M&c Saatchi PlcLSE: SAA

FY 2025 Annual Report (Annoucement)

· Issued by M&c Saatchi Plc
DRIVING

SHAREHOLDER VUNLOCAKING SHLAREHOULDER VEALUE

FOR LONG-TERM GROWTH

M&C SAATCHI PLC ANNUAL REPORT AND ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2025



Toolkit image from adidas Adizero 'For The Fast' campaign created by

M+C Saatchi Sport & Entertainment for adidas UK in April 2025. Shot by Matt Moran and featuring adidas runners alongside a running talent cast.



‌DRIVING SHAREHOLDER VALUE A GLOBAL CREATIVE

Strategic Report

  1. 2025 Highlights

  2. M+C Saatchi: 30 Year Anniversary

  3. M+C Saatchi At a Glance

  4. Our Regions and Specialisms

  5. Key Clients and Awards in 2025

8 Chair's Statement and Review

12 Reflections On My First Year as Chair

16 Strategic Transformation

19 Our Business Model

  1. How we Drive Shareholder Returns

  2. Our M&A in 2025

  3. Market Background

  4. Our Global AI Philosophy

  5. Our AI Adoption and Opportunities Across the Creative Process

  6. Cultural Power

28 People and Culture

29 Operating Review

34 Financial Review

39 Principal Risks and Uncertainties

47 Stakeholder Engagement and Section 172

51 Our ESG Commitments

55 Task Force on Climate-Related Financial Disclosures Report

63 Non-Financial and Sustainability Information Statement

Governance Report

66 Chair's Introduction to Governance

68 Board of Directors

70 Governance Review

72 Audit & Risk Committee Report

76 Nomination Committee Report

78 Sustainability Leadership Group

79 Directors' Remuneration Report

82 Directors' Remuneration Policy

86 Annual Remuneration Report

91 Directors' Report

97 Statement of Directors' Responsibilities

Financial Statements

98 Financial Statements

106 Notes to the Financial Statements

151 Independent Auditor's Report

Additional Information

  1. Glossary

  2. Advisers

    Please see our Company website at https://www.mcsaatchiplc.com

    This report provides an update on our strategic progress, financial performance and sustainability. Our sustainability review, including the TCFD, begins on page 55.

    NETWORK

    We are one of the world's largest independent creative networks, uniquely positioned across sectors, geographies and industries to unlock and develop Cultural Power for our clients.

    Our transformative market proposition, Cultural Power, developed in conjunction with the Saïd Business School, University of Oxford, is the advantage we create for our clients. Launched last year, it helps clients harness cultural forces to fuel desire, drive demand and deliver brand growth - because in today's world, culture is the driving force behind how people see, think and act.

    • M+C Saatchi is a leading worldwide brand partnering with clients across government and commercial sectors to drive their business growth across the whole marketing chain. We have evolved far beyond our famous advertising heritage and offer solutions across digital and performance media, branding, technology and design, strategy, behavioural change and consumer insights.



      Welcome from Dame Heather Rabbatts, Executive Chair

      "I welcome our shareholders and other stakeholders to the Company's 2025 Annual Report and Accounts. In a year marked by macro and geopolitical volatility, our diverse business has shown balance sheet strength and resilience as we continue to transform the Company, as well as undertaking our first acquisition in seven years. Market pressures impacted our like-for-like revenue this year, principally with ongoing clients, due to a temporary reduction in spend and extended caution. However,

      I would like to remind readers that despite the reduction in like-for-like revenue, our client retention remains best-in-class at over 94%, owing to our creative expertise, broad range of connected Specialisms and superb client satisfaction.

      As we will demonstrate in this report, our unique market position lies in our deep understanding of our clients' business, our broad expertise across both government and commercial sectors and our data-driven systems, supported by our ability to measure the return on our Cultural Power proposition. I hope you will share my enthusiasm and optimism for our future success in this transitionary year."

    • Our highly talented and creative people offer clients innovative, strategic and AI-driven solutions to help grow their brands.

    • We pride ourselves on our deep and meaningful relationships with our clients, partnering with them to deliver amazing work.

    • As behavioural change experts, we use Cultural Power to benefit our clients, our people and our shareholders through inter-disciplinary expertise across our Specialisms

and advanced digital capabilities, and through our global footprint.



‌2025 HIGHLIGHTS

These results reflect a difficult macroeconomic and geopolitical context in 2025.

Strong balance sheet and net cash flow to support future growth opportunities

Like-for-like1

net revenue2:

Like-for-like

operating profit:

Like-for-like

operating margin:

Like-for-like

EBITDA3:

Like-for-like PBT:

Like-for-like

EPS (basic)4:

Net cash2,5:

Operating cash

conversion6:

£204.7M

£24.9M

12.2%

£31.5M

£19.4M

9.4P

£13.3M

94%

(-7.3)%

(-26.1)%

(-310bps)

(-22.6)%

(-33.6)%

2024: £11.8m

(2024: 85%)

Statutory:

Statutory:

Statutory:

Statutory:

Statutory:

Statutory:

£210.0M

£10.2M

4.8%

£17.2M

£4.6M

(1.9)P

(2024: £231.4m)

(2024: £22.5m)

(2024: 9.7%)

(2024: £29.7m)

(2024: £18.1m)

(2024: 9.6P)

Our brilliant people deliver amazing creative solutions for our clients Responsibility for our environmental impact

Number of employees7

1,829

Number of awards

136

Number of business wins

219

Repeat client business8

94%

Employee engagement

67

Employee voluntary churn, global9

20%

Females in senior leadership

40%

GHG Scope 1 and 2 emissions10

165.9

GHG Scope 3 emissions10

48,714

Electricity from renewable sources

96%

(2024: 2,003)

(2024: 141)

(2024: 171

(2024: 92%)

(2024: 71)

(2024: n/a)

(2024: 39%)

TCO E

TCO E

including project extensions)

Definitions applied throughout this report

2

(2024: 657.2 TCO2E)

2

(2024: 61,387 TCO2E)

(2024: 57%)

  1. We discuss our results on a like-for-like (LFL) basis throughout, unless otherwise stated, to provide a more comparable and better basis for understanding our current and future

    performance, reflecting the Directors' view of the underlying profitability of the business units. Statutory performance remains the primary IFRS measure, however. LFL results exclude items that are not part of routine expenses, including one-off and exceptional items, which form Headline results. LFL results translate 2024 figures to 2025 foreign exchange (FX) rates

    and excludes results of subsidiaries which management had or intends to exit in the current and prior year, and those of newly acquired subsidiaries in the current year. LFL adjustments are summarised in the Financial review and Note 1 to the financial statements. All figures are subject to rounding.

  2. Refer to Notes to the financial statements for the definitions of net revenue and net cash.

  3. EBITDA is calculated excluding the income statement charges relating to IFRS 16.

  4. Earnings are calculated after deducting tax and the share of profits attributable to

    non-controlling interests. Please see Note 1 to the financial statements for a detailed view on Statutory vs Headline EPS.

  5. Adjusted net cash includes £0.2 million of restricted cash (down from £3.5 million in 2024). Adjusted net cash was £13.5 million in 2025 and £15.3 million in 2024.

  6. Conversion of LFL operating profits into adjusted operating cash (operating cash generated from operations (excluding put option payments, non-Headline cash costs and discretionary employee bonus items) net of purchases of intangible/tangible fixed assets and payment

    of leases).

  7. Includes employed individuals across all companies, excluding contingent workers, at 31 December 2025.

  8. Based on retained clients, who accounted for 94% of 2024 revenue, who also spent in 2025.

  9. Includes permanent workers only, excludes fixed-term workers, contingent workers and freelance.

  10. Please see page 61 for our statement on greenhouse gas (GHG) emissions.



‌M+C SAATCHI: 30-YEAR ANNIVERSARY ‌M+C SAATCHI AT A GLANCE

OUR PURPOSE

OUR VISION

DELIVERING CULTURAL POWER FOR OUR CLIENTS THROUGH...

OUR STRENGTHS

To deliver creative solutions which drive growth for clients, tackling the most complex business and societal challenges; and to create and curate Cultural Power for both our commercial and public sector clients.

Brilliant people, extraordinary creativity and amazing client service to create a sustainable advantage for clients.

Connected creativity: Ideas that make an impact in the world.

Brutal simplicity of thought:

We make the complex simple with incisive, innovative creative solutions.

Driving growth: We build agile, channel-agnostic teams with the

sole objective of driving

brand growth.

Connecting with culture:

Our team of diverse thinkers and experts in their fields live and breathe all areas of culture.

Cutting-edge digital tools:

Our suite of proprietary data-backed tools helps us understand Cultural Power and harness it to grow our

clients' businesses, identifying their priority areas.

A world-famous brand with strong heritage in creativity.

Resilient and diverse portfolio of geographies and Specialisms.

Agile with diverse expertise to deliver Cultural Power for a range of clients across sectors.

Operationally levered, capital-light, cash-generative and with a strong balance sheet.

Focused on shareholder returns through capital growth and our share buyback programme.

Increasingly digitalised, data-driven and AI-focused businesses to deliver solutions for clients.

WHAT DIFFERENTIATES US...

For our clients:

Our unique combination of global reach and breadth of services, combined with flexibility, agility and creative flair. We aren't cumbersome and bureaucratic with a templated approach - but neither are we too small to scale ideas.

See our business model on page 19.

For our people:

Our entrepreneurial client-focused culture, providing creative solutions and scope for people to grow.

See people and culture on page 28.

For our shareholders:

Our goal is to set the foundation to unlock the intrinsic value that is not currently realised and to accelerate shareholder returns through revenue growth, margin accretion and cash generation, leading to capital appreciation.

See how we drive shareholder returns on page 21.

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION 5

OUR REGIONS AND SPECIALISMS

SPECIALISMS

5 REGIONS

20 COUNTRIES

UK

SWEDEN

USA

UK - HQ

Europe

SPAIN

ITALY

NETHERLANDS GERMANY

LEBANON

PAKISTAN

THAILAND

Middle East

1

2

%

Our revenue split:

Americas

MEXICO

BRAZIL

A

M

e

d

i

a

SOUTH AFRICA

SAUDI ARABIA

UAE INDIA

APAC

SINGAPORE MALAYSIA1 INDONESIA

AUSTRALIA

d

v

e

r

%

NEW ZEALAND

t

i

s

i

n

g

&

s

3

n

3

o

i

%

s

s

a

P

C

o

n

s

u

l

t

i

n

g

1

2

Our operations matrix

Our best-in-class solutions portfolio

Americas

All

UK

All

APAC

All

Europe

No Media

Middle East

No Issues

Advertising Connecting brands to consumers through ideas and creativity.

Consulting Upstream brand strategy, innovation, technology and design.

Passions & PR Engaging consumers via experiences, sports, experiential marketing.

Media Digital media, performance, e-retail and high return on investment.

Issues Entire marketing funnel, but for the public sector, QUANGOs and charities.

1. Disposed of in the first quarter of 2026.

I

%

6

1

R

P

%

7

2

s

e

u

s

s

M&C SAATCHI PLC ANNUAL REPORT AND ACCOUNTS 2025



STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION 6



KEY CLIENTS AND AWARDS IN 2025

Some of our key clients



































Some of our industry awards





















M&C SAATCHI PLC

ANNUAL REPORT AND ACCOUNTS 2025

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION 7

SUPERBOWL DOMINANCE

Wegovy was launching the first-ever weight loss GLP-1 pill during the Super Bowl. But there was a problem: cultural stigma. People believed taking weight-loss medication was "cheating."

