M&C SAATCHI PLC

Notice of Annual General Meeting

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you are recommended to seek your own advice from a stockbroker, solicitor, accountant, or other independent professional adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom, or, if you reside elsewhere, another appropriately authorised financial adviser.

If you have sold or otherwise transferred all of your shares in M&C Saatchi plc, please pass this document together with the accompanying documents as soon as possible to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

M&C SAATCHI PLC

10 May 2023

Registered office: 36 Golden Square, London W1F 9EE

Registered in England and Wales under company number 05114893

Letter from the Chairman

Dear Shareholder,

I am writing to inform you that the annual general meeting of M&C Saatchi plc (the "Company") for 2023 will be held at 11.00 a.m. on Wednesday 14 June 2023 at 36 Golden Square, London W1F 9EE (the "AGM").

The business of the AGM will only include the Ordinary and Special Business published in the Notice of AGM. The formal Notice of AGM is set out on pages 5 to 7 of this document. Resolutions 1 to 11 will be proposed as ordinary resolutions and each will require a simple majority of the votes to be cast in favour of that resolution to be passed. Resolutions 12 to 14 will be proposed as special resolutions, and each will require at least 75% of the votes to be cast in favour of that resolution to be passed.

As announced on 30 March 2023, Lisa Gordon, Senior Independent Director, does not intend to seek re-election to the Board and will therefore step down from the Board at the AGM. I too announced on 24 January 2023 that I will not be seeking re-election to the Board at the AGM and so this is my final AGM. I am delighted that Zillah Byng-Thorne will join the Company as the new independent Non-Executive Chair on 15 June 2023. In addition, Chris Sweetland will be appointed as a non-independentNon-Executive Director on the same date.

The Board is recommending that a final dividend of 1.5 pence per ordinary share in respect of the financial year ended 31 December 2022 be declared payable to shareholders whose names appear on the Company's register of members as at the close of business on 9 June 2023.

The Company is required by law to appoint auditors at each general meeting at which accounts are laid, to hold office until the next general meeting at which the accounts are laid. The Board recommends that BDO LLP be reappointed as the Company's auditors and there is a resolution in the Notice of AGM proposing their reappointment.

Shareholders may submit questions to the Board in advance of the AGM by emailing the Company at AGMquestions2023@mcsaatchi.comwith the subject line "2023 AGM". We recommend that shareholders submit questions as soon as possible and before 5.00 p.m. on Friday 9 June 2023 to enable us to respond to all questions before the AGM.

Should shareholders not be able to attend the AGM in person and cast their vote, we strongly encourage all shareholders to complete the proxy form appointing the Chairman of the meeting as your proxy and return the proxy form to the Company's Registrars, Computershare Investor Services PLC, as soon as possible and, in any event by no later than

11.00 a.m. on Monday 12 June 2023 (or if the AGM is adjourned, no later than 48 hours before the time of any adjourned annual general meeting, excluding non-working days). Shareholders who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual and in the notes to the Notice of AGM.

The Board has also determined that, as has been the case at the Company's recent annual general meetings, voting on all resolutions to be proposed at the AGM will be on a poll as this will ensure that all votes of shareholders will be counted, whether or not shareholders attend the AGM. On a poll, each shareholder has one vote for every ordinary share held. The results of the voting on all resolutions at the AGM will be announced via the Regulatory Information Service and published on the Company's website as soon as possible after the AGM.

The Board considers that all the proposals to be considered at the AGM are in the best interests of the Company and its shareholders as a whole. The Directors recommend that shareholders vote in favour of each of the resolutions to be proposed at the AGM as they propose to do so in respect of the shares in which they are beneficially interested, being 878,497 shares representing approximately 0.7 per cent. of the Company's issued share capital (excluding treasury shares).

Yours sincerely,

Gareth Davis

Chairman

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ORDINARY BUSINESS

Resolutions 1 to 11 will be proposed as ordinary resolutions which require a simple majority of the votes to be cast in favour of each resolution to be passed. Resolutions 12 to 14 will be proposed as special resolutions which require at least 75% of the votes to be cast in favour of each resolution to be passed.

