cover and indemnify the Group against certain acquisition costs
and any damages. The fair value of the holdbacks has been determined based on management’s best estimate of the
level of the costs incurred and any damages expected to which the holdback is linked, which is the most significant
unobservable input used in the fair value measurement. During the year ended 31 December 2022, a charge of
£1.6 million (2021: £nil) has been recognised in the consolidated statement of profit or loss, which related to holdbacks
liabilities linked to employment. No further amounts are to be charged to the consolidated statement of profit or loss.
A. Market risk
Market risk arises from the 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 19. S4Capital Group manages the interest rate risk centrally.
The Group’s treasury function reviews its risk management strategy on a regular basis and will, as appropriate, enter
into derivative financial instruments in order to managing interest rate risk.
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 if all other variables are held constant:
2022 2021
£’000 £’000
Bank loans 333,165 319,055
+/- 1% impact 3,332 3,191
The contractual repricing or maturity dates, whichever dates are earlier, and effective interest rates of borrowings are
disclosed in Note 19.
Foreign exchange risk
Foreign exchange risk is the risk that movements in exchange rates affect the profitability of the business.
Management estimate that for a 1 cent change in the exchange rate between USD and GBP, net revenue will
change by approximately £5-6 million, and operational EBITDA will change by approximately £1-2 million.
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 Group considers the need to hedge its exposure as appropriate and, if needed, will enter into forward foreign
exchange contracts to mitigate any significant risks.


continued

A. Market risk continued
The S4Capital Group’s gross exposure to foreign exchange risk is as follows:
Other
GBP USD EUR currencies Total
At 31 December 2022 £’000 £’000 £’000 £’000 £’000
Trade receivables 15,749 226,274 41,203 66,374 349,600
Cash and cash equivalents 7,660 140,385 24,293 51,236 223,574
Trade payables (9,998) (174,464) (27,554) (39,625) (251,641)
Loans and borrowings (14) – (333,809) – (333,823)
Financial assets/(liabilities) 13,397 192,195 (295,867) 77,985 (12,290)
+/- 10% impact – 19,220 (29,587) 7,799 (2,568)
Other
GBP USD EUR currencies Total
At 31 December 2021 £’000 £’000 £’000 £’000 £’000
Trade 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 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)
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 exposed to credit risk primarily attributable to its receivable
balance from customers. 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.
The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected
loss allowance for all trade receivables. The loss allowance for other receivables is based on the three stage expected
credit loss model. No other receivables have had material impairment.

0 1 2 3 4
To measure the expected credit losses, trade receivables and accrued income have been grouped based on shared
credit risk characteristics and the days past due. The expected loss rates are based on the payment profiles of sales
over a period of 36 months before the end of the period and the corresponding historical credit losses experienced
within this period. The historical loss rates are adjusted to reflect current- and forward-looking information on
macroeconomic factors affecting the ability of the customers to settle the receivables. On that basis, the loss
allowance for trade receivables is determined as follows:
Gross trade Impairment Net trade

Expected Credit receivables provision receivables
Trade receivables Loss Rate £’000 £’000 £’000
Not passed due 0.20-0.25% 281,721 (629) 281,092
Past due 1 day to 30 days 0.40-0.50% 48,961 (229) 48,732
Past due 31 days to 60 days 0.60-1.00% 9,565 (75) 9,490
Past due more than 90 days 1.00-7.50% 4,942 (283) 4,659
Individual debtors in default up to 100% 4,495 (4,495) –
Balance at 31 December 2022 355,394 (5,794) 349,600
Gross trade Impairment Net trade

Expected Credit receivables provision receivables
Trade receivables Loss Rate £’000 £’000 £’000
Not passed due 0.20-0.25% 211,214 (479) 210,735
Past due 1 day to 30 days 0.40-0.50% 45,117 (212) 44,905
Past due more than 90 days 1.00-7.50% 2,966 (252) 2,714
Individual debtors in default up to 100% 4,251 (4,251) –
Balance at 31 December 2021 277,067 (5,320) 271,747
Trade receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no
reasonable expectation of recovery include, amongst others, the failure of a debtor to engage in a repayment plan with
S4Capital Group. The changes in the loss allowance for trade receivables is as follows:
2022 2021
£’000 £’000
Balance at the beginning of the year 5,320 3,362
Business combinations 1,984 399
Utilised during the period (2,440) (238)
Charge for the year 930 1,797
Balance at the end of the year 5,794 5,320
Due to the short-term nature of the trade and other receivables, their carrying amount is considered to be the same as
their fair value.
The Group has pledged the assets of its material companies as security for a facility agreement. See Note 19 for
further information.


continued

B. Credit risk continued
Credit risk on cash and cash equivalents is considered to be small as the external counterparties are all substantial
banks with high credit ratings assigned by international credit rating agencies and are managed through regular review.
As per the end of the reporting period, credit ratings are summarised in the table below:
2022 2021
£’000 £’000
Aa 1 855 981
Aa 2 112,440 87,164
Aa 3 10,678 26,356
A1 46,135 161,853
A2 5,440 4,440
A3 3,052 520
Baa1 1,494 198
Baa 2 14,217 12,017
Baa 3 16,532 713
Ba 2 7,971 3,077
B2 – 334
No credit rating 4,760 3,368
Total cash and cash equivalents 223,574 301,021
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.
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 monitors its liquidity risk using a cash flow
projection model which considers the maturity of the Group’s assets and liabilities and the projected cash flows from
operations. 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 2022 £’000 £’000 £’000 £’000
Trade payables 251,641 – – –
Lease liabilities 17,476 14,540 26,555 5,558
Contingent consideration and holdbacks 177,329 5,457 5,821 –
Loans and borrowings 16 – 573 332,576
Interest payments 13,543 13,543 40,629 8,238
Total 460,005 33,540 73,578 346,372
More than
Within 1 year 1-2 years 2-5 years 5 years
At 31 December 2021 £’000 £’000 £’000 £’000
Trade payables1 204,985 – – –
Lease liabilities 10,545 6,378 17,824 7,221
Contingent consideration and holdbacks1 86,677 31,749 – –
Loans and borrowings 1,899 – 1,427 315,105
Interest payments 12,441 11,817 35,452 19,695
Total 316,547 49,944 54,703 342,021
Note:

0 1 2 3 4
D. Capital management
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.
As per the end of the reporting period, the Group’s net cash position is made up as follows:
2022 2021
£’000 £’000
Loans and borrowings (333,823) (319,055)
Cash and bank 223,574 301,021
Total (110,249) (18,034)
Changes in loans and borrowings, during the reporting period, arose due to the drawdowns and repayments of loans
and the bank overdrafts. See Note 19 for more details.
The Group’s capital as at the end of the reporting period is disclosed on page 137.
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.
The Group is not subject to externally imposed regulatory capital requirements.
21. Equity
A. Share capital and share premium
The authorised share capital of S4Capital plc contains an unlimited number of Ordinary Shares having a nominal value
of £0.25 per Ordinary Share. At the end of the reporting period, the issued and paid up share capital of S4Capital plc
consisted of 567,832,883 (2021: 555,307,572) Ordinary Shares having a nominal value of £0.25 per Ordinary Share.
On 28 September 2018 S4Capital issued 1 B share at a price of 100 pence per share to Sir Martin Sorrell. See the
Governance Report on page 85 for details.
The share premium is net of costs directly relating to the issuance of shares. In accordance with Section 612 of the
Companies Act 2006, merger relief has been applied on share for share exchanges. No share issuances in the current
or prior period qualified for merger relief.
Amount subscribed for share capital in excess of nominal value less transaction costs.
During the year ended 31 December 2022, £3.1 million and £21.7 million has been credited to share capital
and share premium in relation to the deferred equity consideration which have been issued during the period.
The amounts credited to share capital and share premium comprise of Zemoga (£0.9 million and £6.9m respectively),
Staud (£0.8 million and £4.4 million respectively), Dare.Win (£0.4 million and £2.6 million respectively), Miyagi
(£0.3 million and £1.4 million respectively), Jam3 (£0.3 million and £3.0 million respectively), Destined (£0.2 million
and £1.9 million respectively), WhiteBalance (£0.1 million and £0.6 million respectively) and Orca (£0.1 million and
£0.9 million respectively).
During the year ended 31 December 2021, £3.3 million and £82.7 million was credited to share capital and share
premium in relation to both initial equity consideration and deferred equity consideration, which wash issued
during the prior period. The amounts credited to share capital and share premium comprise of Jam3 (£0.9 million
and £20.4 million respectively), Cashmere (£0.4 million and £15.5 million respectively), Zemoga (£0.4 million and
£12.1 million respectively), Brightblue (£0.3 million and £8.0 million respectively), WhiteBalance (£0.2 million and
£4.1 million respectively), IMAgency (£0.2 million and £3.6 million respectively), Staud (£0.2 million and £3.2 million
respectively), Digodat (£0.2 million and £3.8 million respectively), Tomorrow (£0.1 million and £2.6 million respectively),
Destined (£0.1 million and £1.3 million respectively), Orca (£0.1 million and £4.3 million respectively), Miyagi (£0.1 million
and £0.6 million respectively) and Maverick (£0.1 million and £3.2 million respectively).