So beyond introducing the pill, we needed to challenge that stigma. And we chose to do it on advertising's biggest stage.

Our insight: people accept help everywhere else without second thought. They'd take a pill to make parallel parking easier, or a professional wrestling dream come true. Weight loss was the one place where that logic mysteriously broke down.

The strategy: use humor to expose that contradiction, while responsibly educating viewers on the considerations and safety profile of Wegovy. We built the spot around a repeatable hook ("If there was a pill for ___, I'd take it") and paired it with absurd

scenarios, from wrestling to cat-rescuing. The comedy did the heavy lifting. One key line by Ana Gasteyer took stigma head-on: "If there was a pill to make people less judgy about how to lose weight..."

We cast A-list comedic talent across demographics-Kenan Thompson, DJ Khaled, Danielle Brooks, Ana Gasteyer, Danny Trejo, and John C. Reilly in his first-ever commercial-to signal inclusivity and cultural acceptance.

M&C SAATCHI PLC ANNUAL REPORT AND ACCOUNTS 2025



" ‌CHAIR'S STATEMENT AND REVIEW

DAME HEATHER RABBATTS

Executive Chair



I am honoured to be the Executive Chair of this world-famous company, assuming the role in April 2026. We have made significant progress over the last three years, under the

transformation and cost-efficiency programme initiated by Zillah Byng-Thorne in 2023 and then continued by Zaid Al-Qassab after joining in 2024. Zaid stepped down from the Board at the end of March 2026, and I would like to express my gratitude for his service and the momentum he helped build during his tenure.

2025 was marked by considerable macroeconomic and geopolitical challenges, which impacted the financial performance of the business. I am clear on the action that the business needs to take.

Our focus will be to simplify our businesses, making sure that our key growth engines and digital expertise are empowered, and to begin to unlock the intrinsic value in the business that is not currently realised.

Our unique market position lies in our deep understanding of our clients' business, our broad expertise across both government and commercial sectors and our data-driven

systems, supported by our ability to measure the return on our Cultural Power proposition. Through this key differentiator, we are well-positioned to deliver on our growth ambitions and create value for shareholders."

Like-for-like net revenue

£204.7M

(-7.3%)

Like-for-like operating margin

12.2%

(-310bps)

Like-for-like PBT

£19.4M

(-33.6%)

Net cash

£13.3M

(2024: £11.8m)

Statutory

£210.0M

(-9.2%)

Statutory

4.8%

(-490bps)

Statutory

£4.6M

(-74.6%)

Operating cash conversion

94%

(2024: 85%)

M&C SAATCHI PLC ANNUAL REPORT AND ACCOUNTS 2025

Chair's Statement and Review continued

The Group operated in a very challenging market context in 2025 with a weak consumer sentiment, particularly in Australia. This, combined with US trade policy changes, caused many clients to delay or reduce their marketing spend while project-based work was postponed entirely. The Group suffered from the US Government shutdown in

the fourth quarter, which impacted the high-margin Issues Specialism; government revenues were lost while staffing had to be maintained due to uncertainty of the timing on the restart of funding and work.

Our like-for-like net revenue decline of 7.3% reflects the market conditions while the decline in Group profitability (26.1%) is also driven by sustained targeted investments by the Group (including

the annualisation of prior year initiatives) to support growth across the business, in parallel to revenue decline. Despite the tough context, the Group had over 200 wins (new clients and new projects with existing clients) with new clients such as Betway, On, EA Sports and Pizza Hut as well as registering over 50 clients who commission more than one Specialism as part of our integrated, multi-Specialisms pitching approach.

Like-for-like EBITDA declined by 22.6%, while like-for-like profit before tax declined by 33.6%.

Our operational review at a glance

  • Decline of 7.3% in like-for-like net revenue driven by a prolonged uncertain macro environment causing near-term client caution and deferred project spend, particularly in Australia. The unprecedented US Government shutdown also impacted our Issues Specialism in the last quarter, which is typically a strong quarter for the business.

  • Excluding Australia, which declined by 31.9%, Group like-for like net revenue registered a 3.1% decline largely due to weakness in Issues (-4.1%) and Consulting (-18.8%).

  • Non-Advertising Specialisms declined 6.5% like-for-like

    (-3.8% excluding Australia), with ongoing growth in Media (11.5%), but softness in project-based Consulting (-18.8%) and Passions & PR (-11.4%) as well as Issues.

  • Advertising overall declined 8.9% like for like, (-1.1% excluding Australia) as good growth in the US and Europe was countered by Australia as well as a soft UK market.

  • Full-year decline in like-for-like operating profit of 26.1%, with like-for-like operating margin at 12.2% (-310bps).

    This was primarily driven by macro-driven revenue shortfall across quarters two and three, and the impact of the US Government shutdown on the high-margin Issues Specialism in the last quarter.

  • The Group's working capital improvement continues to drive a material positive cash balance, with end-of-year net cash of £13.3 million (2024: £11.8 million) and a strong operating cash conversion rate of 94%.

  • The Board believes that greater value can be created for shareholders by increasing the share buyback programme rather than through the payment of a dividend. Accordingly, the Board intends to reallocate the amount that would otherwise have been proposed as a final dividend for the year ended 31 December 2025 to an enhanced share buyback programme.

To read more about our Specialisms, please see page 29.

Basic like-for-like EPS was 9.4p (2024: 17.0p), with the decline

driven by reduced revenue and profitability. The remaining put option liabilities are expected to reduce further over the short term; there is a current residual liability of £3 million, of which we expect to settle the majority in the current financial year.

Our operating cash conversion was strong at 94%, exceeding our long-term target of 80%, which allows for some variability over the cycle. Net cash was strong at £13.3 million, up 12.7% thanks to our continued focus on cash management and improved working capital.

This cash delivery reflects the continued put option settlements which absorbed £0.5 million of cash, while the 2024 dividend payment to shareholders absorbed £2.4 million in the first half of 2025. The adjusted net cash balance also reflects the payment and associated costs for the acquisition of Dune 23 and The Women's Sports Group as well as the divestment of Saatchinvest.

Like-for-like (LFL) results (1) Statutory results

2025

£m

2024

£m % change

2025

£m

2024

£m % change

Revenue

341.0

377.6

(9.7%)

347.4

395.4

(12.1%)

Net revenue2

204.7

220.9

(7.3%)

210.0

231.4

(9.2%)

Operating profit3

24.9

33.7

(26.1%)

10.2

22.5

(54.7%)

Operating profit margin

12.2%

15.3%

-310bps

4.8%

9.7%

-490bps

Profit before tax

19.4

29.2

(33.6%)

4.6

18.1

(74.6%)

Net cash2, 4

13.3

11.8

12.7%

EPS (basic) pence5

9.4p

17.0p

(44.7%)

(1.9)p

9.6p

(119.8%)

Dividends (pence per share)

-

1.95p

  1. We discuss our results on a like-for-like (LFL) basis throughout, unless otherwise stated, to provide a more comparable and better basis for understanding our current and future performance, reflecting the Directors' view of the underlying profitability of the business units. Statutory performance remains the primary IFRS measure, however. LFL results exclude items that are not part of routine expenses, including one-off and exceptional items, which form Headline results. In addition, LFL results translate 2024 figures to 2025 foreign exchange (FX) rates and excludes results of subsidiaries which management had or intends to exit in the current and prior year, and those of newly acquired subsidiaries in the current year. LFL adjustments are summarised in the Financial review and Note 1 to the financial statements. All figures are subject to rounding.

  2. Refer to Notes for the definition of net revenue and net cash.

  3. Headline operating profit of £26.1 million, which includes contributions from M&A.

  4. Like-for-like net cash excludes £0.2 million of restricted cash (2024: £3.5 million). Adjusted net cash of £13.5 million in 2025 and £15.3 million in 2024.

  5. Basic and diluted earnings per share are calculated by dividing the appropriate earnings metrics by the weighted average number of shares of the Company in issue during the year. Please see Note 1 to the financial statements for a detailed view on adjustments in calculating EPS.

    Chair's Statement and Review continued

    Statutory results

    • Statutory results reflect all activities of the business including

      one-off items, non-recurring events and other regulatory elements. To that end, the Group closed its Australian media buying business in September 2025 which contributed to the £210.0 million of statutory net revenue.

    • Net revenue of £210.0 million (-9.2%), largely due to the weaker performance of the Australian business and the US Government shutdown in the last quarter of 2025.

    • Operating profit of £10.2 million (2024: £22.5 million) reflects the revenue decline and all pre-tax separately disclosed items of

      £9.1 million in 2025 (2024: £7.2 million), largely attributable to restructuring costs.

    • Operating margin of 4.8% (2024: 9.7%).

Strategy and transformation

Building on the transformation programme's Phase One that was delivered during 2023 and 2024, the Company has not only delivered Phase Two (middle-office functions, e.g. production), but has also completed a number of other strategic objectives, including M&A activity with two small acquisitions.

In light of the macro difficulties and geopolitical volatility that have been prevalent across a multitude of markets this year, the Company has engaged in restructuring initiatives to reduce the cost base, with responsive actions particularly targeting Advertising and Consulting in Australia to improve profitability and reshape the business.

Alongside completion of Phase Two of the transformation programme, the Group has successfully united behind Cultural Power, our proposition for understanding the forces which drive purchasing behaviour and brand growth for our clients. This has been deployed in tandem with our data-led and AI-driven Cultural Power Index, which helps our clients to navigate a fragmented consumer and channel landscape.

Moreover, we have further reduced put option liabilities, lowering the future cash settlements required. This, combined with greater financial discipline, has strengthened our balance sheet and our cash profile.

There is always more to do, but these are strong foundations upon which we will continue to build.

Strategic M&A

Marking a return to inorganic growth, the Company executed its first M&A activity in seven years, successfully completing two small strategic acquisitions during the period. In May 2025, we announced the acquisition of Dune 23, an award-winning sports agency based in Dubai and Abu Dhabi. This acquisition complements our popular sport and entertainment capability in the Middle East. In September 2025, the Company acquired The Women's Sports Group, a leading specialist advisory and media rights consultancy in women's sport, based in the UK, which will further strengthen our end-to-end sport and entertainment capabilities. Both businesses are now fully integrated into the Group's local operations.

It is important to stress that the Group is mindful of macroeconomic conditions and while it remains agile and active for bolt-on M&A opportunities, the focus will be to both support our organic businesses through investments and to create value for shareholders, for example through our share buyback programme.

Read more: Our M&A in 2025 on page 22.

Our people and culture

As a people-focused business, our culture and our ability to attract and retain high-quality talent are fundamental to our success. Creativity, innovation and entrepreneurship underpin everything we do across all functions, Specialisms and geographies. Despite market volatility and organisational change, our people have remained highly committed and have responded positively to the challenges presented throughout the transformation. Employee engagement has remained broadly stable and in line with the industry average, at 67 (2024: 71). This year, thanks to our new systems, we are able to measure global churn rates, with our voluntary global churn rate at 20% (2024: n/a), which supports healthy talent renewal across the Group. We thank all our colleagues for their dedication, including those in our Shared Service Centre in South Africa, whose contribution continues to make a meaningful impact.

Cultural Power proposition

The Cultural Power proposition, launched last year, helps clients harness cultural forces to fuel desire, drive demand and deliver brand growth. This is supported by our Cultural Power proposition: our AI-powered measurement framework that enables us to assess a brand's cultural relevance relative to competitors and inform a more effective investment. We are working in collaboration with the Saïd Business School, University of Oxford to further strengthen

the underlying methodology and advance the development of Cultural Power as an industry-leading metric for growth as well as enhancing the Company's ability to evaluate the return on Cultural Power. The return on Cultural Power will evolve in 2026, moving from concept

to measurement, establishing a new industry metric.