Report and accounts 2022 (Resolution 1) Shareholders are being asked to approve the Company's report and accounts for the year ended 31 December 2022 (the "Annual Report and Accounts").

The Annual Report and Accounts are available from the Company's website (www.mcsaatchiplc.com/reports- results/2022).

Directors' remuneration report 2022 (Resolution 2) The Directors' remuneration report is set out on pages 108 to 132 in the Annual Report and Accounts. It is proposed that the Directors' remuneration report for the financial year ended 31 December 2022 be approved.

As this vote is advisory, it does not directly affect the remuneration paid to any Director, and no entitlement of a Director to remuneration is conditional on the passing of this resolution.

Final dividend 2022 (Resolution 3)

The payment of a final dividend of 1.5 pence per ordinary share in respect of the financial year ended 31 December 2022, which is recommended by the Board, and requires the approval of shareholders in general meeting. Such dividend would be payable on 12 July 2023 to shareholders whose names appear on the Company's register of members at the close of business on 9 June 2023.

Reappointment of auditors and approval of remuneration (Resolutions 4 and 5)

The Company is required by law to appoint auditors at each general meeting at which accounts are laid, to hold office until the next general meeting at which the accounts are laid. The Board recommends that BDO LLP be reappointed as the Company's auditors and this resolution proposes their reappointment.

Resolution 4 will, therefore, propose the reappointment of BDO LLP as the Company's auditors for the financial year ending 31 December 2023.

Resolution 5 seeks authority for the Directors, acting through the Audit Committee, to determine the auditors' remuneration for the next financial year.

Resolutions 6 to 9 relate to the re-election of Directors

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The articles of association of the Company (the "Articles of Association") require that each Director retires from office in accordance with any corporate governance policy adopted from time to time by the Board. The Board adopted the UK Corporate Governance Code 2018 which recommends that all directors of listed companies should be subject to annual re-election by shareholders. Lisa Gordon and Gareth Davis will not be seeking re- election. Therefore, all the Directors will retire at the AGM and only Louise Jackson, Colin Jones, Moray MacLennan and Bruce Marson will offer themselves for re-election.

The biographical details below set out the skills and experience each Director brings to the Board. The Board recommends the re-election of each of the Directors.

Louise Jackson

Independent Non-Executive Director

Louise joined the Board on 17 March 2020 and is the Remuneration Committee Chair. She has significant experience of consumer-facing businesses, particularly in human resources. Previously, Louise was Group People Director at Selfridges Group Ltd, the global luxury retailer, where she sat on the Remuneration Board. Prior to this, Louise was Human Resource Director of the Japanese pharmaceutical company, Kyowa Hakko Kirin Co Ltd and Senior Partner in Leadership and Talent Consulting at Korn Ferry International Ltd and Group People Director for two years at British retailer Mothercare plc. She was also Chief Executive and co- founder of HR consultancy firm 7days Ltd for 10 years. Louise spent her early career in financial services and at Coopers & Lybrand LLP and TUI Travel Group.

Colin Jones

Independent Non-Executive Director

Colin joined the Board on 3 February 2020 and is the Audit & Risk Committee Chair. He is currently Non- Executive Chair of Centaur Media Plc, the marketing and legal intelligence group having joined in 2018 as a Non- Executive Director. Colin is also a Non-Executive Director and Chair of the Finance & Commercial Committee of The City Literary Institute, London's leading adult education college. Colin previously spent over 20 years as Chief Financial Officer of Euromoney Institutional Investor PLC, the then FTSE 250-listed media company, until he retired in 2018. Colin began his career at PricewaterhouseCoopers LLP where he qualified as a chartered accountant.

Moray MacLennan

Executive Director and Chief Executive Officer Moray joined the Board on 1 January 2021. He joined Saatchi and Saatchi as a trainee in 1983, leaving to help start the Company in 1995. He was made Worldwide CEO of the Company in 2010 and has overseen its growth from a single London advertising agency to a

global network of communications agencies operating in 30 countries. He has been President of both the UK and European communications bodies and is a regular contributor to industry and current affairs debates.