continued
21. Equity continued

B. Reserves
The following describes the nature and purpose of each reserve within equity:
Merger reserves by Amount subscribed for share capital in excess of nominal value less transaction costs as
merger relief required by merger relief. Further details are in section D below.
Other reserves Other reserves include treasury shares issued in the name of S4Capital plc to an employee
benefit trust, EBT pool C and MightyHive. Included within other reserves is the deferred
equity consideration relating to the initial deferred equity consideration and deferred equity
consideration following the achievement of contingent consideration criteria.
Foreign Legal reserve for foreign exchange translation gains and losses on the translation of the
exchange reserves financial statements of a subsidiary from the functional to the presentation currency.
Accumulated losses Accumulated losses represents the net loss for the year and all other net gains and losses
and transactions with shareowners (example dividends) not recognised elsewhere.
The following table shows the amount of deferred equity consideration, and number of shares, held in other reserves
by acquisition.
2022 2022 2021 2021

£’000 shares £’000 shares
TheoremOne 55,016 19,242,228 – –
Decoded 47,920 9,311,922 47,920 9,311,922
Raccoon 43,037 13,937,669 16,834 3,065,132
XX Artists 7,786 3,397,106 – –
Cashmere 6,878 827,710 6,878 827,710
Zemoga 8,721 2,319,841 5,361 690,242
4 Mile 2,264 427,206 – –
Destined 222 66,921 – –
Total 171,844 49,530,603 76,993 13,895,006
C. Non-controlling interest
On 24 May 2018, non-controlling interests arose as a result of the issuance of 4,000 A2 incentive shares by S4Capital
2 Ltd subscribed at fair value for £0.1 million and paid in full.
The incentive shares provide a financial reward to executives of S4Capital Group for delivering shareowner value,
conditional on achieving a preferred rate of return. The incentive shares entitle the holders, subject to certain
performance conditions and leaver provisions, up to 15%, of the growth in value of S4Capital 2 Ltd provided that
certain performance conditions have been met. Further details are within the Remuneration Report on page 110.
D. Share capital and merger reserve realisation
On 13 September 2022, the Group undertook a reduction of capital to effect the cancellation of: (i) the C ordinary
shares resulting from the capitalisation of the sum of £205,717,000 standing to the credit of the Company’s merger
reserve and; (ii) the entire amount standing to the credit of the Company’s share premium account (the Capital
Reduction) at that date, in order to create distributable reserves.
The Capital Reduction was approved by shareowners at the Company’s Annual General Meeting held on 16 June 2022.
As announced on 13 September 2022, the Capital Reduction was approved by the High Court of Justice of England
and Wales on 13 September 2022 and was registered by the Registrar of Companies on 21 September 2022. This will
provide the Group with the flexibility to make future purchases of its own shares and/or to make future ordinary course
dividends although, at this time, the Board confirms that it has no current plans to do so. The Board continues to review
the advisability of declaring a modest dividend in future.

0 1 2 3 4
22. Dividends
For both the current and prior year, no dividends were paid or proposed by S4Capital plc to its shareowners.
23. Share-based payments

As at 31 December 2022, a total number of 7,383,204 (31 December 2021: 9,897,066) shares are held by the Equity
Benefit Trust (EBT). The EBT will be used for future option schemes and bonus shares for employees.
Employee A1
Share All-employee incentive
Ownership Restricted incentive share
Plan stock units plan options Total
Awards movement during the reporting period ‘000 ‘000 ‘000 ‘000 ‘000
Outstanding at 1 January 2021 10,617 8,142 802 2 19,563
Granted 3,124 – – – 3,124
Exercised (260) (4,115) (218) – (4,593)
Lapsed (996) (250) (6) – (1,252)
Outstanding at 31 December 2021 12,485 3,777 578 2 16,842
Granted 6,741 – 46 – 6,787
Exercised (718) (1,751) (28) – (2,497)
Lapsed (3,103) (97) (2) – (3,202)
Outstanding at 31 December 2022 15,405 1,929 594 2 17,930
Exercisable at 31 December 2022 4,607
Within 1 year 2,474
1-2 years 7,578
2-5 years 3,271
Outstanding at 31 December 2022 17,930
Employee Share Ownership Plan (ESOP) – previously known as Discretionary Share Option Plan (DSOP)
In 2021, the S4Capital Group Board approved employee option schemes for key employees of 3,124,241 options over
S4Capital plc Ordinary Shares with an exercise price of between £nil and £8.04 and a maximum term of six years.
During 2022 an additional 6,741,277 options have been approved by the Board with an exercise price in the range
between £nil and £5.72 and a maximum term of four years. In accordance with IFRS 2, the Group recognises share-
based payment charges from the date of granting the option plans until the vesting of the option plans. Vesting of the
options are subject to S4Capital Group achieving year on year business performance targets and options holders
achieving personnel performance targets with continued employment. During 2022, 717,870 (2021: 260,446) options
were exercised with an average weighted exercise price of 7p.
During 2022 a total charge of £6.8 million (2021: £5.9 million) is recognised in relation to the ESOP and DSOP.
Restricted Stock Units (RSUs)
In December 2018, the S4Capital Group Board approved an employee option scheme of 8,952,610 RSUs over
S4Capital plc Ordinary Shares. During 2019 to 2022 no RSUs were approved. In accordance with IFRS 2, the
Group recognises a share-based payment charge from grant date until vesting date in relation to this option plan.
Vesting of the RSUs are subject to continued employment. During the reporting period a total of 1,750,783 shares
(2021: 4,114,655) were exercised by employees with an average exercise price of nil pence.
During 2022 a total charge of £0.3 million (2021: £0.9 million) is recognised in relation to the RSU plan.
A1 incentive share options
In 2019, the S4Capital Group Board approved 2,000 options over A1 incentive shares in S4Capital 2 Ltd to executives.
In accordance with IFRS 2, the Group recognises share-based payment charges from the date of granting the option
plans till the moment of vesting of the option plans. During 2022 a total charge of £7.1 million (2021: £7.1 million)
is recognised in relation to the A1 incentive share options. Full disclosure of these options is contained within the
Remuneration Report on page 110. These shares are potentially dilutive for the purposes of calculating diluted EPS if
the Company were to recognise a profit in future years and if the growth target (as detailed on page 110) is met.


continued
23. Share-based payments continued

A charge of £0.4m (2021: £nil) has been taken in the year in relation to employer social security costs on share-based
payment schemes.
Valuation methodology
For all of these schemes, the valuation methodology is based upon fair value on grant date, which is determined by
the market price on that date or the application of a Black-Scholes model, depending upon the characteristics of the
scheme concerned. The assumptions underlying the Black-Scholes model are detailed below. Market price on any
given day is obtained from external, publicly available sources.
During 2022, 3,168,258 granted options in the DSOP and ESOP plans have an exercise price in the range between
£1.51 and £5.72. The weighted average fair value of options granted in the year calculated using the Black-Scholes
model was as follows:
2022
Weighted average of fair value of options £0.38
Weighted average assumptions
Risk free rate 1.7%
Expected life (years) 4
Expected volatility 50%
Dividend yield n/a
Expected life is the weighted average life across all shares granted. Expected volatility is sourced from external market
data and represents the historical volatility of share prices of comparable company datasets over a period equivalent to
the expected option life.
The options were exercised on a regular basis during the period; the average share price in 2022 was £2.75
(2021: £6.20).
The range of exercise prices of the share options outstanding as at 31 December 2022 outstanding and the weighted
average remaining contractual life were as follows:
Number Exercise Remaining
of options price contractual life
Share options outstanding 12,339,051 £0.00 2023-2027
Share options outstanding 1,408,830 £1.42 2025
Share options outstanding 420,670 £1.51 2024-2026
Share options outstanding 577,710 £1.80 2027
Share options outstanding 2,478,300 £2.37 2023-2024
Total share options outstanding 17,929,704