Strategic focus for 2026

The potential and intrinsic value of the Company's high-margin

growth businesses is not reflected in our market capitalisation, and our strategic focus is to simplify businesses and clarify the opportunities which should unlock the value for shareholders. Our broad range of expertise and our connected specialist capabilities are increasingly supported by data-driven insights, data-driven systems and AI-powered processes. Our unique positioning across both government (public) and commercial (private) sectors drive our deep understanding of

our clients' businesses, supported by data-backed consumer insights. Uniting behind our Cultural Power proposition, we have the capability to change behaviours, build influential brands and deliver business solutions for our clients.

We further discuss our business model on page 19.

The Board

2025 marked a period of significant change for the Board.

As announced on 11 April 2025, Zillah Byng-Thorne stepped down as Non-Executive Chair following the conclusion of the Annual General Meeting on 15 May 2025. On behalf of the Board, I would

like to thank Zillah for her leadership and dedication during her tenure as both Executive and Non-Executive Chair, during which she played a pivotal role in the Company's development. At the same meeting, Louise Jackson stepped down from the Board. We are grateful to Louise for her dedicated service and the valuable perspective she provided since joining the Board in March 2020.

Chair's Statement and Review continued

Following my tenure as Senior Independent Director, I was appointed interim Non-Executive Chair, before formally assuming the role of Non-Executive Chair on 17 June 2025 after a constructive period of shareholder consultation. More recently, following Zaid Al-Qassab's departure on 31 March 2026, I assumed the role of Executive Chair to ensure leadership continuity during the current transition period.

Consequent to my appointment as Non-Executive Chair, Georgina Harvey, Non-Executive Director and Chair of the Remuneration Committee, succeeded me as Senior Independent Director.

As announced in March 2026, the Board remains focused on accelerating initiatives to maximise shareholder value. To support this objective, we were pleased to strengthen the Board's expertise with the appointments of Nicholas Shott, as an independent Non-Executive Director, and Vin Murria as both the Company's Deputy Chair and a non-independent Non-Executive Director. Their combined experience will be instrumental in guiding the Company through its next phase of value creation.

You can read more about our Board members on pages 68 and 69.

I would like to express my sincere gratitude to all Board members for their unwavering dedication and significant contributions to the Company throughout a year of transformation.

Shareholder returns and capital allocation

Our key focus is to unlock the intrinsic value that is not currently recognised. Our Capital Allocation Policy aims to maintain an optimal capital structure to support our ambitions, prioritising reinvestment in organic growth, where there continue to be many opportunities. As we balance these priorities, the Board also considers how best to return value to shareholders. In light of this, the Board announced its intention to launch a share buyback scheme in November 2025 and commenced the programme in March 2026. The programme has a value of up to £4.5 million, in line with our commitment to deliver shareholder value.

The Board believes that greater value can be created for shareholders by increasing the share buyback programme rather than through the payment of a dividend. Accordingly, the Board intends to reallocate the amount that would otherwise have been proposed as a final dividend for the year ended 31 December 2025 to an enhanced

share buyback programme.

Please refer to page 21 for more on capital allocation.

Outlook in line with market expectations

M+C Saatchi's specialist capabilities and unrivalled broad range of expertise across industries and sectors enables it to build brands, solve global issues and drive behavioural change. Underpinned by Cultural Power, our stretch across commercial and government sectors generates powerful insights that drives our deep understanding of cultural change and brand resonance.

The Company targets net revenue growth, in line with market estimates, driven by positive momentum from the Issues and Media Specialisms, supported by regional growth in the US and Europe. Macroeconomic difficulty remains in some markets, while the conflict in the Middle East is likely to significantly impact our sport and entertainment and consumer-facing business.

The Group is targeting operating profit and operating margin improvement, in line with market estimates, with anticipated ongoing volatility being managed through our largely variable cost base. We expect our cash-generative and capital-light business to continue to generate an operating cash conversion rate of over 80%, in line with our mid-term target.

DAME HEATHER RABBATTS

Executive Chair 19 April 2026

M&C SAATCHI PLC ANNUAL REPORT AND ACCOUNTS 2025



‌



REFLECTIONS ON MY FIRST YEAR AS CHAIR

"THE BOARD AND SHAREHOLDERS SHARE A FOCUS ON STRATEGIC DELIVERY AND UNLOCKING UNDERLYING INTRINSIC VALUE AS THE MEANS TO CREATE SHAREHOLDER RETURNS."

Having joined the Board in January 2024 as Senior Independent Director, I succeeded

Zillah Byng-Thorne as Chair in May 2025. Following the departure of Zaid Al-Qassab on 31 March 2026, I have transitioned to the role of Executive Chair to provide leadership continuity and oversee the next

phase of the Group's strategic development. It is my privilege to lead this world-famous company as we prepare for a new phase of business growth. I am clear on the action that the business needs to take and our focus will be to simplify the businesses, making sure that our key growth engines and digital expertise are empowered, and to unlock the intrinsic value in the business that is not currently realised.

Our unique market offer combines our deep understanding of our clients' business, our broad expertise across both government and commercial sectors and our data-driven systems, supported by our ability to measure the return on our Cultural Power proposition.

Operational resilience and investing for growth

In light of the macroeconomic and geopolitical headwinds this year,

we have remained disciplined and operationally resilient, controlling what we can control by managing costs, cash flow, and capital allocation, while modernising the Group for the next stage of development. While 2025 was not without its challenges, our diverse portfolio of businesses, broad range of expertise and global footprint allow us to remain resilient when the market context is fragile, while continuing to pursue our long-term growth ambitions. We have also reflected on lessons from this downturn to ensure they inform our future priorities.

Importantly, despite the tough environment, the Company has continued to invest in the business to support its long-term growth ambitions. In addition, we have engaged in bolt-on M&A activity for the first time in seven years, acquiring Dune 23 and The Women's Sports Group in 2025, both high-growth, high-margin businesses which match our cultural, operational and strategic criteria. These bolt-on strategic additions complement our already impressive marketing services offerings and expand the list of capabilities that we can offer our client rosters.

Leadership

Zaid Al-Qassab stepped down in March 2026 after leading the business for just under two years. Having delivered Phase One and Phase Two

of the transformation programme and cost efficiency programme, Zaid ensured that the Company is a far more integrated business, which is stabilised around core leadership with professionalised services, global systems and new ways of working.

Our culture and creativity are critical to our success. It is important that we attract the right people, support them and nurture their creativity. We are only as good as our people and we are committed to developing exciting and fulfilling careers while fostering culturally aligned behaviours to drive Group growth.

Shareholder engagement

The Board's core role is to see that the Company meets its commitments to shareholders and all stakeholders. To support this, I spent time engaging directly with shareholders representing over 75% of our issued share capital during my first seven months as Chair to listen to their views, concerns and insights.

The tone and feedback from shareholders has been constructive and supportive, not only in relation to my assumption of the role of Chair, but also for the strategic direction of the Company. It is clear that there is a need for value creation. I want to make it clear that the delivery of value creation for shareholders is one of my top priorities. For the first

time in the Company's history, thanks to the transformation programme, the Company can continuously develop a stronger balance sheet, strengthen year-on-year cash flow and strategically invest behind growth capabilities as well as expand our footprint and increase exposure to high-potential markets through M&A. These elements, under the right leadership and with the right strategy in place, will create value for shareholders. As you will have seen, we launched a share buyback programme in March 2026 which not only returns surplus cash generated from our strong balance sheet to shareholders, but signals my confidence in the Company's valuation and future growth expectations. Moreover, the Directors are

not recommending a final dividend for the year ended 31 December 2025. Instead, the Board intends to reallocate these funds to an enhanced share buyback programme, underlining its commitment to driving long-term shareholder value.

Shareholders view the Company's integrated operating model and broad expertise across industries, geographies and sectors as a key strength, recognising that our diverse and resilient portfolio provides a strong platform for sustainable growth.

Shareholders have been reassured by our continued emphasis on digitalisation, artificial intelligence, and the development of our centralised data stack, including our Cultural Power proposition. Our Capital Allocation Policy, which prioritises organic growth and returns to shareholders as well as considering strategic and selective M&A, has been another area

of strong endorsement.

Finally, the Board and shareholders are fully aligned in believing that the Company's immediate priorities should be to set the foundations to

unlock our intrinsic value, as well as to focus on disciplined execution to drive earnings growth and improve returns on invested capital. I would like to thank our shareholders for their constructive engagement and continued support.

DAME HEATHER RABBATTS

Executive Chair 19 April 2026

M&C SAATCHI PLC ANNUAL REPORT AND ACCOUNTS 2025

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION 13

US SOCCER KIT LAUNCH

As the Official Marketing Partner for the United States Soccer Federation, the integrated team delivered a record-breaking, commercial win with the launch of the US National Team Kits ahead of the FIFA Men's World Cup.

Every kid grows up emulating their heroes. The celebrations. The iconic moments. The belief that anything is possible. We celebrated the best of the US, bringing together National team players alongside Youth players to show us their Stars and Stripes. Each purchase of the Official Jersey directly supported growing the game in the US and building fan momentum less than 100 days out from the tournament.

211% FIRST 8HRS

171% SUSTAINED 2 WEEKS VS HISTORICAL JERSEY SALES

2.7B+ IMPRESSIONS ACROSS NATIONAL SPORTS, LIFESTYLE AND CULTURAL MEDIA

M&C SAATCHI PLC ANNUAL REPORT AND ACCOUNTS 2025



STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION 14

PANDASTIC

Since 1980, the FIAT Panda has been spreading joy on streets around the world. In 2025, we faced a bold challenge: re-icon an automotive legend for its relaunch, showcasing how it could keep making life fantastic. Or better yet, Pandastic. So, we tapped into the 30th anniversary of an equally joyful, iconic hit: Boombastic. A song that transcended generations, much like the FIAT Panda itself.

Partnering with Shaggy and multi-award-winning director Joseph Kahn, we reimagined the song and its music video with the FIAT Grande Panda at the heart of the story: blending retro-futuristic aesthetics with urban energy, Grande Panda embodies a lifestyle driven by

fun, creativity and personality, transforming everyday mobility into something truly Pandastic. The new "Life is Pandastic" earworm and mantra rolled out across TV, OOH, print, digital, and social-powered by TikTok activations and special content-positioning Grande Panda as the perfect companion for a smoooooooth urban life.

MORE THAN 300 MILLION VIDEO IMPRESSIONS

OVER 30 MILLION VIDEO VIEWS

MORE THAN 1 MILLION ENGAGEMENTS

M&C SAATCHI PLC ANNUAL REPORT AND ACCOUNTS 2025



STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION 15

UNAPOLOGETICALLY CONVENIENT

Gopuff, a leading instant commerce platform delivering essentials in as little as 15 minutes, set out to accelerate new user growth by clearly communicating what makes the brand different. By highlighting the advantages of its owned-and-operated

fulfilment network, Gopuff aimed to reinforce its relevance in everyday moments, expand reach into new households, and drive first-time orders by highlighting value, curated assortments, exclusive products, and ideas for seasonal shops.

To achieve these goals, we deployed a

multi-channel media strategy supported by a focused creative framework that consistently showcased Gopuff's differentiated value. "Search and Shopping" captured high-intent demand, while segments on shoppable formats surfaced products to consumers ready to buy. App Store activity converted users at the moment of consideration.

