WPP PLC

Declaration of Voting Results & Voting Rights Announcements • May 24, 2022

National Storage Mechanism | Additional information

RNS Number : 6641M

WPP PLC

24 May 2022

FOR IMMEDIATE RELEASE	24 May 2022

WPP PLC ("WPP")

Results of AGM

Following its Annual General Meeting (AGM) held at 2.00pm on Tuesday 24 May 2022, WPP plc (WPP) announces the results of the poll vote for each resolution set out in the Notice of AGM. The full text of the resolutions proposed at the AGM is included in WPP's Notice of AGM published on  31 March 2022, which is available on WPP's website at: www.wpp.com/investors.

Resolutions 1 to 20 were passed as ordinary resolutions and resolutions 21 to 23 were passed as special resolutions.

The following table shows the votes cast on each resolution:

Resolution	Total Votes  For	%	Total Votes Against	%	Total Votes Cast	Votes Withheld
1 Ordinary Resolution to receive the 2021 Annual Report and Accounts	896,362,753	99.93	646,184	0.07	897,008,937	4,196,198
2 Ordinary Resolution to declare a final dividend	900,742,472	99.95	433,013	0.05	901,175,485	29,650
3 Ordinary Resolution to approve the Compensation        Committee report	841,723,026	93.41	59,344,966	6.59	901,067,992	137,143
4 Ordinary Resolution to elect Simon Dingemans as a Director	847,247,357	94.11	52,990,712	5.89	900,238,069	967,066
5 Ordinary Resolution to re-elect Angela Ahrendts DBE as a Director	888,048,014	98.55	13,051,790	1.45	901,099,804	105,330
6 Ordinary Resolution to re-elect Sandrine Dufour as a Director	899,998,242	99.88	1,095,207	0.12	901,093,449	111,686
7 Ordinary Resolution to re-elect Tarek Farahat as a Director	898,638,952	99.73	2,454,784	0.27	901,093,736	111,398
8 Ordinary Resolution to re-elect Tom Ilube CBE as a Director	887,335,147	98.47	13,759,466	1.53	901,094,613	110,521
9 Ordinary Resolution to re-elect Roberto Quarta as a Director	875,457,434	97.16	25,634,598	2.84	901,092,032	113,102
10 Ordinary Resolution to re-elect Mark Read as a Director	896,625,043	99.50	4,467,703	0.50	901,092,746	112,389
11 Ordinary Resolution to re-elect John Rogers as a Director	899,423,247	99.82	1,657,666	0.18	901,080,913	124,222
12 Ordinary Resolution to re-elect Cindy Rose OBE as a Director	900,196,564	99.90	902,596	0.10	901,099,160	105,975
13 Ordinary Resolution to re-elect Nicole Seligman as a Director	842,069,893	93.45	59,025,651	6.55	901,095,544	109,590
14 Ordinary Resolution to re-elect Keith Weed CBE as a Director	896,629,988	99.86	1,216,686	0.14	897,846,674	3,358,461
15 Ordinary Resolution to re-elect Jasmine Whitbread as a Director	662,809,535	73.56	238,287,890	26.44	901,097,425	107,710
16 Ordinary Resolution to re-elect Dr. Ya-Qin Zhang as a Director	855,504,210	94.94	45,596,353	5.06	901,100,563	104,572
17 Ordinary Resolution to re-appoint Deloitte LLP as the auditor of the Company	882,755,520	97.96	18,385,799	2.04	901,141,319	59,242
18 Ordinary Resolution to authorise the Audit Committee, on behalf of the Board, to determine the auditor's remuneration	896,240,077	99.46	4,906,799	0.54	901,146,876	58,259
19 Ordinary Resolution to authorise the Directors to allot relevant securities	829,661,839	92.08	71,374,157	7.92	901,035,996	169,139
20 Ordinary Resolution to approve the renewal of the WPP plc Executive Performance Share Plan (EPSP) as amended	876,269,266	98.34	14,795,652	1.66	891,064,918	10,140,217
21 Special Resolution to authorise the Company to purchase its own shares	896,877,812	99.58	3,806,878	0.42	900,684,690	520,445
22 Special Resolution to authorise the Directors to allot equity securities wholly for cash	848,198,279	94.29	51,384,848	5.71	899,583,127	1,622,008

23 Special Resolution to authorise the disapplication of pre-emption rights	835,252,211	92.86	64,262,364	7.14	899,514,575	1,680,569

Resolution 15 - Re-election of Jasmine Whitbread

The Company was pleased that Resolution 15 relating to Jasmine Whitbread's re-election to the Board was supported but notes that a significant minority were not able to support her re-election at this time due to concerns about the number of other directorships of listed companies held by Jasmine, and the potential impact on her time commitment to WPP. The Board believes that Jasmine continues to devote sufficient time to discharge her duties. However, the Board takes seriously the results of the AGM and will continue to engage with shareholders to understand and respond to their views on the matter.

Notes:

(1)  The "for" votes include those giving the Chairman discretion.

(2)  Total votes "for" and "against" are expressed as a percentage of the total votes cast.

(3)  A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes "for" or "against" a resolution.

(4)  Issued Share Capital (excluding Treasury Shares): 1,098,813,213 ordinary shares.

The above poll results will shortly be available on WPP's website at www.wpp.com/investors. In accordance with Listing Rule 9.6.2 a copy of the resolutions, other than those concerning ordinary business of the Company, will be submitted to the FCA and will in due course be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism

Balbir Kelly-Bisla

Company Secretary

Further information 

Chris Wade, WPP +44 (0)20 7282 4600 

About WPP

WPP is the creative transformation company. We use the power of creativity to build better futures for our people, planet, clients and communities. For more information, visit www.wpp.com.

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