0 1 2 3 4
24. Cashflow and net debt reconciliation

The following table shows the items included in the cash flows from operations:
2022 2021
Notes £’000 £’000
Cash flows from operating activities
Net finance costs 7 25,707 12,251
Depreciation, amortisation and impairment 6 105,711 56,456
Share-based payments 23 14,216 13,876
Acquisition, restructuring and other expenses 6 155,873 83,496
Contingent consideration paid 20 (38,936) (9,985)
Share of loss in joint venture 14 5 –
(Gain)/loss on the net monetary position (1,337) 1,344
Increase in trade and other receivables (48,682) (131,662)
Increase in trade and other payables 44,359 98,370
Cash flows from operations 97,250 68,496
The following table shows the reconciliation of net cash flow to movements in net debt:
Net debt
including
Borrowings lease
and overdraft Cash Net Debt Leases liabilities
£’000 £’000 £’000 £’000 £’000
Net debt as at 1 January 2021 (91,285) 142,052 50,767 (28,960) 21,807
Financing cash flows (232,099) 158,331 (73,768) 10,903 (62,865)
Acquired through business combinations (2,760) – (2,760) (6,354) (9,114)
Lease additions – – – (15,953) (15,953)
Foreign exchange adjustments 6,712 638 7,350 (76) 7,274
Interest expense (6,169) – (6,169) (1,602) (7,771)
Interest payment 5,530 – 5,530 – 5,530
Other 1,016 – 1,016 74 1,090
Net debt as at 31 December 2021 (319,055) 301,021 (18,034) (41,968) (60,002)
Financing cash flows 891 (95,778) (94,887) 17,534 (77,353)
Acquired through business combinations (258) – (258) (709) (967)
Lease additions – – – (26,946) (26,946)
Foreign exchange adjustments (17,550) 18,331 781 (3,498) (2,717)
Interest expense (13,543) – (13,543) (2,146) (15,689)
Interest payment 13,543 – 13,543 – 13,543
Other 2,149 – 2,149 (663) 1,486
Net debt as at 31 December 2022 (333,823) 223,574 (110,249) (58,396) (168,645)


continued
25. Retirement benefit schemes

During the period, as part of the TheoremOne acquisition, the Group acquired a defined benefit scheme. The scheme
has 31 active participants and is closed for future participants. No contributions were paid into the scheme during the
year ended 31 December 2022. The scheme is expected to cease during the year ending 31 December 2023.
Accounting assumptions
The assumptions used in calculating the accounting costs and obligations of the Group’s defined benefit pension
schemes, as detailed below, are set after consultation with independent, professionally qualified actuaries.
The discount rate used to determine the present value of the obligations is set by reference to market yields on high-
quality corporate bonds.
Principal accounting assumptions at balance sheet date
2022
Key assumptions used for IAS 19 valuation %
Discount rate 4.99%
Expected rate of pension adjustments 1.16%
Sensitivity of defined benefit obligations to key assumptions
The sensitivity of defined benefit obligations to changes in principal actuarial assumptions is shown below.
Increase/ Increase/
Change in (decrease) in (decrease) in
assumption obligations obligations
Basis points % £’000
Increase in discount rate 50 (1.5%) (36)
Amounts recognised in the consolidated statement of profit or loss are as follows:
2022
£’000
Net interest income 1
Total 1
Amounts recognised in the consolidated statement of comprehensive income are as follows:
2022
£’000
Actual return on plan assets, excluding interest income (95)
Experience adjustments on plan liabilities 202
Change in asset ceiling (108)
Total (1)
The movement in the present value of defined benefit obligations are as follows:
2022
£’000
At 1 January –
Acquired through business combinations 2,453
Interest expense 27
Actuarial gains arising from experience (202)
Movement in asset ceiling 108
At 31 December 2,386

0 1 2 3 4
The movement in fair values of plan assets are as follows:
2022
£’000
At 1 January –
Acquired through business combinations 2,453
Interest income 28
Actual return on plan assets, excluding interest income (95)
At 31 December 2,386
The amounts included in the consolidated balance sheet are as follows:
2022
£’000
Fair value of scheme assets 2,386
Present value of defined benefit obligations (2,386)
Total –
All figures above are shown before deferred tax.
Fair values of the assets held by the schemes were as follows:
2022
£’000
Government bonds 1,318
Cash 1,068
Total 2,386
26. Related party transactions

Compensation for key management personnel is made up as follows:
2022 2021
£’000 £’000
Short-term employee benefits 2,621 1,548
Share-based payments 7,394 7,144
Total 10,015 8,692
Details of compensation for key management personnel are disclosed on pages 105 to 106.
Interest in S4S Ventures
The Group, through its subsidiary S4Capital 2 Ltd a directly owned subsidiary, together with Stanhope Capital LLP
(Stanhope LLP), through its subsidiary Portman Square General Partner S.a r.l. (Stanhope), subscribed for the initial
€6,000 of shares each to incorporate S4S Ventures General Partner S.a r.l. (GP), a Luxembourg company. The GP
also controls S4S Ventures General Partner LLC. The GP has since established two S4S Ventures funds established in
Luxembourg and the US. See Note 14.
S4Capital Group did not have any other related party transactions during the financial year (2021: £nil).
27. Contingent liabilities

Capital commitments
Capital commitments represents capital expenditure contracted for at the end of the reporting period but not
yet incurred at the period end. At 31 December 2022, S4Capital Group has no capital commitments outstanding
(2021: £nil).
28. Events occurring after the reporting period

There were no material post balance sheet events, that require adjustment or disclosure, occurring between the
reporting period and the 12 April 2023.


continued
29. Interest in other entities

Subsidiaries
The Group’s subsidiaries at the end of the reporting period are set out below. Unless otherwise stated, they have
share capital consisting solely of Ordinary Shares that are held directly by the Group, and the proportion of ownership
interests held equals the voting rights held by the Group. S4Capital 2 Ltd has ordinary shares, 4,000 A2 incentive
shares, 2,000 options over A1 incentive shares as disclosed in Note 21. S4Capital plc directly holds effectively 100%
of the ordinary shares in S4Capital 2 Ltd. S4Capital plc indirectly holds effectively 100% of the ordinary shares in the
other entities.
Place of business/
Country of Ownership
Name of entity Address of the registered office incorporation interest % Principle activity
S4 Capital 2 Ltd 3rd Floor, 44 Esplanade Jersey 100 Holding company
St Helier, Jersey, JE4 9WG
S4 Capital 3rd Floor, 44 Esplanade Jersey 100 Financing company
Acquisitions 1 Ltd St Helier, Jersey, JE4 9WG
S4 Capital 3rd Floor, 44 Esplanade Jersey 100 Holding company
Acquisitions 2 Ltd St Helier, Jersey, JE4 9WG
APAC Holdings Ltd St Helier, Jersey, JE4 9WG
S4 Capital AUD 3rd Floor, 44 Esplanade Jersey 100 Financing company
Finance Ltd St Helier, Jersey, JE4 9WG
S4 Capital Australia c/- MinterEllison, Level 11, Australia 100 Holding company
Holdings Pty Ltd 1 Constitution Avenue
(Previously MediaMonks Canberra, CITY ACT 2601
Australia Holding Pty Ltd)
S4 Capital BRL Finance 12 St. James’s Place, London, United Kingdom 100 Financing company
Ltd SW1A 1NX
S4 Capital CAD 3rd Floor, 44 Esplanade Jersey 100 Financing company
4
S Capital Suite 1700, Park Place 666, Canada 100 Holding company
Canada 2 Ltd Burrard Street, Vancouver,
BC, V6C 2X8
S4 Capital EMEA Oude Amersfoortseweg 125, The Netherlands 100 Holding company
Holdings B.V. 1212 AA Hilversum
S4 Capital EUR 3rd Floor, 44 Esplanade Jersey 100 Financing company
S4 Capital France 43-47 Avenue de la Grande France 100 Holding company
Holdings SAS Armée, 75116 Paris
S4 Capital Germany Zielstattstraße 40 c/o BDO AG, Germany 100 Holding company
Holdings GmbH 81379, München
Holdings Ltd St Helier, Jersey, JE4 9WG
S4 Capital INR Finance 3rd Floor, 44 Esplanade Jersey 100 Financing company
Ltd St Helier, Jersey, JE4 9WG
S4 Capital 69 Neil Road, Singapore 100 Holding company
Investment Pte Ltd Singapore 088899
S4 Capital Italy Holdings Viale Abruzzi 94 Italy 100 Holding company
Srl CAP 20131 Milano
S4 Capital LUX Finance 20, rue Eugène Ruppert, Luxembourg 100 Financing company
S.àr.l. L-2453 Luxembourg
S4 Capital South 3rd Floor, 44 Esplanade Jersey 100 Holding company
America Holdings Ltd St Helier, Jersey, JE4 9WG