Social media played a central role, bringing Gopuff into daily routines through video, static assets, dynamic product ads, creators, and user-generated content. Creative input reinforced a clear brand voice - fast, on-tap, and unapologetically convenient - making Gopuff's differentiators visible across real-life scenarios such as hosting, grocery restocks, and late-night study sessions.

Value was shown through everyday proof points, while assortment breadth was highlighted through spotlighting staples and the "Latest & Greatest" section.

48% LIFT IN NEW PURCHASES

10.7% LOWER CUSTOMER ACQUISITION COSTS

M&C SAATCHI PLC ANNUAL REPORT AND ACCOUNTS 2025



‌STRATEGIC TRANSFORMATION

SELLING IN, UP AND ACROSS

Creation and development of Cultural Power proposition to underpin our connected creativity.

The Golden Staircase is how M+C Saatchi describes the way we move ideas from insight to impact, connecting strategy, creativity, and execution in a seamless journey. It is a framework that helps us focus, measure progress, and deliver work that drives meaningful results.

Transformation programme: Focus 2022-2025

MIDDLE-OFFICE EFFICIENCIES - PHASE TWO

Centralised data stack, Intelligence Insight function, products

and production.

OPERATIONAL LEVERAGE

Focus 2026 +

PORTFOLIO SHIFT TO HIGHER MARGIN MIX

Mix improvement through higher-margin Specialisms.

INVESTMENT FOR GROWTH

High-quality leadership investment.

Investing in data, artificial intelligence, tools and technology.

Bolt-on strategic acquisitions in high-growth, high-margin areas.

GOLDEN STAIRCASE

BUSINESS EXITS AND PUT OPTION REDUCTION

Exited unprofitable businesses. Reduced put option liabilities.

BACK-OFFICE EFFICIENCIES - PHASE ONE

Harmonised systems and migrated the business to our Shared Service Centre.

Operating margin

Improved operating margin and enhanced shareholder value

Strategic pillars Strategic goals Transformation objectives Achievements

Business exits

and put option reduction

Improve governance efficiency

by simplifying and rationalising the Group structure.

  • Exited marginal and loss-making businesses.

  • Reduced put option liabilities.

  • Our simplified structure has 20 in-market operations including licensees.

  • Allows focus on high-potential markets.

11

businesses exited since 2023.

Extended Group-focused incentive

metrics to all leadership cohorts.

  • Long-Term Incentive Plan measured against Group-wide performance targets.

  • Executive Leadership Team rebuilt around senior business leaders across regions and Specialisms, which simplifies the reporting structure and encourages integrated pitches, in line with Group-wide metrics.

Back-office

efficiencies -Phase One

Free up creativity and focus on client

service through shared administrative services as part of back-office efficiencies.

Ensure greater financial visibility and controls through better operational information systems.

  • Unleashed creativity by reducing the administrative burden on creative leaders through the Shared Service

    Centre in South Africa, supporting Finance, HR, Property, IT and Procurement across all five regions as of 2026.

  • Single system for people management (Workday) and communications (MS 365) and increased use of AI tools.

  • £10 million annualised savings during 2023 and 2024.

  • Embedded NetSuite as our finance information system to enable unified reporting protocols.

  • Launched our CRM tool, HubSpot, to facilitate cross-Specialism and cross-regional work.

  • Global HR migrated to Workday for effective people and talent management.

Group won

6

integrated pitches in 2025.

Middle-office

efficiencies -Phase Two

Restructure the middle-office

capabilities with systems and services for shared production.

Right-size the business.

Democratise data and products for our people. Partner with AI tools to enhance client-facing process.

  • Creation of centralised production capabilities through reducing duplication and creating wage arbitrages.

  • Unlocked further efficiencies of £5 million annualised for 2025, up from the £3 million initially communicated.

  • Global production set-up, ensuring the maximum of work kept in-house and reducing reliance on third parties.

  • Adapting the business for an evolving landscape and increasing the margin in lower-margin businesses.

  • Reduction of Advertising footprint in Australia in 2025.

  • Democratised our data stack, enabling full benefit from Company-generated first-party data consumer insights.

  • Developed our Cultural Power Index (CPI). The CPI has now expanded to cover over 4,000 brands across our key markets and is partnering with Oxford University-Saïd to develop the model into an industry-leading metric.

  • Established partnerships with AI developers to enhance client-facing processes and capability.

Unlocked

£5M

in efficiencies, up from £3 million.

Selling in,

up and across

Selling in, up and across and our "two-door" approach.

Holistic problem-solving solutions.

  • Integrated model achieved in Phase One enables joint pitching opportunities, where the client can benefit from a tailored approach across the full marketing chain.

  • Wider problem-solving and deeper client engagement instead of specific resolutions.

  • Clients can engage through our "two-door" approach. Front door: regional approach where clients will opt for an integrated solution to solve a wider problem or need. Side door: the client has a specific specialist need.

51

clients across multiple Specialisms.

Portfolio shift to higher margin mix

Achieve an overall high-margin, relatively lower cyclical profile by continued diversification of the portfolio and strong mix effect.

  • Non-Advertising Specialisms remains at 67% of like-for-like net revenue, with Advertising accounting for 33%.

  • Advertising, with its greater cyclicality and structurally lower margins, retains its marketing power for our world-famous brand and is a key door-opener with clients.

  • Maintaining strong growth in low and anti-cyclical Issues Specialism by investing in data-secure solutions.

  • Smaller markets moved to a licensing model.

Non-Advertising Specialisms at

67%

of net revenue.

Investment for growth

Investing for growth via organic investments and M&A.

  • Investment into improved systems and capabilities such as AI, data, security.

  • Roll-out of Adobe, Copilot and Springboard licences to boost creative process, efficiency and speed.

  • Strong talent and senior leadership appointments to capitalise on the Company's integrated model.

  • Bolt-on strategic acquisitions in high-margin and fast-growing areas such as Dune 23 and The Women's Sports Group in 2025.

2

acquisitions in 2025.

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION 18

ADIDAS SUPERSTAR

A CULTURAL PLAYGROUND FOR A CULTURAL ICON

To reignite love and drive demand, purchase and Gen-Z hype for the iconic adidas "Superstar" trainers, we transformed 180 Studios into a cultural playground for a three-day "This Is Superstar" event celebrating the shoe's legacy in fashion, music, and skate.

The space featured a custom-built skatepark in the heart of London, standout performances from Xaviersobased and Confidence Man, and thought-provoking workshops led by FD from the Future alongside a panel hosted by Labrum.

Throughout the experience, we kept Superstar firmly embedded in culture, giving guests the opportunity to express themselves through sneaker customisation, t-shirt printing, nail art and even tooth gems.

3,000+ CONSUMERS ENGAGED

87.5 MILLION SOCIAL MEDIA IMPRESSIONS

M&C SAATCHI PLC ANNUAL REPORT AND ACCOUNTS 2025



STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION 19

OUR BUSINESS MODEL

Our connected creativity is underpinned by Cultural Power and provides scaled creative excellence with a client-centric approach through a combination of culture-defining creativity, digital and data-backed solutions. We strive to solve client problems through our end-to-end marketing solutions and connected Specialisms which combine the creative flair and agility that clients desire, a trusted and famous brand and deep insights derived from our broad

range of integrated expertise that stretches across public and private sectors. We offer high-quality creative output across a breadth of marketing services, supported by our Intelligence Insight team who deliver combined data and AI solutions. Our work with clients covers both strategic planning and the creation and execution of their

CONSULTING

CLIENT PROBLEM

CITIzEN SECTOR

COMMERCIAL SECTOR

"Two-door" approach

Full breadth of marketing services

ADVERTISING

PASSIONS & PR

ISSUES

VALUE CHAIN

MEDIA

marketing plans, from measurement to evaluation.

Through our "two-door" approach, where clients will opt for an integrated solution to solve a wider challenge or opt for help with a specific specialist need, our Consultancy, Advertising, Passions & PR, and Media Specialisms reflect the breadth of our capabilities and can flex to the different stages of a client's marketing journey, largely within the private or "Commercial" sector. Our Issues Specialism offers the full span of services, but focuses on the specific

demands of largely public sector, or "Citizen" sector, clients.

Critically, our expertise across these two broad sectors allows

for cross-fertilisation of business and ideas as well as the generation of deep consumer insights.

Meanwhile our newly integrated operating model (replacing the previous federated model) allows the Group to engage more than ever before with clients across a range of Specialisms in the marketing chain, enabling cross-sell opportunities.

CLIENT SOLUTIONS EMPOWERED BY CONNECTED CREATIVITY & DEEP INSIGHTS THAT STRETCH ACROSS GEOGRAPHIES, INDUSTRIES AND SECTORS

M+C SAATCHI EXPERIENCE UNDERPINNED BY CULTURAL POWER

Client-led

BRIEF AND PITCH

OBJECTIVE/PROBLEM

M+C Saatchi-led

CLIENT SOLUTION

PRODUCTION

CREATIVE FLAIR

PROPOSAL

M+C SAATCHI

SPECIALIST SOLUTIONS

CONNECTED CREATIVITY

REVENUE COSTS

PROFIT & CASH

INVESTMENTS DIVIDENDS

M&A

Cross-sell opportunities

Go-live ROI evaluation

M&C SAATCHI PLC ANNUAL REPORT AND ACCOUNTS 2025



STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION 20

REVOLUTION - NOT REPLACEMENT

To tell a very human story, we leaned into artificial intelligence (AI). Working with L'Oréal Group in the USA, we took their global beauty brand and made it local, personal and relevant by telling the stories of people working at one of their production facilities. What once would have taken weeks

to collate and organise, now just took days: interviews, video clips, storyboarding, filming, imagery. The client was able to view a near-finished production very early in the process thanks to AI efficiency across the entire project.

AI IS REVOLUTIONISING THE INDUSTRY,

NOT REPLACING IT.

M&C SAATCHI PLC ANNUAL REPORT AND ACCOUNTS 2025



‌HOW WE DRIVE SHAREHOLDER RETURNS

Our Capital Allocation Policy is focused on organic growth and unlocking intrinsic value

The Board's key focus is to unlock the intrinsic value that is not currently recognised. The Company is a capital-light business which, over the medium term, is capable of converting at least 80% of its operating profits into cash, subject to some degree of variability over the cycle.

Our Capital Allocation Policy is designed to preserve an optimal capital structure that supports the delivery of our strategic objectives, with a primary focus on reinvesting in organic growth, where we continue to see substantial opportunities. As we balance these priorities, the Board also considers how best to return value to shareholders.

In light of this, the Board announced its intention to launch a share buyback scheme in November 2025 and commenced the programme in March 2026, with a value of up to £4.5 million, as part of its commitment to deliver shareholder value.

  • The Board believes that greater value can be created for shareholders by increasing the share buyback programme rather than through the payment of a dividend. Accordingly, the Board intends to reallocate the amount that would otherwise have been proposed as a final dividend for the year ended 31 December 2025 to an enhanced share buyback programme.

    CREATIVE SOLUTIONS

    BRILLIANT PEOPLE

    EXTRAORDINARY CREATIVITY

    AMAzING CLIENT SERVICE

    GOLDEN STAIRCASE

    IN, UP AND ACROSS

    PORTFOLIO MIX

    INVESTMENT

    GO-TO-MARKET

    CONNECTED CREATIVITY + DEEP INSIGHTS

    GLOBAL CAPABILITIES

    CULTURAL POWER

  • Operationally, the Company will aim to drive earnings per share accretion through a combination of organic growth, margin enhancement and small bolt-on acquisitions to strengthen capabilities as well as share buybacks.