Bruce Marson

Executive Director and Chief Financial Officer Bruce joined the Board on 12 April 2023. He joined the Company on 11 October 2021 as Deputy Chief Financial Officer and was made interim Chief Financial Officer. He was appointed to Chief Financial Officer on 30 March 2023 and to the Board on 12 April 2023. Previously, Bruce held senior finance roles across the sector including at Dentsu Aegis Network and Technicolor.

Authority to allot shares (Resolutions 10 and 11)

In accordance with section 551 of the Companies Act 2006 (the "2006 Act"), the Directors may not exercise the Company's powers to allot shares without an authority contained either in the Articles of Association or in a resolution of the shareholders passed at a general meeting. Such authority was last given by the shareholders of the Company at the annual general meeting held in 2022 and expires at the forthcoming AGM. The Board considers it appropriate that a further similar authority be granted to allot ordinary shares in the capital of the Company up to a maximum nominal amount of £407,524 which is equivalent to approximately one third of the total issued ordinary share capital of the Company as at 10 May 2023 which is the latest practicable date before publication of this document (the "Latest Practicable Date"). Such authority is sought in Resolution 10.

In addition, in accordance with The Investment Association's guidance with respect to what it considers to be routine, Resolution 11 will be proposed to authorise the Directors to allot additional shares in connection with a pre-emptive offer by way of a rights issue to shareholders up to a maximum nominal amount of £407,524, which is equivalent to approximately a further one third of the total issued ordinary share capital of the Company as at the Latest Practicable Date. The Board considers it appropriate to seek this additional authority at this year's AGM in order to take advantage of the flexibility it offers.

If Resolutions 10 and 11 are passed, the authorities will expire at the end of the Company's next annual general meeting or, if earlier, 15 months from the date on which each of Resolutions 10 and 11 are passed.

SPECIAL BUSINESS

Disapplication of pre-emption rights (Resolutions 12 and 13)

The 2006 Act requires that an allotment of shares for cash or a sale of equity securities held in treasury for cash may not be made unless the shares are first offered to existing shareholders on a pre-emptive basis in accordance with the terms of the 2006 Act. In accordance with general practice, the Directors propose that advantage be taken of the provisions of section 570 of the 2006 Act to disapply the 2006 Act's pre-emption requirements in relation to certain share issues or sales of treasury shares.

Resolution 12, which is proposed as a special resolution, will empower the Directors to allot ordinary shares in the capital of the Company for cash on a non-pre-emptive basis:

  1. in connection with a rights issue or other pro-rata offer to existing shareholders; and
  2. (otherwise than in connection with a rights issue) up to a maximum nominal value of £61,128, which is equivalent to approximately 5% of the total issued ordinary share capital of the Company as at the Latest Practicable Date.

Resolution 13, which is proposed as a special resolution, will also empower the Directors in addition to the authority set out in Resolution 12 to allot ordinary shares in the capital of the Company for cash on a non-preemptive basis provided that the power shall be limited to allotments or sales of up to a maximum nominal value of a further £61,128 which is equivalent to approximately 5% of the total issued ordinary share capital of the Company as at the Latest Practicable Date. The Directors note that the Pre-Emption Group published a revised statement of principles and template resolutions for the disapplication of pre-emption rights in November 2022, which include increased thresholds in relation to the disapplication of pre-emption rights. At this time, the Directors will not be seeking to increase the authority thresholds in line with the new guidance but will continue to keep this under review.

However, the Directors also note that although the previously published Statement of Principles (as updated in March 2015) suggested that this additional 5% authority should only be used for the purpose of raising funds for the purpose of acquisitions and capital investment, shareholders are being asked to give authority to the Directors to use this authority on an unconditional basis as the Directors consider that the flexibility this would offer them is desirable in the current circumstances.

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M&C Saatchi plc published this content on 15 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 June 2023 00:05:28 UTC.