0 1 2 3 4
Place of business/
UK Holdings Ltd St Helier, Jersey, JE4 9WG
S4 Capital 251 Little Falls Drive, Wilmington, United States 100 Holding company
US Holdings LLC DE 19808. of America
S4 Korea Bidco Ltd 3F, 166, Toegye-ro, Republic of Korea 100 Holding company
Jung-gu, Seoul,
4 Mile Analytics Pty Ltd Suite 1003, Level 10, Australia 100 Data&Digital Media
28 Margaret St,
Sydney NSW, 2000
4 Mile LLC 877 Cedar St., #150, United States 100 Data&Digital Media
Santa Cruz CA 95060 of America
Bluetide, Avenida Lago Alberto 442 Torre Mexico 100 Content
S.A.P.I DE C.V. A- 404 Suite 558, PO BOX:
11320, Anahuac, II Seccion,
Miguel Hidalgo, Ciudad de
México
Brightblue The Hewett, 14 Hewett Street, United Kingdom 100 Content
Consulting Ltd London, EC2A 3NP
Brightblue The Hewett, 14 Hewett Street, United Kingdom 100 Holding company
Holdings Ltd London, EC2A 3NP
Cashmere 850 New Burton Road, United States 100 Content
Agency Inc Suite 201, City of Dover, of America
County of Kent,
Delaware 19904
Circus BA S.A. Tucumán 1, 4th. Floor, City of Argentina 100 Content
Buenos Aires, C1049AAA
Circus Carrera 16 Colombia 100 Content
Colombia, S.A.S No. 97 – 46 P 8, Bogota
Circus LAX LLC 3500 S Dupont HWY, Dover, United States 100 Holding company
Kent, Delaware, 19901 of America
Circus Marketing DF, Calle Lago Alberto Mexico 100 Content
S.A.P.I DE C.V 442 Torre A- 404 Suite 607,
PO BOX: 11320, Anahuac,
I Seccion, Miguel Hidalgo,
Ciudad de Mexico
Circus Marketing C/ Garcia Paredes No. 17, Spain 100 Content
Europa S.L. Interior Madrid 28010, Madrid
Circus Network Calle Lago Alberto Mexico 100 Holding company
Holding, S.A.P.I. DE C.V. 442 Torre A- 404 Suite 608,
Ciudad de Mexico
Circus Network Servicos Rua Girassol, 128, 3o andar, Brazil 100 Content
De Marketing Ltda Vila Madalena, 05433-000,
São Paulo, SP.
Citrusbyte, LLC (DBA 21550 Oxnard St, 3rd Floor, United States 100 Technology Services
TheoremOne, LLC) #11 Woodland Hills, CA 91367 of America


continued
29. Interest in other entities continued

Place of business/
Conversion Unit 6 Windsor Business United Kingdom 100 Data&Digital Media
Works Ltd Centre, Vansittart Estate,
Windsor, Berkshire,
SL4 1SP
Decoded Advanced 874, Walker Road, Suite C, United States 100 Content
Media LLC Dover County of Kent, of America
DE 19904
Decoded 874, Walker Road, Suite C, United States 100 Content
Advertising LLC Dover County of Kent, of America
DE 19904
Decoded Mercer & Hole, 21 Lombard United Kingdom 100 Content
Advertising UK Ltd Street, London, EC3V 9AH
Decoded 874, Walker Road, Suite C, United States 100 Content
Intelligence LLC Dover County of Kent, of America
DE 19904
Decoded US 850 New Burton Road, United States 100 Holding company
Holdco Inc Suite 201, Dover, of America
Delaware 19904
Destined 4 Pty Ltd Level 8, 32 West Street Australia 100 Data&Digital Media
North Sydney NSW 2060
Destined 5 Pte Ltd 30 Cecil Street, #19-08, Singapore 100 Data&Digital Media
Prudential Tower,
Singapore (049712)
Digocloud SAS CR 11 NO. 94 A Colombia 100 Data&Digital Media
25 OF 201 Bogotá
Digodat SA Tucumán 1, 4th. Floor, City Argentina 100 Data&Digital Media
of Buenos Aires C1049AAA
Digolab SPA La Capitanía nro 80, Chile 100 Data&Digital Media
Bloque Of Dpto
108 Las Condes, Santiago
Digosoft SRL de CV Goldsmith 40, ofna 9, Colonia Mexico 100 Data&Digital Media
Polanco, Delegación Miguel
Hidalgo, Ciudad de México,
CP 11550
Farzul SA Dr. Scoseria 2671 - Punta Uruguay 100 Content
Carretas - Montevideo
Firewood Gustavo Baz 2160, Edificio 3, Mexico 100 Content
Marketing Mexico piso 1, 54060 Tlalnepantla de
S. de R.L. de C.V. Baz, Estado de México, México
Firewood 850 New Burton Road United States 100 Content
Marketing Inc Suite 201, City of Dover, of America
County of Kent,
Delaware 19904
Firewood Marketing 3rd Floor Ulysses House, Ireland 100 Content
Ireland Ltd Foley Street, Dublin 1
Firewood Marketing 12 St. James’s Place, London, United Kingdom 100 Content
UK Ltd SW1A 1NX
Flying Nimbus SAS Tucumán 1, 4th. Floor, City Argentina 100 Data&Digital Media
of Buenos Aires C1049AAA
Formula Partners, LLC 2140 S. Dupont Highway United States 100 Technology Services
Camden, DE 19934 of America

0 1 2 3 4
Place of business/
Hilanders Room 303, 3/F., Golden Gate Hong Kong 100 Content
(Hong Kong) Ltd Commercial Building,
136-138 Austin Road, Tsim Sha
Tsui, Kowloon
IMAgency B.V. Danzigerbocht 41 C, 1013AM The Netherlands 100 Content
Amsterdam
IMAgency USA Inc 8 The Green, STE B B, Dover United States 100 Content
County of Kent, DE 19901 of America
Jam3 EMEA B.V. Van Diemenstraat 180, 1013CP The Netherlands 100 Content
Amsterdam
Jam3 Holding Inc Suite 1700, Park Place 666, Canada 100 Holding company
Burrard Street, Vancouver, BC,
V6C 2X8
Jam3 of America Inc 850 New Burton Road, Suite 201,United States 100 Content
Dover, Delaware 19904 of America
Lemma Solutions LLC 2140 S. Dupont Highway United States 100 Technology Services
Camden, DE 19934 of America
Lens10 Pty Ltd Level 5, 66 King Street, Australia 100 Data&Digital Media
Sydney NSW 2000
Made.for.Digital Inc 874 Walker Road, Suite C, United States 100 Content
County of Kent, Dover, of America
Delaware, 19904
Mamba Holding S.r.l, Milano (mi), Italy 100 Content
Viale Papiniano 44, 20123
Maverick Digital Inc 838 Walker Road, Suite 21-2, United States 100 Data&Digital Media
Dover, County of Kent, 19904, of America
Delaware.
Maverick Digital 25/30, Third Floor, Babaji India 100 Data&Digital Media
Services Pvt Ltd Complex, Tilak Nagar,
Delhi 110018
Media.Monks DDM Oude Amersfoortseweg 125, The Netherlands 100 Data&Digital Media
(Hilversum) B.V. 1212 AA Hilversum
Media.Monks 17 rue Martel – Paris (75010) France 100 Content
Paris SAS (previously
Darewin SAS)
Media.Monks Oude Amersfoortseweg 125, The Netherlands 100 Content
Publishing B.V. 1212 AA Hilversum
Media.Monks 27F., No.9, Songgao Rd., Taiwan 100 Data&Digital Media
Taiwan Co. Ltd Xinyi Dist., Taipei City 110,
(R.O.C.)
MediaMonks Arabian 8884 Airport Street, Kingdom of 100 Content
Company for Media 13413, Riyadh Saudi Arabia
Production LLC
MediaMonks HWL Ebsworth Level 14, Australia 100 Content
Australia Pty Ltd Australia Square,
264-278 George Street,
Sydney Cove NSW 2000
MediaMonks B.V. Oude Amersfoortseweg 125, The Netherlands 100 Content
1212 AA Hilversum


continued

Place of business/
MediaMonks Tucumán 1, 4th Floor, Argentina 100 Content
Buenos Aires SRL Buenos Aires
MediaMonks 410 The Hills, Buchanan South Africa 100 Content
Cape Town Pty Ltd Square, 160 Sir Lowry Road,
Woodstock 7925, Cape Town
MediaMonks FZ-LLC Dubai Media City Building 9, United Arab 100 Content
Third floor, unit 318, Dubai, Emirates
U.A.E.
MediaMonks Mollenbachstraße 3, Germany 100 Content
Germany GmbH 71229 Leonberg
MediaMonks 11/F, Unit B, Winbase Centre Hong Kong 100 Holding company
Hong Kong Ltd 208 Queen’s Road Central
Sheung Wang
MediaMonks Inc. 874, Walker Road, Suite C, United States 100 Content
Dover County of Kent, of America
DE 19904
MediaMonks Room 603-A09, P.R. China 100 Content
Information Technology East Building 1,
(Shanghai) Co. Ltd. No.29 Jiatai Road, China
(Shanghai) Pilot Free Trade
Zone 201206
MediaMonks Building 6, Premise Republic of 100 Content
Kazakhstan LLP 1, Saryarka Avenue, Kazakhstan
Saryarka District, city of
Nur-Sultan, 010000 (Z10H9E3)
MediaMonks The Hewett, 14 Hewett Street, United Kingdom 100 Content
London Ltd London, EC2A 3NP
MediaMonks No. 256B, Jalan Bandar 12, Malaysia 100 Content
Malaysia Sdn. Bhn. Taman Melawati,
Wilayah Persekutuan,
Kuala Lumpur, 53100
MediaMonks Amsterdam 271 Int 203, Mexico 100 Content
Mexico City Colonia Hipodromo, Delegación
S. de R.L. de C.V. Cuauhtemoc, CP 06100 CDMX
MediaMonks Oude Amersfoortseweg 125, The Netherlands 100 Holding company
Multimedia Holding B.V. 1212 AA Hilversum
MediaMonks Poland ul. SZCZYTNICKA, nr 11, lok. Poland 100 Content
Spółka Z Ograniczoną miejsc. WROCŁAW, kod 50-382,
Odpowiedzialnością poczta WROCŁAW
MediaMonks 125047, Moscow, VN.TER.G. Russian Federation 100 Content
Russia LLC Municipal District of Tverskoy,
4-TH Lesnoy Lane, D. 4, Floor 4
Rooms. I, COM. 23 Office 4107.
MediaMonks Sao Paolo Rua Fidalga, 184, Anexo 198, Brazil 100 Content
Serv. De Internet para Pinheiros, CEP: 05432-000, São
Publicidade Ltda. Paulo.
MediaMonks 3F, Heungguk BLDG, 166, Republic of Korea 100 Content
Seoul LLC Toegye-ro, Jung-gu, Seoul,
04627
MediaMonks 9 Raffles Place #26-01 Singapore 100 Content
Singapore Pte. Ltd. Republic Plaza, 048619