  • The Company will re-invest to drive long-term growth and add capability, capacity and scale where we can generate the greatest return.

Capital Allocation Policy: focused on organic growth

RETURNS TO SHAREHOLDERS

VALUE CREATION VIA SBB, UNLOCKING INTRINSIC VALUE

ORGANIC INVESTMENT

ADDING CAPABILITY, CAPACITY AND SCALE

SELECTIVE M&A

EXPANDING CAPABILITY

Our investment case: focused on building sustainable profitability and resilience

REVENUE GROWTH OPPORTUNITY

DIVERSE, HIGHER MARGIN PORTFOLIO

STRONG CASH GENERATION

SHAREHOLDER RETURNS

M&C SAATCHI PLC

ANNUAL REPORT AND ACCOUNTS 2025

‌OUR M&A IN 2025

THE WOMEN'S SPORTS GROUP

Complementing our end-to-end offering with sports rights and content production capability.

Acquired in September 2025, this business adds commercial and technical expertise to the Group and follows on from the launch of M+C Saatchi Football . It bolsters our ability to deliver end-to-end services across sports rights, marketing, representation, and partnerships.

The Women's Sports Group is a leading advisory and media rights consultancy specialising in women's sport, and delivering services across media rights, broadcast strategy, production, data and insights, and communications. Its client roster includes leading federations, clubs, broadcasters, brands, and government bodies.

The team of industry experts apply deep understanding of both women's and men's sport properties to create tailored strategies to deliver commercial objectives.

DUNE 23

Strengthening our presence and credentials in our fastest growing region.

Building on our successful global sport and entertainment offering, we have created further expansion and integration in the Middle East through the acquisition of Dune 23 in June 2025.

Dune 23 has become one of the most successful sport and entertainment businesses in the Middle East since it launched over two years ago, with a substantial client portfolio and

a team of over 50 working across PR, communications, digital and social media, experiential events and activations, and commercial partnerships.

M&C SAATCHI PLC ANNUAL REPORT AND ACCOUNTS 2025



‌MARKET BACKGROUND1

Macro trends

The outlook for 2026 remains uncertain, shaped by a backdrop of geopolitical tension and uneven global economic signals. While the US shows signs of strengthening, trends elsewhere are more subdued, with Australia and parts of Europe facing softer conditions and the Middle East embroiled in conflict. However, our streamlined cost base, balanced portfolio and broad geographic reach provide a strong foundation

as we navigate this complexity. More detail on our portfolio can be found on page 29.

Global advertising spend

Global digital advertising spend is forecast to grow +7% in 2026, reaching 69% of total global advertising investment, reinforcing its position as the industry's primary growth driver versus more traditional advertising outlets.

Retail media will expand +14%, followed by online video (+12%) and social media (+11%), as brands prioritise measurable, commerce-led formats.

Programmatic now accounts for over 80% of digital spend, highlighting the ecosystem's automation and maturity.

Global ad investment has surpassed S1 trillion (+5%) and digital continues to outpace the overall market, supported by AI-driven optimisation, data-enabled targeting and the integration of content, commerce and entertainment across platforms.

Traditional media: Digital advertising:

TV: +2% +7% growth; 69% share of total spend

Out-of-home: +4% Retail media: +14%

Cinema: +2% Online video: +12%

Print: -3% Social media: +11%

Fastest-growing sectors: Programmatic:

Technology: +10% >80% of digital spend

Public sector: +10%

Beverages: +10%

% values vs. 2024.

Our key markets Growth 2026 Key drivers

Global +5% Market surpasses S1 trillion for the first time. Growth

outpaces global GDP. Digital remains the core infrastructure of the "algorithmic era".

Americas

+5%

Solid regional expansion led by the US and Brazil. Major

events stimulate spend. Expected to top over S460 billion in 2026.

US +5% Boosted by FIFA World Cup and mid-term elections.

EMEA

+4%

Moderate but steady growth with varied speeds across

European markets. Middle East conflict threatens to derail growth forecasts, which currently stands at S200 billion.

UK +6% Fastest-growing major market in EMEA.

Italy

+5%

Second-fastest-growing market in EMEA. Supported by

Milan-Cortina Winter Olympics (€22 million incremental spend) and FIFA World Cup (€100 million potential uplift). Remains among top 12 global markets.

Germany +3% Slower but positive growth trajectory.

APAC

+5%

Fastest-growing region globally. Driven by strong

digitalisation and major sporting events.

Our portfolio

The breadth of our portfolio continues to be one of our greatest strengths, providing resilience through diversified exposure across markets and industries. This balanced mix helps shield the Group from volatility in any single geography or sector, while also creating opportunities that move counter to broader economic cycles. Although the UK appears to represent a larger share of our activity, this is primarily due to our global

Issues Specialism being led from London. Issues remains our largest Non-Advertising Specialism, delivering public sector work across the UK, the US, Australia and other western democracies. Beyond this, our exposure is well distributed, with retail as our second largest industry and financial services closely behind. Together, our top five industries account for around 65% of Group revenue and spread across public and private sectors, reflecting both scale and diversity in our client base.

1. Sources: Dentsu, International Monetary Fund, World Economic Forum, McKinsey & Company, OECD, UNCTAD (United Nations Conference on Trade and Development), Synergy Research Group, eMarketer (Insider Intelligence), PitchBook, Goldman Sachs, NielsenIQ, Deloitte, Kearney, SIPRI (Stockholm International Peace Research Institute), Atlantic Council, WFH Research (Stanford / Nick Bloom), LinkedIn Economic Graph.

‌OUR GLOBAL AI PHILOSOPHY

IT'S PEOPLE, NOT TECHNOLOGY, WHO CHANGE CULTURE

We use artificial intelligence (AI) to augment human creativity, scale bold ideas, and create content that matters. We want to make better, more culturally resonant work, not just more work. And to go further, faster, for our clients while being deliberately careful and curious in our approach.

OUR AI PRINCIPLES

These principles guide how we use AI across the Group. They are here to protect our people, clients, audiences, and creative integrity. AI is revolutionising our industry, not replacing it.

1. CREATIVITY & INNOVATION

5. DATA PRIVACY

2. USAGE TRANSPARENCY

6. INTELLECTUAL PROPERTY

3. HUMAN-CENTRED

7. ETHICAL BOUNDARIES

4. HUMAN OVERSIGHT

8. CONTINUAL IMPROVEMENT

‌OUR AI ADOPTION AND OPPORTUNITIES ACROSS THE CREATIVE PROCESS

Artificial intelligence (AI) is a transformative

tool, especially when adapted to facilitate our creative solutions. This adaptation is needed to maximise the benefits that AI can provide

across the creative process. Alongside our core investment in our proprietary AI-powered tool, the Cultural Power Index, we are partnering with the highest-profile AI developers in the world to ensure we are positioned at the forefront of AI tool emergence without excessive associated costs.

We see five areas where AI is making an impact in our industry (see right). AI presents an opportunity for the Group through both our AI Policy and subsequent adoption - which, when combined with our business model

and portfolio of Specialisms, allows us to successfully navigate areas where AI can be perceived as a threat.

Read more on AI in the Principal Risks and Uncertainties section on page 43.

DATA

Opportunities grasped

IDEATION EXECUTION

Threats overcome

PRODUCTION

MEDIA BUYING

AI can speed up the filtering, collection and analysis of huge amounts of data to draw deep insights, which in turn allow us to calculate the return on investment (ROI) of a campaign, or make other outcomes-based assessments.

The Group has its own in-house data agency, Fluency, within our Consulting Specialism. Data is centralised and democratised via our Intelligence Insight team who work across the Group - providing insights into brands, markets and consumers. Moreover, our investment in the Cultural Power Index tool, uses multiple large language models (LLMs) and draws data from numerous sources, giving billions of data points on over 4,000 brands worldwide. This tool can be used in the pitching process to analyse a brand before a campaign as well as later to measure the outcome of client campaigns.

While human creativity remains highly valued for differentiation and ingenuity, AI tools generate fast mock-ups and alternative versions at speed.

We use specialist software tools designed for the creative industry. These tools allow for faster idea development, such as storyboard and mock-up generation to speed up client campaign processes.

AI allows us to automate processes, provide digital templates, and translate instantly.

We partner with the best in the business, such as the global giant Adobe, for task automation and

time saving. Partnerships such as these allow us to stay at the forefront of AI tool usage while avoiding the deeply expensive and constant capex investments of independent AI development.

AI tools have changed the game in production: there is now less reliance on traditional production with AI-generated ads.

The Group does not have production capability, which has allowed us to leapfrog into digital production at minimal cost to provide production services via AI tools.

The automaton of media buying is growing, reducing the need for intermediaries. AI is now leading this statistically driven data-based activity, which has historically been a cash cow for peers.

The Group has no exposure to traditional media buying.

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION 26

SEE MORE ON OUR WEBSITE:

Cultural Power Index

THE CULTURAL POWER PROPOSITION: HELPING CLIENTS HARNESS CULTURAL FORCES TO FUEL DESIRE, DRIVE DEMAND AND DELIVER BRAND GROWTH.

Our Cultural Power proposition, launched last year, helps clients harness cultural forces to fuel desire, drive

demand and deliver brand growth. This is supported by the Cultural Power Index (CPI), our AI-powered measurement framework that enables us to assess a brand's cultural relevance relative to competitors and inform more effective investment. The CPI now covers over 4,000 brands across our key markets, and we are working in collaboration with the Saïd Business School, University of Oxford to further strengthen the underlying methodology and advance the development of Cultural Power as an industry-leading metric for growth.

As we develop the Cultural Power proposition, we are continuing to evolve the CPI to help clients better understand how cultural relevance translates into commercial performance over time. This includes ongoing research partnerships that are strengthening the framework and supporting the longer-term development of Cultural Power measurement, as well as understanding our ability to evaluate the return on Cultural Power.

CULTURAL

BRANDS NEED

POWER

CULTURAL POWER IS THE FORCE THAT SHAPES MARKETS - EARNED THROUGH INFLUENCE, EXPRESSED THROUGH BEHAVIOUR, AND PROVEN THROUGH IMPACT.

M&C SAATCHI PLC ANNUAL REPORT AND ACCOUNTS 2025



HOW WE BUILD CULTURAL POWER THAT COMPOUNDS

We use our diverse portfolio of expertise, deep insights and connected creativity to deliver behavioural change for our clients.

BUILDING A CONNECTION THAT COMPOUNDS

We implement, measure and manage the entire process through media and loyalty. Our Media

and Performance teams measure each campaign's efficacy to understand the return on Cultural Power.

4. SUSTAIN OUR EXECUTION &

COMMERCIAL IMPACT

  1. SIGNAL OUR CULTURAL

    ADVANTAGE & BROAD EXPERTISE

    WE UNDERSTAND CULTURE BEFORE IT MOVES

    Through multi-sector work, we identify tension, behaviours and opportunities for brand leadership via deep insights.

    WE CREATE IDEAS,

    3. SHIFT

    CULTURAL POWER

  2. SHAPE

PLATFORMS AND EXPERIENCES THAT CONSUMERS ACTIVELY ENGAGE WITH

This work is led by our connected go-to-market offer across Advertising, PR and Social Media teams and talent/influencer partnerships.

OUR BEHAVIOURAL CHANGE EXPERTISE

OUR CREATIVE PROWESS & CULTURAL EXPRESSION

WE MAKE CLEAR CHOICES, SET THE BRAND DIRECTION, ESTABLISH MEANING AND DESIGN EXPERIENCES

This work is led by our Consulting, Advisory and Creative teams.

