Proxy Solicitation & Information Statement • Mar 28, 2025
Proxy Solicitation & Information Statement
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CONTROL NUMBER: 920544
PIN: SRN:
Before completing this form, please read the explanatory notes overleaf. I/We want the Chair of the Meeting OR the following person (called the "proxy") to attend and vote on my/our behalf at the Annual General Meeting of WPP plc to be held at 11.00am on 23 May 2025 and at any adjournment of the Meeting. If you are unable to join us in person or prefer to follow the business of the AGM via a live webcast, shareholders are encouraged to appoint the Chair of the Meeting as their proxy (by leaving the below box blank). Information on how to follow the business of the AGM and ask questions via the live webcast can be found on page 24 of the Notice.
Please leave this box blank if you have selected the Chair of the Meeting. Do not insert your own name(s). Otherwise write the full name of the individual or body corporate you are appointing as your proxy. See note above.
Please tick here if this appointment is one of multiple appointments being made.
CONTROL NUMBER: 920544
| Resolutions | For | Against | Withheld | |
|---|---|---|---|---|
| 12 Ordinary Resolution to re-elect Keith Weed CBE as a Director |
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| 13 Ordinary Resolution to re-elect Jasmine Whitbread as a Director |
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| 14 Ordinary Resolution to re-elect Joanne Wilson as a Director |
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| 15 Ordinary Resolution to re-elect Dr. Ya-Qin Zhang as a Director |
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| 16 Ordinary Resolution to re-appoint PricewaterhouseCoopers LLP as the auditor of the Company |
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| 17 Ordinary Resolution to authorise the Audit Committee, on behalf of the Board, to determine the auditor's remuneration |
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| 18 Ordinary Resolution to authorise the Directors to allot relevant securities |
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| 19 Ordinary Resolution approve the renewal of the WPP plc Share Option Plan as amended |
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| 20 Special Resolution to authorise the Company to purchase its own shares |
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| for cash | 21 Special Resolution to authorise the Directors to allot equity securities wholly |
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| 22 Special Resolution to authorise the |
For the appointment of more than one proxy, please refer to note 8. The proxy need not be a member of the Company. I/We would like my/our proxy to vote on the resolutions proposed at the Meeting as indicated on this form. Unless otherwise instructed, the proxy may vote as he or she sees fit or abstain in relation to any business of the Meeting.
| Signature Any one joint holder may sign |
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|---|---|---|---|---|---|
| Date | /2025 | ||||
| EXT2529 | 2 | WPPJ |
disapplication of pre-emption rights
Attendance at the WPP plc Annual General Meeting on 23 May 2025 at 11.00am at Rose Court, 2 Southwark Bridge Road, London, SE1 9HS. If you intend to be at the Annual General Meeting, please present this admittance card at the registration point on arrival in order to assist admittance procedures. This card will be exchanged for a voting card. If you appoint a proxy it is not necessary to hand this card to your proxy. Please see overleaf for directions to the venue.
Note: This form is issued only to the addressee(s) and is specific to the class of security and the unique designated account printed hereon. This personalised form is not transferable between different (i) account holders, (ii) classes of security or (iii) uniquely designated accounts. The issuer and Computershare accept no liability for any instruction that does not comply with these conditions.
11 We are happy to receive questions from shareholders at any time. If you have specific questions on business matters set out in the 2025 Notice of Annual General Meeting, please email these to [email protected] by 11.00am on Wednesday 21 May 2025.
12 For any enquiries, please contact Computershare on +44 (0)370 707 1411 (lines are open 8.30am to 5.30pm Monday to Friday (excluding public holidays in England & Wales)) or by post: Computershare Investor Services (Jersey) Limited, 13 Castle Street, St. Helier, Jersey JE1 1ES.
13 Subject to shareholder approval at the AGM, the Board is proposing a final dividend for 2024 of 24.4 pence per share as set out in Ordinary Resolution 2. We will only pay cash dividends by direct credit. Shareholders are encouraged to check that they have elected to receive their dividend by direct payment to a nominated bank account. To review and/or update your dividend payment method please visit www.investorcentre.co.uk/je or contact the Company's registrars, Computershare, on +44 (0)370 707 1411 or at www.investorcentre.co.uk/ je/contactus. If we do not receive a mandate (payment) instruction we will hold your dividends for you. Once an instruction is received, any unpaid dividends will be paid in to your nominated account. A fee may be payable for re-issuing outstanding payments. Relevant fees may be found at www.investorcentre.co.uk/je/paymentfees or by contacting Computershare at the details above.
Notice of the WPP plc 2025 Annual General Meeting and the Annual Report and Accounts for the year ended 31 December 2024 are available on the Company's website at wpp.com/investors
ROSE COURT 2 SOUTHWARK BRIDGE ROAD LONDON SE1 9HS

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