0 1 2 3 4
Place of business/
MediaMonks Norrlandsgatan 18, Sweden 100 Content
Stockholm AB 11143 Stockholm
MediaMonks 1-6-5 Jinnan, Shibuya Ku, Japan 100 Content
Tokyo G.K. Tokyo 150-0041
MediaMonks Suite 1700, Park Place, 666 Canada 100 Content
Toronto Ltd Burrard Street, Vancouver, BC
V6C 2X8
Metric Theory LLC 850 New Burton Road, Suite 201,United States 100 Data&Digital Media
MightyHive AB Norrlandsgatan 18, 111 43 Sweden 100 Data&Digital Media
Stockholm
MightyHive HWL Ebsworth Level 14, Australia 100 Data&Digital Media
AU Pty Ltd Australia Square,
264-278 George Street,
Sydney Cove NSW 2000
MightyHive Brazil Rua Girassol, 106, 1 andar, CEP: Brazil 100 Data&Digital Media
Consulting Ltda. 05433-000, Vila Madalena, São
Paulo
MightyHive 43-47 Avenue de la Grande France 100 Data&Digital Media
France SAS Armee, 75116 Paris
MightyHive Brienner StraBe 28, Germany 100 Data&Digital Media
Germany GmbH 80333 Munchen
MightyHive 333 Seymour Street, 8th Floor, Canada 100 Data&Digital Media
Holdings Ltd Vancouver BC V6B 5A7, Canada
MightyHive 47/F Central Plaza, 18 Harbour Hong Kong 100 Data&Digital Media
Hong Kong Ltd Road, Wanchhai
MightyHive Inc 850 New Burton Road, United States 100 Data&Digital Media
Suite 201, Dover, of America
Delaware 19904
MightyHive Shop No.2, Ram Niwas India 100 Data&Digital Media
India Pvt Ltd CHS Ltd., Ranchod Das Road,
Dahisar West, Mumbai 400068,
Maharashtra
MightyHive Information Room 07-130, Floor 08, No. 3, P. R. China 100 Data&Digital Media
Technology Lane 26, Qixia Road, China
(Shanghai) Co. Ltd (Shanghai) Pilot Free Trade
Zone (actual floor, 7th floor)
MightyHive K.K. 1 Chome 11-1, Nishiikebukuro, Japan 100 Data&Digital Media
Toshima-ku, Tokyo, 171-0021
MightyHive 3F, 166, Toegye-ro, Republic of Korea 100 Data&Digital Media
Korea Co. Ltd Jung-gu, Seoul
MightyHive Ltd The Pinnacle, United Kingdom 100 Data&Digital Media
160 Midsummer Boulevard,
Milton Keynes MK 9 1FF
MightyHive NZ Ltd William Buck (NZ) Ltd, New Zealand 100 Data&Digital Media
Level 4 Zurich House,
21 Queen Street,
Auckland, 1010
MightyHive 61 Robinson Road, Level 16 Singapore 100 Data&Digital Media
SG Ptd Ltd #12-61, Singapore, 068893


continued

Place of business/
MightyHive SRL Milano (MI) ViaLe Abruzzi Italy 100 Data&Digital Media
94 CAP 20131
Miyagi S.r.l. Milano (mi), Italy 100 Content
M-Monks Digital Flat No. 402, Paras Pearl, No. India 100 Content
Media Pvt. Ltd. 161, Greenglen Layout, Sarjapur
Outer Ring Rd, Bellandur,
Bangalore 0 560037, Karnataka
Orca Pacific 1100 Dexter Avenue North, United States 100 Data&Digital Media
Manufacturers Suite 200, Seattle, of America
Representatives LLC WA 98109-3598
Permundi Rua Dona Alexandrina, Brazil 100 Data&Digital Media
Agenciamento, No. 1346, Vila Monteiro,
Treinamentos e Gleba I, City of São Carlos,
Tecnologia Ltda. State of São Paulo, 13.560-290
Progmedia Ortiz de Ocampo 3302 Argentina 100 Data&Digital Media
Argentina SAS Building 1, 1st floor Office No. 7,
City of Buenos Aires
Proof LLC 21550 Oxnard St, 3rd Floor, United States 100 Technology Services
#11 Woodland Hills, CA 91367 of America
PT Media Equity Tower Building 35-37th Indonesia 100 Data&Digital Media
Monks Indonesia floor, JL. JEND. SUDIRMAN,
KAV 52-53, Desa/Kelurahan
Senayan, Kec. Kebayoran Baru,
Kota Adm. Jakarta Selatan,
Provinsi DKI Jakarta,
Kode Pos: 12190
Raccoon Rua Dona Alexandrina, Brazil 100 Data&Digital Media
Publicidade Ltda. No. 1346, Vila Monteiro,
Gleba I, City of São Carlos,
State of São Paulo, 13.560-290
Rewinda SAS 5 Rue Rebeval, Appt 50, France 100 Content
75019 Paris
Rocky Av. Irene da Silva Venâncio, Brazil 100 Data&Digital Media
Publicidade Ltda. number 199, GP 03A, Bairro
Protestantes, CEP: 18111-100
Staud Studios GmbH Mollenbachstraße 3, 71229 Germany 100 Content
Leonberg
Superhero 874 Walker Road, Suite C, United States 100 Content
Cheesecake Inc. Dover, County of Kent, of America
DE 19904
Tableau, Calle Lago Alberto Mexico 100 Content
S. DE R.L. DE C.V. 442 Torre A- 404 Suite 558,
Ciudad de Mexico
Technical Performance 21550 Oxnard St, 3rd Floor, United States 100 Technology Services
Services LLC #11 Woodland Hills, CA 91367 of America
The Monastery LLC 874, Walker Road, Suite C, Dover United States 100 Content
(Previously MediaMonks County of Kent, DE 19904 of America
Films LLC)

0 1 2 3 4
Place of business/
Toga S.r.l. Milano (mi), Italy 100 Content
Tomorrow Room 2385, No. 12, Lane 65, P.R. China 100 Content
(Shanghai) Ltd Huandong No.1 Road,
Fengjing Town,
Jinshan District, Shanghai
XX Artists LLC 12130 Millennium Dr., Suite 300 United States 100 Content
Los angeles, CA 90045 of America
Zemoga Inc 850 New Burton Road, Suite 201,United States 100 Technology Services
Zemoga SaS Calle 95 15-09 Bogota Colombia 100 Technology Services
PT Mightyhive Indonesia Gedung Revenue Lt. 23 Unit Indonesia 100 Data&Digital Media
23-122, Jl. Jenderal Sudirman
Kac. 52-53, Senayan, Kebayoran
Baru, Kota Adm. Jakarta Selatan,
DKI Jakarta
Joint Ventures
Place of business/
Name of entity Address of the registered office incorporation interest Principle activity
S4S Ventures General 412F, Route d’Esch L-1471, Luxembourg 50 Holding company
Partner S.À R.L. Luxembourg
S4S Ventures General 251 Little Falls Drive, Wilmington, United States of 50 Holding company
Partner LLC DE 19808 America

Company balance sheet

At 31 December 2022
2022 2021
Notes £’000 £’000
Assets
Fixed assets
Investments in subsidiaries 1 1,039,533 905,008
1,039,533 905,008
Current assets
Trade and other receivables 2 6,418 3,703
Cash and cash equivalents 3 41 3,454
6,459 7,157
Total assets 1,045,992 912,165
Liabilities
Current liabilities
Trade and other payables 4 (11,362) (3,413)
(11,362) (3,413)
Total liabilities (11,362) (3,413)
Net assets 1,034,630 908,752
Equity
Share capital 5 141,958 138,827

Reserves 5 892,672 769,925
Total equity 1,034,630 908,752
The Company reported a net loss for the financial year ended 31 December 2022 of £8.2 million (2021: £10.8 million
profit). The accompanying notes on pages 196 to 200 form an integral part of the financial statements.
The financial statements on pages 194 to 200 were approved by the Board of Directors on 13 April 2023 and signed
on its behalf by

Company’s registered number: 10476913

0 1 2 3 4
Company statement of changes in equity

Share Share Merger Other Retained

capital premium reserves reserves earnings Total
£’000 £’000 £’000 £’000 £’000 £’000
Balance at 1 January 2021 135,516 364,195 205,717 29,275 16,313 751,016
Profit for the year – – – – 10,835 10,835
Total comprehensive profit – – – – 10,835 10,835
Transactions with owners
of the Company
Business combinations 3,311 82,715 – 45,856 – 131,882
Employee share schemes – – – (110) 15,129 15,019
Balance at 31 December 2021 138,827 446,910 205,717 75,021 42,277 908,752
Loss for the year – – – – (8,189) (8,189)

Total comprehensive loss – – – – (8,189) (8,189)
Transactions with owners
of the Company
Business combinations 3,131 21,661 – 94,852 – 119,644
Capital reduction – (462,705) (205,717) – 668,422 –
Employee share schemes – – – 420 14,003 14,423
Balance at 31 December 2022 141,958 5,866 – 170,293 716,513 1,034,630
The accompanying notes on pages 196 to 200 form an integral part of the Company financial statements.