‌PEOPLE AND CULTURE

UNLOCKING CREATIVE POTENTIAL ACROSS THE GROUP

Creativity sits at the heart of our performance, and our culture must be nurtured to sustain it. We foster an environment where innovation is encouraged, ideas are challenged, and creative excellence can thrive. Our approach focuses on attracting outstanding people, enabling them to do their best work, supporting their development, recognising great achievements and rewarding contribution fairly. Our ambition is to create a "fun and frictionless" workplace.

Our people and our ethos

Our success is dependent on our people, and their views matter.

We actively seek feedback through our Loop survey, complemented by ongoing dialogue and collaboration across the Group. Huddle (our employee communication platform) continues to play an important role in sharing information and insights, while townhalls and informal communication remain a vital part of how we stay connected. In May 2025, we ran a series of regional events hosted by members of the Executive Leadership Team, where our people heard about our strategy, our Cultural Power proposition and our operating model. These events also launched our ethos statement: "Make Something Mean Something", intended as a rallying call pointing towards our strategy, and an encapsulation of how we do our best work.

Attracting and retaining exceptional talent

Our brand strength and creative heritage continue to attract talent, but we remain focused on evolving and improving. Our in-house Talent Acquisition team has a mission that includes a "human-first approach that treats every candidate like a client". In 2025, we developed a "Talent Acquisition Playbook" tool for all managers to support the hiring of high-quality, diverse, talent, through a best-in-class process.

We recognise that our clients expect diverse perspectives and a deep understanding of the societies they serve. Since 2020, our Open House programme has helped remove barriers for individuals

entering, re-entering or changing to careers in creative communications who may lack traditional access or networks. The programme is a free, seven-week online course, comprising weekly one-hour seminars. In 2025, we adjusted the timing of this programme to better support onward opportunities into internships, and to ensure that the programme is fully globalised. This means that 2025 was a fallow year and the 2026 programme began on 11 March 2026.

Developing meaningful careers

We are committed to supporting meaningful careers. Our global training programme Skillshot blends external and internal expertise to offer employees insights on a wide range of topics from "How to Have An Idea" to resilience training.

Leadership incentives

Strong leadership is the backbone of culture. During the year,

MAKE

SOMETHING

MEAN SOMETHING

we further evolved our leadership incentive framework to reinforce our regional operating model and support regional growth targets. We also introduced new environmental, social and governance metrics linked to our Planet and People Commitments: for example, each of our regional chief executive officers now has a target for employee engagement.

Minimum standards

A successful culture needs guardrails and standards; our people and clients both expect it. In 2025, we launched refreshed and globally consistent policies, such as on social media use, and artificial intelligence guiding principles. We also implemented a globally consistent framework of mandatory training across all our businesses, including modules on cyber security and preventing sexual harassment. We achieved 100% completion in this first programme, which will run annually.

The Loop 2025 - employee engagement

Our 2025 Loop survey results showed a small downturn in engagement, and it is clear that the recent period of change and transformation has impacted how people are feeling. Whilst this is not unusual for organisations going through intense change, we interpret this as a sign that we need to listen carefully and take action to ensure that employees continue to feel positive about working at the Group.

Inclusion

Our Global Diversity and Inclusion Policy reflects our commitment to valuing the unique backgrounds, perspectives, and identities of every individual. We embrace diversity in all forms including race, gender identity, age, sexual orientation, disability, and socioeconomic status. To ensure equity, our recruitment tools and new Talent Acquisition Playbook empower hiring managers to identify and remove biases from the selection process. We encourage all applicants to request any necessary reasonable adjustments. As a certified Disability Confident Employer in the UK, supported by our "Enable" network and external occupational health partners, we are dedicated to providing the adjustments and advocacy needed for our neurodivergent and disabled colleagues to thrive.



‌OPERATING REVIEW

ADVERTISING

33%

of Group net revenue

495

employees1

Advertising is the cornerstone and key entry point to the Group's expertise. Our world-famous brand is renowned for its boldness and creativity.

Highlights

  • Core Specialism behind our first ever Super Bowl ad.

    • Strong momentum in the US and Europe with increased

integrated pitching.

ISSUES

27%

of Group net revenue

362

employees1

Issues offers highly differentiated sector expertise for the public sector and provides our fully integrated marketing offering.

Highlights

  • Strong growth engine for the Company with high margin.

  • Temporary decline due to US Government shutdown.

  • Untapped opportunities with significant white-space.

PASSIONS & PR

16%

of Group net revenue

239

employees1

Expertise in sport, music, film, fashion and culture. Digitally focused social media and experiential expertise for an increasingly digital audience.

Highlights

  • Strong potential for growth with launch in the Middle East as well as two acquisitions in this space.

  • Increasing demand for integrated social and cultural marketing.

    • Strong data-backed consumer insights.

CONSULTING

12%

of Group net revenue

149

employees1

Transformative growth enabler for clients through strategy and innovation, research and insight, design and technology, AI and products.

Highlights

  • New leadership under Karen Boswell (also leads Media) with

an increasingly digital focus.

  • Impacted by US policy changes and tough macro conditions.

MEDIA

12%

of Group net revenue

406

employees1

Mobile-first digital marketing capability, driving growth

in mobile ecosystems via strategy advisory, AI and activation tools.

Highlights

  • New leadership under Karen Boswell (also leads Consulting).

    • Strong demand for digital activation, AI-enabled tools and

app expertise continues.

  • High appetite for measurable ROI.

1. Employees representative as of 31 December 2025

Operating Review continued

Financial performance

Net revenue Operating profit

The US Government shutdown in quarter four had a material impact, leading to an overall decline in the year. The Group continues to invest

Non-Advertising Specialisms

136.2

145.7

(6.5)%

Advertising

68.5

75.2

(8.9)%

Group central costs

-

-

-

Total like-for-like results

204.7

220.9

(7.3)%

Constant currency adjustment

-

7.0 -

Discontinued

5.3

3.5 -

Other adjustments 1

-

- -

Total Statutory

210.0

231.4 (9.2)%

£m

Net revenue mix by Specialism

Advertising 33%

Issues 27%

Passions & PR 16%

Consulting 12%

Media 12%

Like-for-like

2025 2024 Change % 2025 2024 Change %

23.3

37.7

(38.2)%

7.7

8.4

(8.3)%

(6.1)

(12.4)

50.8%

24.9

33.7

(26.1)%

0.6 -

1.2

0.8 -

(15.9)

(12.6) -

10.2

22.5 (54.7)%

Specialisms' like-for-like performance

Advertising

  • 33% of like-for-like Group net revenue (2024: 34%).

  • Like-for-like net revenue of £68.5 million (-8.9%) (2024: £75.2 million).

The decline is largely driven by Australia where macro conditions were very challenging, resulting in significant revenue shortfall due to client caution around campaign spend, particularly among consumer-facing businesses. These declines more than offset continued growth in the US and Europe, which continue to show progress. Excluding Australia, Advertising would have declined by only 1%. The outlook for 2026 remains challenging, driven by continued macro volatility

and subdued market conditions offsetting stronger demand in Europe

in Issues, enhancing our non-UK footprint, our data security capabilities and talent. We continue to develop our expertise in this unique and highly specialised field which has strong barriers to entry. With ongoing geopolitical uncertainty and a broadened client list, and an expected full 12 months of US Government spend, this Specialism will deliver growth in 2026.

Passions & PR2

  • 16% of like-for-like Group net revenue (2024: 16%).

  • Like-for-like net revenue of £32.0 million (-11.4%) (2024: £36.1 million).

    Net revenue decline due to the tough market context, reduced client project spend and a client loss. Sport and Entertainment (S&E) remains a high-potential growth opportunity, powered by our

    data-systems, particularly in the US. Following our acquisitions in 2025 of Dune 23 and The Women's Sports Group, which add to our capabilities in the S&E area, the Company remains confident in the medium-term growth outlook. However, although the outlook for 2026 is more encouraging, PR continues to be affected by our exposure to the softer UK market while Sport and Entertainment will be affected by the conflict in the Middle East.

    Consulting3

  • 12% of like-for-like Group net revenue (2024: 14%).

  • Like-for-like net revenue of £24.7 million (-18.8%) (2024: £30.4 million).

    This Specialism was materially impacted by macro challenges

    Net revenue by Specialism

    2025

    £m

    % change vs 2024

    and the US.

    Advertising

    £68.5

    (8.9)%

    Issues

    £54.3

    (4.1)%

    Passions & PR

    £32.0

    (11.4)%

    Consulting

    £24.7

    (18.8)%

    Media

    £25.2

    11.5%

    Group

    £204.7

    (7.3)%

    Issues

    • 27% of like-for-like Group net revenue (2024: 26%).

    • Like-for-like net revenue of £54.3 million (-4.1%) (2024: £56.6 million).

  1. Other adjustments comprise of: separately disclosed items that are one-off in nature and are not part of running the business; impairment of non-current assets; amortisation of acquired intangibles; gains or losses generated by disposals of subsidiaries and associates; fair value adjustments to unlisted equity investments; dividends paid to IFRS 2 put option holders; and put option accounting.

    leading to project deferrals, particularly in Australia, and following US Government policy changes, which led to a double-digit revenue

    decline. Sector challenges are expected to continue in 2026 given the wider economic pressures resulting in delays to project start dates and deferral of client spend.

  2. Passions includes the PR business (moved from Advertising) as of 2024.

  3. 83% of the decline can be attributed to Australia.

    M&C SAATCHI PLC ANNUAL REPORT AND ACCOUNTS 2025

    Operating Review continued

    Media

    • 12% of like-for-like Group net revenue (2024: 10%).

    • Like-for-like net revenue of £25.2 million (+11.5%) (2024: £22.6 million).

Media registered strong growth through a combination of client wins and retained work, largely driven by the UK and APAC markets.

Performance media, digital expertise and digital app-related projects remain in high demand, particularly with clients looking to generate measurable increased return on investment on campaigns. This Specialism continues to strengthen its digital expertise and utilises both data and artificial intelligence to solve client problems and

Headline operating margin

23.3%

22.9%

25.0%

22.3%

22.8%

11.7%

12.5%

13.1%

12.8%

15.1%

10.1%

11.6%

12.4%

6.5%

8.2%

30

20

10

0



FY21



FY22

FY23

FY24

FY25



Tough macro conditions and geopolitical volatility impacting overall performance

UK: -4.6% as positive momentum in Media was offset by a soft performance in Advertising and Consulting. The Issues Specialism, whose financial results are recognised entirely in the UK, also declined due to the material impact of the US Government shutdown.

APAC1: -22.3% as the macroeconomic environment in the core Australia market remained very weak, affecting Advertising and Consulting, due to reduced client spend, particularly by consumer-facing businesses.

Americas: -1.9% as strong growth in US Advertising was entirely offset by project delays in Consulting.

Europe: -3.2% as strong growth in Advertising, particularly in Italy, was offset by temporary weakness in Germany.

Middle East: +3.6% growth in Advertising alongside positive momentum in our newly established local sport and entertainment offering. Growth will be tempered by a

client loss in the second half of 2025, which will impact 2026 expectations, while the current conflict in the Middle East will affect the growth of our sport and entertainment business.

deliver measurable returns. The Group expects that Media will continue to grow in 2026, supported by recent wins and improving momentum on the back of our strong client offer.