Notes to the Company financial statements
A. General
The Company financial statements are part of the 2022 financial statements of S4Capital plc. S4Capital plc is a listed
Company on the London Stock Exchange and has its registered office at 12 St James’s Place, London, SW1A 1NX,
United Kingdom. S4Capital plc (the Company) is a holding company for investments active in the digital advertising and
marketing services space.
B. Basis of preparation
The Parent Company balance sheet and related notes have been prepared under the historical cost convention and
in accordance with Financial Reporting Standard 100 Application of Financial Reporting Requirements (FRS 100) and
Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101). The Parent Company financial statements
have been prepared in accordance with the requirements of the Companies Act 2006 and The Large and Medium-
sized Companies and Groups (Accounts and Reports) Regulations 2008 (SI 2008/410).
In these financial statements, the Company has applied the exemptions available under FRS 101 in respect of the
following disclosures:
• Statement of Cash Flows and related Notes
• disclosures in respect of transactions with wholly owned subsidiaries
• disclosures in respect of capital management
• the effects of new but not yet effective IFRSs
• disclosures in respect of the compensation of Key Management Personnel.
As the Group consolidated financial statements (presented on pages 134 to 193) include the equivalent disclosures,
the Company has also taken the exemptions under FRS 101 available in respect of the following disclosures:
• IFRS 2 ‘Share-based Payment’ in respect of Group settled share-based payments certain disclosures required by
IFRS 13 ‘Fair Value Measurement’ and the disclosures required by IFRS 7 ‘Financial Instrument Disclosures’.
• No individual profit and loss account is prepared as provided by Section 408 of the Companies Act 2006.
C. UK-adopted international accounting standards

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.
D. New and amended standards and interpretations adopted by the Company

In the current year, the Company has applied a number of amendments to IFRS Accounting Standards issued by the
International Accounting Standards Board (IASB) that are mandatorily effective for an accounting period that begins on
or after 1 January 2022. Their adoption has not had any material impact on the disclosures or on the amounts reported
in these financial statements.
Amendments to IFRS 3 Reference to the Conceptual Framework
The Company has adopted the amendments to IFRS 3 Business Combinations. The amendments update IFRS 3 so
that it refers to the 2018 Conceptual Framework instead of the 1989 Framework. They also add to IFRS 3 a requirement
that, for obligations within the scope of IAS 37 Provisions, Contingent Liabilities and Contingent Assets, an acquirer
applies IAS 37 to determine whether at the acquisition date a present obligation exists as a result of past events.
For a levy that would be within the scope of IFRIC 21 Levies, the acquirer applies IFRIC 21 to determine whether the
obligating event that gives rise to a liability to pay the levy has occurred by the acquisition date.

0 1 2 3 4
Amendments to IAS 16 Property, Plant and Equipment – Proceeds before Intended Use
The Company has adopted the amendments to IAS 16 Property, Plant and Equipment. The amendments prohibit
deducting from the cost of an item of property, plant and equipment any proceeds from selling items produced before
that asset is available for use, i.e. proceeds while bringing the asset to the location and condition necessary for it to be
capable of operating in the manner intended by management. Consequently, an entity recognises such sales proceeds
and related costs in profit or loss. The entity measures the cost of those items in accordance with IAS 2 Inventories.
The amendments also clarify the meaning of ‘testing whether an asset is functioning properly’. IAS 16 now specifies
this as assessing whether the technical and physical performance of the asset is such that it is capable of being used
in the production or supply of goods or services, for rental to others, or for administrative purposes. If not presented
separately in the statement of comprehensive income, the financial statements shall disclose the amounts of proceeds
and cost included in profit or loss that relate to items produced that are not an output of the entity’s ordinary activities,
and which line item(s) in the statement of comprehensive income include(s) such proceeds and cost.
Amendments to IAS 37 Onerous Contracts – Cost of Fulfilling a Contract
The Company has adopted the amendments to IAS 37. The amendments specify that the cost of fulfilling a contract
comprises the costs that relate directly to the contract. Costs that relate directly to a contract consist of both the
incremental costs of fulfilling that contract (examples would be direct labour or materials) and an allocation of other
costs that relate directly to fulfilling contracts (an example would be the allocation of the depreciation charge for an
item of property, plant and equipment used in fulfilling the contract).
Annual Improvements to IFRS Accounting Standards 2018-2020 Cycle
The Company has adopted the amendments included in the Annual Improvements to IFRS Accounting Standards
2018-2020 Cycle. The Annual Improvements include amendments to four standards.
IFRS 9 Financial Instruments
The amendment clarifies that in applying the ‘10 per cent’ test to assess whether to derecognise a financial liability,
an entity includes only fees paid or received between the entity (the borrower) and the lender, including fees paid or
received by either the entity or the lender on the other’s behalf.
IFRS 16 Leases
The amendment removes the illustration of the reimbursement of leasehold improvements.
E. 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 2022 reporting periods and have not been early adopted by the Company. None of these are expected to
have a material impact on the Company in the current or future reporting periods.
F. Basis of accounting
The Company financial statements are prepared under the historical cost convention and on a going concern basis,
in accordance with the Companies Act 2006. The following paragraphs describe the main accounting policies, which
have been applied consistently.
Estimates and judgements
The preparation of the Financial Statements in conformity with generally accepted accounting principles requires
management to make estimates and judgements that affect the reported amounts of assets and liabilities at the
date of the Financial Statements and the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those judgements and estimates. There are no critical judgements or estimates
affecting the parent company.
Impairment of Investment in subsidiaries
The carrying value of the Company’s investments in subsidiaries have been disclosed in Note 1 and are assessed for
impairment on an annual basis. Determining whether the carrying value has any indication of impairment requires
judgement. In testing for impairment, estimates are used to determine cashflows and discount rates. The Company
follows the same valuation methodologies and assumptions as the Group’s annual impairment review as described in
Note 10 to the consolidated financial statements.


continued
F. Basis of accounting continued

Foreign currencies
Profit and loss account items in foreign currencies are translated into GBP at average rates for the relevant accounting
periods. Monetary assets and liabilities are translated at exchange rates prevailing at the date of the Company
balance sheet. Exchange gains and losses on loans and on short-term foreign currency borrowings and deposits are
included within net finance cost. Exchange differences on all other foreign currency transactions are recognised in
operating profit.
Taxation
The current tax payable is based on taxable profit for the year. Taxable profit differs from reported profit because
taxable profit excludes items that are either never taxable or tax deductible or items that are taxable or tax deductible
in a different period. The Company’s current tax assets and liabilities are calculated using tax rates that have been
enacted or substantively enacted by the reporting date.
Deferred tax is provided using the balance sheet liability method, providing for temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.
Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the
asset can be utilized. This requires judgements to be made in respect of the availability of future taxable income.
No deferred tax asset or liability is recognised in respect of temporary differences associated with investments in
subsidiaries and branches where the Company is able to control the timing of reversal of the temporary differences and
it is probable that the temporary differences will not reverse in the foreseeable future.
The Company’s deferred tax assets and liabilities are calculated using tax rates that are expected to apply in the period
when the liability is settled or the asset realized based on tax rates that have been enacted or substantively enacted by
the reporting date.
Accruals for tax contingencies require management to make judgements of potential exposures in relation to tax
audit issues. Tax benefits are not recognised unless the tax positions will probably be accepted by the authorities.
This is based upon management’s interpretation of applicable laws and regulations and the expectation of how the tax
authority will resolve the matter. Once considered probable of not being accepted, management reviews each material
tax benefit and reflects the effect of the uncertainty in determining the related taxable result.
Accruals for tax contingencies are measured using either the most likely amount or the expected value amount
depending on which method the Company expect to better predict the resolution of the uncertainty.
Investments
Fixed asset investments, including investments in subsidiaries, are stated at cost and reviewed for impairment if there
are indications that the carrying value may not be recoverable.
Share-based payments
The issuance by the Company to employees of its subsidiaries of a grant of awards over the Company’s shares,
represents additional capital contributions by the Company to its subsidiaries. An additional investment in subsidiaries
results in a corresponding increase in shareholders’ equity. The additional capital contribution is based on the fair value
of the grant issued, allocated over the underlying grant’s vesting period, less the market cost of shares charged to
subsidiaries in settlement of such share awards.
Litigation
Through the normal course of business, the Group is involved in legal disputes the settlement of which may involve
cost to the Company. Provision is made where an adverse outcome is probable and associated costs can be estimated
reliably. In other cases, appropriate descriptions are included.
Dividends
Up to the date of approval of these financial statements no dividends were paid by S4Capital plc to its shareowners
(2021: £nil).
Employees
The Company had no employees during either year. Details of Directors’ emoluments, which were paid by other Group
companies, are set out in the Directors’ Remuneration Report on pages 105 to 106.