Operating margin (like-for-like)

Our higher-margin Non-Advertising Specialisms experienced

a 38.2% decrease in operating profit, with an operating margin

of 17.1% (-8.8pps) reflecting a shortfall in revenue growth, particularly in the high-margin Issues Specialism owing to the US Government shutdown where the cost base was maintained, and continued targeted

Advertising Non-Advertising Specialisms Group

Regional like-for-like performance

The UK remains our biggest region, driven by the growth of Issues. APAC is predominantly Australia, while Americas is dominated by the US market. In Europe, the two largest markets are Italy and Germany, and in the Middle East we work predominantly in the UAE. Since the sale of the South Africa businesses, we no longer have an owned business in Africa. Like-for-like regional performance was as follows:

Like-for-like

investments into the Specialism. Advertising's 8.3% decline in operating profit, with operating margin at 11.3% (+20bps), reflects the revenue decline as well as the subsequent active management of the cost base and resizing of the business in Australia.

Group central operating costs decreased from £12.4 million in 2024 to

£6.1 million in 2025, reflecting the absence of an LTIP charge in 2025, increased recharges from Group to the regions and Specialisms for services directly provided on their behalf and the annualisation of cost saving initiatives in 2024.

Net revenue by region

UK

102.9

(4.6)%

APAC

36.3

(22.3)%

Americas

41.9

(1.9)%

Europe

12.0

(3.2)%

Middle East

11.6

3.6%

Group

204.7

(7.3%)

Licensees:

Acquisitions

2025

£m

% change vs 2024

1. 62% of the APAC decline can be attributed to Australia.

Europe (Spain and Sweden) APAC (Japan and Thailand) Middle East (Lebanon) Africa (South Africa)

Shared Service Centres

South Africa (Global) and India (Media)

Dune 23 (Middle East)

The Women's Sports Group (UK)

M&C SAATCHI PLC

ANNUAL REPORT AND ACCOUNTS 2025

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION 32

A CULTURAL STORYLINE RE-WRITTEN

Every summer, "Love Island USA" draws millions of viewers to its romantic drama in Fiji. Last season, fan favourite Jalen Brown became a sensation, gaining 1.6 million followers overnight. But just four days into the show, he was dumped, leaving fans heartbroken.

At the same time, Iceland, beautiful but far from tropical, was competing for attention in a noisy travel market. We saw a moment where a heartbroken reality star-and a country-could tap into a cultural phenomenon at its peak.

Days after Jalen's elimination, Inspired by Iceland posted an invitation via social channels to "forget Love Island - and instead Love Iceland". Fans flooded the comments with support. Jalen reposted the content and packed his bags with fellow contestant JD, doubling reach through their bromance.

With Iceland's biggest tourism partners, we helped create an all-expense-paid itinerary full of the country's best sights, cuisine, and activities. Over five days, they traveled to geysers,

waterfalls and glaciers, rode ATVs, sampled local food, and took part in the Reykjavik nightlife, and documented it all with hundreds of TikToks, Instagrams, and Snapchats.

In a sea of brands offering lip service, Iceland rewrote Jalen's "Love Island: USA" ending in a way millions of fans pined for.

19.6 MILLION VIEWS

8.3% ENGAGEMENT RATE

M&C SAATCHI PLC ANNUAL REPORT AND ACCOUNTS 2025



STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION 33

CULTURAL HERITAGE

Continuing our work with iconic music brand Bowers & Wilkins, we unveiled its latest flagship headphone, the Px8 S2, with an exclusive launch alongside music artist James Blake, music lover David Beckham and music expert Lauren Laverne.

The global launch took place at London's Ladbroke Hall, a venue celebrated for its cultural heritage and artistic resonance, reinforcing the brand's longstanding commitment to craftsmanship. Guests were treated to a rare, stripped-back

acoustic set from James Blake who performed new, unreleased material alongside a selection of his most critically acclaimed tracks from the past 15 years.

The event welcomed over 200 global media from over 20 markets and resulted in coverage output of over 500M reach.

Our partnership with Bowers & Wilkins started in 2022 and has seen us shift brand perception from a tech music brand to a lifestyle brand, converting coverage from 6% to 92% in lifestyle media and ushering in a new phase of commercial awareness and major brand partners.

COVERAGE OUTPUT OF OVER 500M REACH

BRAND PERCEPTION SHIFT FROM 6% TO 92% IN LIFESTYLE MEDIA

M&C SAATCHI PLC ANNUAL REPORT AND ACCOUNTS 2025



‌



FINANCIAL REVIEW

SIMON FULLER

Chief Financial Officer



While our 2025 results reflect the tough macroeconomic context in which we operated during the year, there are a number of positive developments to consider. The additional global efficiency and restructuring programme have delivered £7 million annualised savings, as anticipated, while Phase Two of the transformation programme which targeted cost efficiencies via centralisation and consolidation across production, products and data has delivered a further £5 million in annualised savings. This comes on top of the £10 million annualised savings after Phase One of the transformation that concluded in 2024. These efficiencies across back-office and middle-office functions have freed up resources for creativity and key investments in people, capabilities and structures. As we embed our operating model and look to rationalise the businesses,

we will empower our key growth engines and digital expertise, which will help us to deliver on our growth ambitions and create value for shareholders.

Group results

Like-for-like results1 Statutory results

Revenue

341.0

377.6

(9.7%)

Net revenue2

204.7

220.9

(7.3%)

Operating profit

24.9

33.7

(26.1%)

Operating margin

12.2%

15.3%

-310 bps

Profit before taxation

19.4

29.2

(33.6%)

Profit/(loss) for the year

11.7

21.3

(45.1%)

Non-controlling interests

0.4

0.7

(42.9%)

Profit attributable to equity holders

11.3

20.7

(45.4%)

Earnings/(loss) per share (basic)3

9.4p

17.0p

(44.7%)

Dividends per share

-

1.95p

347.4

395.4 (12.1%)

210.0

231.4 (9.2%)

10.2

22.5 (54.7%)

4.8%

9.7% -490 bps

4.6

18.1 (74.6%)

(2.0)

11.7 (117.1%)

0.2

0.0 -

(2.2)

11.7 (118.8%)

(1.9)p

9.6p (119.8%)

£m 2025 2024 Movement 2025 2024 Movement

"I AM CONFIDENT THAT OUR BRILLIANT PEOPLE WILL RESPOND POSITIVELY TO OUR FOCUS ON GROWTH, EFFICIENCY AND CASH GENERATION, WHICH WILL PROVIDE

COMPELLING RETURNS FOR OUR SHAREHOLDERS."

  1. We discuss our results on a like-for-like (LFL) basis throughout, unless otherwise stated, to provide a more comparable and better basis for understanding our current and future performance, reflecting the Directors' view of the underlying profitability of the business units. Statutory performance remains the primary IFRS measure, however. LFL results exclude items that are not part of routine expenses, including one-off and exceptional items, which form Headline results.

    In addition, LFL results translate 2024 figures to 2025 foreign exchange (FX) rates and excludes results of subsidiaries which management had or intends to exit in the current and prior year, and those of newly acquired subsidiaries in the current year. LFL adjustments are summarised in the Financial review and Note 1 to the financial statements. All figures are subject to rounding.

  2. Refer to Notes to the financial statements for the definition of net revenue.

  3. Basic and diluted earnings per share are calculated by dividing the appropriate earnings metrics by the weighted average number of shares of the Company in issue during the year. Please see Note 1 to the financial statements for a detailed view on adjustments in calculating EPS.

M&C SAATCHI PLC ANNUAL REPORT AND ACCOUNTS 2025

Financial Review continued

Like-for-like performance

The Group generated £204.7 million of like-for-like net revenue in 2025, down 7.3% on last year, driven by a tough macroeconomic environment leading to reduced client spend, particularly in Australia, while geopolitical volatility also had a negative effect on client spend.

Like-for-like EBITDA contracted by 22.6% to £31.5 million (2024: £40.7 million) and like-for-like operating profit was

£24.9 million, down 26.1%. Like-for-like operating profit margin

was 12.2% (2024: 15.3%), with the reduction driven by key investments in senior talent, capabilities and structures, exacerbated by revenue

Profit before tax declined to £4.6 million (2024: £18.1 million), due to the above factors and a slightly higher average drawing on the

Group's revolving credit facility over the year versus 2024, resulting in increased finance costs.

Like-for-like Specialisms and regional review

The Group's segmental and regional performance is reviewed on a like-for-like basis to provide a more comparable and better basis for understanding our current and future performance.

Like-for-like

shortfall and the quarter four impact to the high-margin Issues Specialism. Like-for-like profit before tax was £19.4 million, down 33.6%.

Separately disclosed one-off items, mainly relating to our global efficiency programme and Australia restructuring initiatives, were

£9.1 million.

Like-for-like profit after tax attributable to shareholders was

£11.3 million (2024: £20.7 million). Like-for-like basic earnings per share were down 44.7% to 9.4p (2024: 17.0p).

The Group delivered net cash of £13.3 million (2024: £11.8 million). Working capital registered an outflow of £4.2 million (2024: £3.6 million outflow) excluding transfers to restricted cash. Within the working capital outflow, there was a positive inflow of £4.9 million from operations which was offset by a £9.1 million bonus payment outflow. Excluding transfers to restricted cash, working capital saw an improvement over last year driven by improved cash management.

Statutory results

Statutory results reflect all activities of the business including one-off items, non-recurring events and other regulatory elements. The Group closed its Australian media buying business in September 2025, which contributed to the statutory net revenue decline of 9.2%,

on top of the weaker performance of the Australian business and the US Government shutdown. Operating profit was £10.2 million (2024: £22.5 million) with an operating margin of 4.8% (2024: 9.7%) and reflects the revenue decline and all pre-tax separately disclosed items of £9.1 million in 2025 (2024: £7.2 million), largely attributable to restructuring costs.

Net revenue by Specialism (£m)

Issues

54.3

56.6

(4.1%)

Passions & PR

32.0

36.1

(11.4%)

Consulting

24.7

30.4

(18.8%)

Media

25.2

22.6

11.6%

Non-Advertising Specialisms

136.2

145.7

(6.5%)

Advertising

68.5

75.2

(8.9%)

Total

204.7

220.9

(7.3%)

UK

102.9

107.9

(4.6%)

APAC

36.3

46.7

(22.3%)

Americas

41.9

42.7

(1.9%)

Europe

12.0

12.4

(3.2%)

Middle East

11.6

11.2

3.6%

Net revenue by region (£m)

2025 2024 Change

Like-for-like

2025 2024 Change

M&C SAATCHI PLC ANNUAL REPORT AND ACCOUNTS 2025



Financial Review continued

Shifts in Specialism revenue share over time

Over the last four years there has been a significant change in the mix of our business, with the higher margin Specialisms, particularly Issues and Passions & PR making up a far greater proportion of net revenue, offset by a reduction in the Advertising business. On a regional basis, this is shown through the increase in UK net revenue, with the main reduction being Australia.

2025

33%

27%

16%

12%

12%

100%

Like-for-like net revenue share by Specialism Advertising Issues Passions & PR Consulting Media Total

2021 51% 14% 10% 12% 13% 100%

Like-for-like net revenue share by

2025

50% 18%

20%

-

6%

6%

100%

region UK APAC Americas Africa 1 Europe Middle East Total

2021 39% 30% 17% 6% 6% 2% 100%

Like-for-like reporting

Like-for-like results adjust Statutory results to reflect the underlying profitability of the business units by excluding a number of items that are not part of routine expenses, including one-off and exceptional items (defined as Headline adjustments), by excluding subsidiaries discontinued in 2024 and in 2025, and by retranslating 2024 figures at 2025 FX rates. We provide commentary on like-for-like figures, where applicable, to provide a more comparable and better basis for understanding our current and future performance. Like-for-like adjustments are summarised below and at Note 1 to the financial statements.