0 1 2 3 4
1. Investments in subsidiaries
Investments in subsidiaries are stated at cost less, where appropriate, provisions for impairment.
2022 2021
£’000 £’000
Balance at the beginning of the year 905,008 752,337
Capital contributions 120,309 138,795
Share-based payments 14,216 13,876
Balance at the end of the year 1,039,533 905,008
The Company directly holds 100% ownership in S4Capital 2 Ltd. The Company indirectly holds effectively 100% of
ordinary shares of the subsidiaries disclosed in Note 29 of the consolidated financial statements. The investments in
subsidiaries are assessed annually to determine if there is any indication that any of the investments might be impaired.
As at 31 December 2022, the market capitalisation of the Group was marginally higher than the Company’s carrying
value of its investment in the Group. Management has therefore performed an impairment test to determine whether
recoverable amount exceeded the cost of investment recognised. The recoverable amount is assessed on a value in
use basis. The value in use is calculated using a discounted cash flow methodology using financial information related
to the subsidiaries including projected cashflows in conjunction with the goodwill impairment analysis performed by
the Group.
2. Trade and other receivables

2022 2021
£’000 £’000
Value added tax – 467
Corporate tax 2,985 774
Amounts owed by subsidiaries 1,856 1,358
Other receivables and prepayments 1,577 1,104
Total 6,418 3,703
The loss allowance for receivables from subsidiaries is based on the three-stage impairment expected credit loss
model. No material impairment arose.
3. Cash and cash equivalents

2022 2021
£’000 £’000
Cash and cash equivalents 41 3,454
Total 41 3,454
4. Trade and other payables

2022 2021
£’000 £’000
Trade payables (1,419) (2,317)
Other payables and accruals (3,789) (1,096)
Value added taxes (773) –
Amounts owed to subsidiaries (5,381) –
Total (11,362) (3,413)


continued
5. Equity
A. Share capital
The authorised share capital of S4Capital plc contain an unlimited number of Ordinary Shares having a nominal value
of £0.25 per Ordinary Share. At the end of the reporting period, the issued and paid-up share capital of the Company
consisted of 567,832,883 (2021: 555,307,572) Ordinary Shares having a nominal value of £0.25 per Ordinary Share.
B. Reserves
The following describes the nature and purpose of each reserve within equity:
• Share premium Amount subscribed for share capital in excess of nominal value. The share premium is net of
costs directly relating to the issuance of shares.
• Merger reserves Amount subscribed for share capital in excess of nominal value as required by merger relief.
• Other reserves Shares issued in the name of the Company to an employee benefit trust and shares issued
in the name of S4Capital Group for deferred consideration.
• Retained earnings Retained earnings represents the net profit (loss) for the year and all other net gains and losses
and transactions with shareowners (example dividends) not recognised elsewhere.
6. Related party transactions

Details of compensation for key management personnel are disclosed on pages 105 to 106. The Company did not have
any other related party transactions during the financial year (2021: £nil).
7. Events occurring after the reporting period

Details of events occurring after the reporting period are disclosed in Note 28 of the consolidated financial statements.

0 1 2 3 4
Alternative Performance Measures
The Group has included various unaudited alternative performance measures (APMs) in its Annual Report and
Accounts. The Group includes these non-GAAP measures as it considers these measures to be both useful and
necessary to the readers of the Annual Report and Accounts to help them more fully understand the performance
and position of the Group. The Group’s measures may not be calculated in the same way as similarly titled measures
reported by other companies. The APMs should not be viewed in isolation and should be considered as additional
supplementary information to the IFRS measures. Full reconciliations have been provided between the APMs and their
closest IFRS measures.
The Group has concluded that these APMs are relevant as they represent how the Board assesses the performance
of the Group and they are also closely aligned with how shareholders value the business. They provide like-for-like,
year-on-year comparisons and are closely correlated with the cash inflows from operations and working capital
position of the Group. They are used by the Group for internal performance analysis and the presentation of these
measures facilitates comparison with other industry peers as they adjust for non-recurring factors which may materially
affect IFRS measures. Adjusting items for the Group include amortisation of acquired intangibles, acquisition related
expenses costs, share-based payments, employment-related acquisition costs and restructuring costs. Whilst adjusted
measures exclude amortisation of intangibles, acquisition costs and restructuring costs they do include the revenue
from acquisitions and the benefits of the restructuring programmes and therefore should not be considered a complete
picture of the Group’s financial performance, that is provided by the IFRS measures.
The adjusted measures are also used in the calculation of the adjusted earnings per share and banking covenants as
per our agreements with our lenders.
Closest Adjustments to reconcile
APM IFRS measure to IFRS Measure Reason for use
Consolidated statement of profit or loss
Controlled Revenue Includes media spend It is an important measure to help understand the
billings contracted directly by clients scale of the activities that Group has managed on
with media providers and behalf of its clients, in addition to the activities
pass-through costs (see that are directly invoiced by the Group.
reconciliation A1 on
page 202)
Billings Revenue Includes pass through costs It is an important measure to understand the
(see reconciliation A1 on activities that are directly invoiced by the Group to
page 202) its clients.
Net revenue Revenue Excludes direct costs This is more closely aligned to the fees the Group
(see reconciliation A2 earns for its services provided to the clients. This
on page 202) is a key metric used in business when looking at
the Practice performance.
Operational Operating profit Excludes amortisation Operational EBITDA is operating profit before the
EBITDA of intangible assets, impact of adjusting items, amortisation of
acquisition related expenses, intangible assets and PPE depreciation. The
share-based payments Group considers this to be an important measure
and PPE depreciation of Group performance and is consistent with
(see reconciliation A3 how the Group is assessed by the Board and
on page 202) investment community
Like-for-like Revenue and Is the prior year comparative, Like-for-like is an important measure used by
operating profit in this case 2021, restated to the Board and investors when looking at Group
include acquired businesses performance. It provides a comparison that
for the same months as 2022, reflects the impact of acquisitions and changes
and restated using same FX in FX rates during the period.
rates as used in 2022 (see
reconciliations A4 on
page 203)
Pro-forma Revenue and Is full year consolidated Pro-forma figures are used extensively by
operating profit results in constant currency management and the investment community. It is
and for acquisitions as if the a useful measure when looking at how the Group
Group had existed in full for has changed in light of the number of acquisitions
the year (see reconciliations that have been completed and to understand the
A5 on page 203) performance of the Group.


continued
Closest Adjustments to reconcile

APM IFRS measure to IFRS Measure Reason for use
Adjusted Basic earnings Excludes amortisation of Adjusted basic earnings per share is used by
basic earnings per share intangible assets, acquisition management to understand the earnings per
per share related costs, share-based share of the Group after removing non-recurring
payments and restructuring items and those linked to combinations.
expenses (see reconciliation
A6 on page 204)
Consolidated balance sheet
Net debt None See reconciliation A7 on Net debt is cash less gross bank loans (excluding
page 205 transaction costs). This is a key measure used
by management and in calculations for
bank covenants.
2022 2021
Billings and controlled billings (A1) £’000 £’000
Revenue 1,069,489 686,601
Pass-through expenses 820,988 610,249
Billings1 1,890,477 1,296,850
Third party billings direct to clients 3,760,747 2,696,311
Controlled billings2 5,651,224 3,993,161
Notes:
1. Billings are gross billings to clients including pass-through expenses.
2. Controlled billings are billings we influenced.
2022 2021
Net revenue (A2) £’000 £’000
Revenue 1,069,489 686,601
Direct costs (177,797) (126,338)
Net revenue 891,692 560,263
2022 2021
Reconciliation to operational EBITDA (A3) £’000 £’000
Operating (loss) / profit (135,296) (42,055)
Amortisation and impairment of intangible assets 78,859 39,491
Acquisition, restructuring and other expenses 155,873 83,496
Share-based payment 14,660 13,876
Depreciation of property, plant and equipment1 10,076 6,179
Operational EBITDA 124,172 100,987
Note:
1. Depreciation of property, plant and equipment is exclusive of depreciation on right-of-use assets.