Management considers like-for-like figures are a better way to measure and manage the business, and they are used for internal performance management and reward. Like-for-like results is not a defined IFRS term and is not intended to be a substitute for, or be superior to, any IFRS measures of performance.

Reconciliation of like-for-like to Statutory results

The table below summarises the reconciliation from like-for-like to Statutory results for 2025 and 2024 including Headline results.

  1. The Group disposed of the South Africa businesses on 30 September 2024.

    Central costs

    Group central operating costs decreased from £12.4 million in 2024 to £6.1 million in 2025, reflecting the absence of an LTIP charge in 2025, increased recharges from Group to the regions and Specialisms for services directly provided on their behalf and the annualisation of cost saving initiatives in 2024.

    2025

    Revenue

    341.0

    6.4

    347.4

    -

    347.4

    Net revenue

    204.7

    5.3

    210.0

    -

    210.0

    Operating profit

    24.9

    1.2

    26.1

    (15.9)

    10.2

    Operating profit margin

    12.2%

    22.6%

    12.4%

    -

    4.8%

    Profit before tax

    19.4

    1.1

    20.5

    (15.9)

    4.6

    £m Like-for-like

    Acquisitions

    & exits Headline Adjustments Statutory

    Like-for-like 2025 - £m

    Advertising

    Non-Advertising

    Group central costs

    Total

    Net revenue Operating profit/(loss)

    Operating profit margin

    68.5

    7.7

    11%

    136.2

    23.3

    17%

    -(6.1)

    -

    204.7

    24.9

    12%

    Profit/(loss) before tax

    7.3

    21.9

    (9.8)

    19.4

    Like-for-like 2024 - £m

    Advertising

    Non-Advertising

    Group central costs

    Total

    Net revenue

    75.2

    145.7

    -

    220.9

    Operating profit/(loss)

    8.4

    37.7

    (12.4)

    33.7

    Operating profit margin

    11%

    26%

    -

    15%

    Profit / (loss) before tax

    7.9

    35.9

    (14.6)

    29.2

    2024

    £m Like-for-like

    Acquisitions

    & exits FX Discontinued Headline Discontinued Adjustments Statutory

    Revenue

    377.6

    6.2

    11.6

    21.2

    416.6

    (21.2)

    -

    395.4

    Net revenue

    220.9

    3.5

    7.0

    11.9

    243.3

    (11.9)

    -

    231.4

    Operating profit

    33.7

    0.8

    0.6

    1.4

    36.6

    (1.4)

    (12.6)

    22.5

    Operating profit margin

    15.3%

    22.9%

    -

    12.0%

    15.0%

    12.0%

    -

    9.7%

    Profit before tax

    29.2

    0.7

    0.5

    1.5

    31.9

    (1.5)

    (12.3)

    18.1

    Financial Review continued

    Adjustments between like-for-like and Statutory results (Headline adjustments)

    These comprise:

    • Separately disclosed items that are one-off in nature and are not part of running the business (further detail in Note 2 to the financial statements).

    • Impairment of intangible and non-current assets.

    • Amortisation of acquired intangibles.

    • Gains or losses generated by disposals of subsidiaries and associates.

      Foreign exchange adjustments

      The Group is exposed to movements in foreign currency exchange rates on the translation of the results of its overseas businesses. The like-for-like basis applies the constant foreign exchange rates applicable for the current period to the comparative period in order to present the results on a comparable basis. Key Group currency movements reflected the strengthening sterling value compared to the US dollar, offset by sterling weakness versus the euro in 2025.

      Key 2025 currencies and average FX rates used to retranslate the 2024 results are as follows:

      Sterling

      Financial income and expense

      The Group's financial income and expense includes bank interest, lease interest and fair value adjustments to minority shareholder put option liabilities (IFRS 9). Bank interest payable for the year was

      £2.0 million (2024: £2.0 million). The interest on leases remained consistent at £3.2 million (2024: £3.2 million). The fair value adjustment of put option liabilities created a debit of £0.1 million (2024: £0.3 million).

      Tax

      Like-for-like tax

    • Fair value adjustments to unlisted equity investments,

      acquisition-related contingent consideration, investment properties and put options.

    • Dividends paid to IFRS 2 put option holders.

2025

£000

2024

£000

Currency

December

2025

December

2024

stronger/ weaker

Our like-for-like tax rate was 40% (2024: 27.1%). The variation is due to significant items such as specific costs not deductible for tax

United Arab Emirates dirham (AED)

4.8436

4.5984

Stronger

Australian S (AUD)

2.0449

2.0228

Stronger

Euro € (EUR)

1.1675

1.2087

Weaker

US S (USD)

1.3187

1.2516

Stronger

South African R (ZAR)

23.5678

23.5705

Weaker

purposes and tax losses in the period on which no deferred tax asset is recognised due to future forecasts on recoverability.

Statutory tax

The effective Statutory tax rate was 143.8% (2024: 31.5%). We have experienced large variations in statutory tax rates because deferred

Statutory profit before taxation

4,589

18,131

Separately disclosed items

9,123

7,248

Put option accounting - IFRS 9 and IFRS 2

(116)

(1,006)

Dividends paid to IFRS 2 put option holders

83

866

Revaluation of loans and investments

1,237

3,813

Impairment of intangible assets and assets held for sale

1,710

1,548

Impairment and revaluation of non-current assets

3,498

(658)

Amortisation of acquired intangibles

363

335

Gain on disposal of subsidiaries and associates

4

230

Adjustments

15,902

12,376

Exiting and acquired agencies

(1,066)

(732)

FX difference

-

(531)

Like-for-like profit before taxation

19,425

29,244

Acquired and discontinued businesses

In 2025, the Group acquired two businesses, Dune 23 Sport & Entertainment Sports Events Marketing Co. L.L.C, and The Women's Sports Group Limited for cash consideration of £1.7 million. Both businesses have been fully integrated and form part of our Passions & PR Specialism, operating within sport and entertainment. If both acquisitions had been completed on 1 January 2025, the Group results for the year would have included £4.8 million of revenue

and £0.6 million of profit.

During 2024, we disposed of the agencies in the South Africa businesses, which was treated as a discontinued operation and excluded from the Statutory results of the Group. Up to the date of the disposal these businesses contributed net revenue of £11.9 million, operating profit of £3.5 million and profit before tax of £3.5 million.

The 2024 results include the relevant gain on disposal of £2.1 million within operating profit.

tax assets have not been recognised on tax losses, predominantly in Australia, nor on other expenses including M&A transaction costs which are non-deductible against corporation tax.

Non-controlling interests (minority interests)

Like-for-like non-controlling interest share of the Group's profit represents the minority shareholders' share of each of the Group's subsidiaries' profit or loss for the year. The share of profit attributable to non-controlling interests reduced to £0.4 million (2024: £0.7 million) reflecting a reduction in minority interests to 3.1% (2024: 3.1%) of profit after tax.

Statutory non-controlling interests excludes any minority interests which relate to IFRS 2 put option holders (holders of put options that are contingent on being employed by the relevant company).

The holder's share of the entity's Statutory profit is paid as dividends each year, which are reported as staff costs in the Statutory results.

Financial Review continued

Dividends

The following table sets out the key movements in net cash during 2025:

Banking arrangements

The Company paid a final dividend of £2.4 million (1.95p per share)

in respect of its financial year ended 31 December 2024 to its shareholders in 2025. The Board believes that greater value can be created for shareholders by increasing the share buyback programme rather than through the payment of a dividend. Accordingly, the Board intends to reallocate the amount that would otherwise have been proposed as a final dividend for the year ended 31 December 2025 to an enhanced share buyback programme.

Cash flow

Total gross cash and cash equivalents (excluding bank overdrafts)

at 31 December 2025 was £21.3 million (2024: £25.9 million), excluding restricted cash of £0.2 million (2024: £3.5 million). Net cash (excluding restricted cash) was £13.3 million (2024: £11.8 million).

The Group generated operating cash from trading (before working capital) of £22.5 million (2024: £31.8 million) after dividends paid to IFRS 2 put option holders of £0.5 million (2024: £5.8 million) and nil payments to acquire non-controlling interests (2024: £2.8 million). Working capital registered an outflow of £4.2 million (2024: £3.6 million outflow). Within the working capital outflow, there was inflow of

£4.9 million from operations (2024: £3.6 million outflow) which was offset by payment of prior year (2024) accrued bonus of £9.1 million. Excluding transfers to restricted cash, working capital saw an improvement over last year driven by improved cash management.

Lease payments were £8.4 million (2024: £8.5 million).

Net operating cash flow (operating cash generated from operations (excluding put option payments and non-adjusted cash costs) net of purchases of intangible/tangible fixed assets and the principal

payment on leases) for the year was £23.7 million (2024: £25.6 million),

Movement in net cash

2025

£m

2024

£m

At 31 December 2025, £8.0 million was drawn on the Group's

Net cash at the beginning of the year

Increase in cash from trading

Dividends paid to IFRS 2 put option holders

11.8

23.0

(0.5)

8.3

37.6

(5.8)

Operating cash from trading (before working capital)

22.5

31.8

Decrease in cash from working capital movements

(4.2)

(3.6)

Purchase of own shares

(0.8)

(2.5)

Cash consideration for non-controlling interest acquired

-

(2.8)

Movement (to)/from restricted cash1

3.2

(3.5)

Tax paid

(4.4)

(3.0)

Net cash inflow from disposal of subsidiaries and associates

2.7

1.9

Net cash outflow from acquisition of subsidiaries

(1.7)

-

Purchases of intangible / tangible fixed assets

(3.1)

(2.9)

Payment of lease liabilities and interest

(8.4)

(8.5)

Dividends paid to Company shareholders

(2.4)

(1.9)

Net interest paid

(1.5)

(2.1)

FX movement on cash held

(1.5)

(0.3)

Other movements

1.1

0.9

Net cash at the end of the year

13.3

11.8

Restricted cash

0.2

3.5

Adjusted net cash held in bank

13.5

15.3

£50 million revolving credit facility compared to £14.0 million at 31 December 2024.

Capital expenditure

Total capital expenditure including software acquired increased to

£3.1 million (2024: £2.9 million). This included £0.2 million on furniture, fittings and other equipment, £1.4 million on computer equipment,

£0.7 million on leasehold improvements, and £0.2 million on software and film rights, plus intangible assets under construction of £0.6 million (2024: £0.3 million, £1.0 million, £0.4 million, £1.2 million and

nil respectively).

Outlook for 2026

For 2026, the Company targets net revenue growth, in line with market estimates, driven by positive momentum from the Issues and Media Specialisms and supported by regional growth in the US and Europe. Macroeconomic challenges remain, while the conflict in the Middle East is likely to significantly impact our sport and entertainment and consumer-facing business.

The Group is targeting operating profit and operating margin improvement, in line with market estimates, with anticipated ongoing volatility being managed through our largely variable cost base. We expect our cash-generative and capital-light business to continue to generate an operating cash conversion rate of over 80%, in line with our mid-term target.

SIMON FULLER

which represents a cash conversion from like-for-like operating profit of 94%. This is well above our target of 80%.

1. 2025 movement relates to an inter-company dividend plus working capital balances paid out of restricted cash. 2024 movement relates to the initial reclassification of cash to restricted cash.

Chief Financial Officer 19 April 2026

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