0 1 2 3 4
Like-for-Like (A4)
Like-for-like revenue Content Media Services Total
Year ended 31 December 2021 £’000 £’000 £’000 £’000
Revenue 513,433 165,646 7,522 686,601
Impact of acquisitions 79,389 34,590 50,005 163,984
Impact of foreign exchange 29,454 (15,854) (3,629) 9,971
Like-for-like revenue1 622,276 184,382 53,898 860,556
% like-for-like revenue change 21.4% 19.6% 73.6% 24.3%
Note:
1. Like-for-like is a non-GAAP measure and relates to 2021 being restated to show the unaudited numbers for the previous year of the existing and
acquired businesses consolidated for the same months as in 2022, applying currency rates as used in 2022.
Like-for-like net revenue Content Media Services Total
Year ended 31 December 2021 £’000 £’000 £’000 £’000
Net revenue 385,552 167,079 7,632 560,263
Like-for-like net revenue1 469,706 184,858 53,481 708,045
% like-for-like net revenue change 24.1% 17.3% 72.3% 25.9%
Note:
Like-for-like operational EBITDA Total

Year ended 31 December 2021 £’000
Operational EBITDA 100,987
Impact of acquisitions 39,039
Impact of foreign exchange 8,450
Like-for-like operational EBITDA1 148,476
% like-for-like operational EBITDA change -16.4%
Note:
Pro-forma (A5) Content Media Services Total
Pro-forma revenue £’000 £’000 £’000 £’000
FY22 Revenue 755,422 220,498 93,569 1,069,489
Impact of acquisitions 17,146 284 21,818 39,248
FY22 Pro-forma revenue1 772,568 220,782 115,387 1,108,737
FY21 Revenue 513,433 165,646 7,522 686,601
FY21 Pro-forma revenue1 626,505 184,382 70,554 881,441
% pro-forma revenue change 23.3% 19.7% 63.5% 25.8%
Note:
1. Pro-forma relates to unaudited full year non-statutory and non-GAAP consolidated results in constant currency as if 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.


continued
Pro-forma net revenue £’000 £’000 £’000 £’000
FY22 net revenue 582,713 216,818 92,161 891,692
Impact of acquisitions 10,540 276 21,572 32,388
FY22 Pro-forma net revenue1 593,253 217,094 113,733 924,080
FY21 net revenue 385,552 167,079 7,632 560,263
FY21 Pro-forma net revenue1 472,351 184,858 70,017 727,226
% pro-forma net revenue change 25.6% 17.4% 62.4% 27.1%
Note:
Total
Pro-forma operational EBITDA £’000
FY22 operational EBITDA 124,172
FY22 Pro-forma operational EBITDA1 136,255
FY21 operational EBITDA 100,987
Impact of foreign exchange 8,796
FY21 Pro-forma operational EBITDA1 154,495
% pro-forma operational EBITDA change -11.8%
Note:
Adjusted basic earnings per share (A6)

Amortisation
and Acquisition Share-based Restructuring
Reported impairment1 expenses2 payment expenses Adjusted
Year ending 31 December 2022 £’000 £’000 £’000 £’000 £’000 £’000
Operating (loss)/profit (135,296) 78,859 150,973 14,660 4,900 114,096
Net finance costs (25,707) – – – – (25,707)
Gain on the net monetary position 1,337 – – – – 1,337
(Loss) / profit before income tax (159,666) 78,859 150,973 14,660 4,900 89,726
Income tax expense 32 (16,714) (64) (2,454) (837) (20,037)
(Loss) / profit for the year (159,634) 62,145 150,909 12,206 4,063 69,689
Notes:
1. Amortisation and impairment relates to the intangible assets recognised as a result of the acquisitions. See Note 6.
2. Acquisition expenses relate to acquisition related advisory fees of £7.9 million, bonuses of £0.4 million, contingent consideration as remuneration
of £172.4 million and remeasurement gain on contingent considerations of £29.8 million.

0 1 2 3 4
Acquisition
and set-up
related Share-based Restructuring
Reported Amortisation1 expenses2 payment expenses Adjusted
Year ending 31 December 2021 £’000 £’000 £’000 £’000 £’000 £’000
Operating profit (42,055) 39,491 83,496 13,876 – 94,808
Net finance costs (12,251) – – – – (12,251)
Loss on the net monetary position (1,344) – – – – (1,344)
(Loss) / profit before income tax (55,650) 39,491 83,496 13,876 – 81,213
Income tax expense (1,065) (6,941) (1,426) – – (9,433)
(Loss) / profit for the year (56,715) 32,550 82,070 13,876 – 71,780
Notes:
1. Amortisation relates to the intangible assets recognised as a result of the acquisitions. See Note 6.
2. Acquisition and set-up related expenses relate to acquisition related advisory fees of £10.5 million, bonuses of £0.8 million, contingent consideration
as remuneration of £70.5 million (out of which £10.0 million is cash) and remeasurement loss on contingent considerations of £1.7 million.
Adjusted basic result per share 2022 2021

Adjusted profit attributable to owners of the Company (£’000) 69,689 71,780
Weighted average number of Ordinary Shares for the purpose of basic EPS (shares) 590,667,949 551,752,618
Adjusted basic earnings per share (pence) 11.8 13.0
Net debt (A7)
Net debt is cash less gross bank loans (excluding transaction costs). This is a measure used by management and in
calculations for bank covenants.
2022 2021
Net debt £’000 £’000
Cash and bank 223,574 301,021
Loans and borrowings (excluding bank overdrafts) (333,807) (317,156)
Bank overdrafts (16) (1,899)
Net debt (110,249) (18,034)
Lease liabilities (58,396) (41,968)
Net debt including lease liabilities (168,645) (60,002)

Shareowner information
Advisers and registrars

Principal bankers HSBC Bank Plc
Joint brokers Dowgate Capital Limited

Morgan Stanley & Co
Jefferies International Limited
Independent auditors PricewaterhouseCoopers LLP
Solicitor Travers Smith LLP
Communications adviser Powerscourt Limited
Registrars Share Registrars Limited

3 The Millennium Centre
Crosby Way
Farnham
Surrey
GU9 7XX
01252 821390
[email protected]
Group Company Secretary Caroline Kowall
ISIN GB00BFZZM640
Ticker SFOR
Registered office 12 St James’s Place

London
SW1A 1NX
Website www.s4capital.com

0 1 2 3 4
Designed and produced by Radley Yeldar www.ry.com.

in association with Media.Monks www.mediamonks.com.
Printed sustainably in the UK by a CarbonNeutral® company with FSC®
chain of custody and an ISO 14001 certified environmental management
system recycling over 99% of all dry waste.
© S4Capital plc 2023

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S4Capital plc

Annual Report and Accounts 2022

we can win the decade

…through building a unified, purely digital

S4Capital plc Annual Report and Accounts 2022 1

Billings1 Pro-forma3 billings

Revenue Pro-forma revenue

Net revenue Pro-forma net revenue

Operational EBITDA4 Pro-forma operational EBITDA

Operational EBITDA margin5 Pro-forma operational EBITDA margin

Operating loss Adjusted operating profit6

2 S4Capital plc Annual Report and Accounts 2022

Loss before income tax Adjusted result before income tax7

Basic loss per share Adjusted basic earnings per share

Market capitalisation at 12 April 2023 Share price at 12 April 2023

S4Capital plc Annual Report and Accounts 2022 3

S4Capital is a Our four core principles

services market. Holy Trinity of: Speed

8,900 Speed, Quality, Value, More

With a unitary structure

1 of common values, shared goals and collaborative spirit.

4 S4Capital plc Annual Report and Accounts 2022

Strengths and differentiators Our operating model

Our people Value

Our ambition is to be the best quality partner to the

S4Capital plc Annual Report and Accounts 2022 5

In a world where experience and engagement are being

We love a good disruption

6 S4Capital plc Annual Report and Accounts 2022

Making transformation happen

As part of two years’ experimentation and neural

S4Capital plc Annual Report and Accounts 2022 7

What’s happening, now continued

Culture “ This is about talking to

Getting up close and personal

8 S4Capital plc Annual Report and Accounts 2022

China is back in business

To survive, take five

Sustainability 2. Invest in tools and flexible work policies

S4Capital plc Annual Report and Accounts 2022 9

10 S4Capital plc Annual Report and Accounts 2022

“ The much improved second

Dear shareowner The Company has a strong balance sheet with

S4Capital plc Annual Report and Accounts 2022 11

Letter to shareowners continued

12 S4Capital plc Annual Report and Accounts 2022

“ We are mainly focused on the digital media

Summary and outlook

S4Capital plc Annual Report and Accounts 2022 13

Progress against our strategy

The strategy of S4Capital remains the same. The Company’s purely

Strategic pillar Objective 2022 progress

• Build scaled relationships with clients. • 10 ‘whopper’ clients achieved

• Build a diverse culture and increase • Expanded S4 Fellowship with F2

• Carbon neutral by 2024 and our • Carbon neutral through offsetting

• Unitary structure • Integrated combinations further

14 S4Capital plc Annual Report and Accounts 2022

2023 goals Measurement

• Further penetration of existing ‘whoppers’ • Number of ‘whoppers’