Pre-Annual General Meeting Information • Mar 28, 2025
Pre-Annual General Meeting Information
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Rose Court 2 Southwark Bridge Road London SE1 9HS at 11.00am on Friday 23 May 2025
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OUR PURPOSE We use the power of creativity to build better futures for our people, planet, clients and communities
OUR STRATEGY Our strategy aims to capture the opportunities offered by AI, maximise the potential of our offer to clients and deliver faster growth, higher margins and improved cash generation

Lead through AI, data and technology

Accelerate growth through the power of creative
transformation
Build world-class, market-leading brands

Execute efficiently to drive strong financial returns
Underpinned by a disciplined approach to capital allocation
Our AI cover art was created on WPP Open by our in-house creative technologists. The imagery combines high-fidelity 3D models in NVIDIA Omniverse™ with WPP Open's generative AI capabilities
WPP Open, our AI-powered marketing operating system, simplifies and connects to drive creative transformation

The 2025 Annual General Meeting (AGM or Meeting) of WPP plc (WPP or the Company) will be held at 11.00am on Friday 23 May 2025 at Rose Court, 2 Southwark Bridge Road, London SE1 9HS with facilities to follow the business of the AGM virtually.
The formal notice (the Notice) convening the AGM, which follows this letter on pages 3-5 of this document, sets out the business to be conducted at the Meeting.
As set out in the Annual Report, I joined the Board on 16 September 2024, succeeding Roberto Quarta as Non-Executive Chair in January this year. I am grateful to him, the Nomination and Governance Committee and the rest of the Board for enabling a smooth transition.
In accordance with the 2024 UK Corporate Governance Code (the Code), all of the directors of the Company (Directors) will stand for re-election to the Board at the AGM, with the exception of myself, as I am standing for election for the first time.
Philip Jansen Chair
The Board considers that the contribution and skills of each of the Directors are, and continue to be, important to the long-term success of the Company and the Board recommends the election or re-election of all Directors. Biographies for each Director can be found in the explanatory notes to the resolutions on pages 6-15 of this document.
This year will be my first WPP AGM and I look forward to welcoming shareholders to the Meeting. As in previous years, in addition to in-person attendance, we will also be offering shareholders the opportunity to follow the business of the AGM via a live webcast. This will allow shareholders to watch the presentations and ask questions during the Meeting, as they would if they were attending in-person. Further details on how you can join us virtually and ask questions are set out on page 24 of this document.
In-person admission is from 10.15am and light refreshments will be served after the Meeting. Should it become appropriate to revise the current arrangements for the AGM, shareholders will be notified through the Company's website, wpp.com, and, where appropriate, by announcement made by the Company to a Regulatory Information Service.
Your Board considers that the resolutions set out on pages 3-5 of this document are in the best interests of the Company and its shareholders as a whole and recommends that shareholders vote 'FOR' each of the resolutions as the Directors intend to do in respect of their own beneficial shareholdings (other than in respect of those matters in which they are interested) in the Company.
Your Board appreciates your continuing support.
Philip Jansen Chair 28 March 2025

Notice is hereby given that the 2025 Annual General Meeting of the shareholders of the Company will be held at 11.00am on Friday 23 May 2025 at Rose Court, 2 Southwark Bridge Road, London SE1 9HS to consider and, if thought fit, pass the following resolutions.
All resolutions will be proposed as ordinary resolutions, save for resolutions 20 to 22, which will be proposed as special resolutions. Voting on all resolutions will be by way of a poll.
To consider and, if thought fit, to pass the following resolutions as ordinary resolutions:
To receive the Annual Report and Accounts for the financial year ended 31 December 2024.
To declare a final dividend of 24.4 pence per ordinary share in respect of the year ended 31 December 2024 payable to shareholders on the register of the Company at the close of business on 6 June 2025.
To receive and approve the Compensation Committee report contained within the Annual Report and Accounts for the financial year ended 31 December 2024.
To elect Philip Jansen as a Director.
To re-elect Angela Ahrendts DBE as a Director.
To re-elect Simon Dingemans as a Director.
To re-elect Sandrine Dufour as a Director.
To re-elect Tom Ilube CBE as a Director.
To re-elect Mark Read CBE as a Director.
To re-elect Cindy Rose OBE as a Director.
To re-elect Andrew Scott as a Director.
To re-elect Keith Weed CBE as a Director.
To re-elect Jasmine Whitbread as a Director
To re-elect Joanne Wilson as a Director.
To re-elect Dr. Ya-Qin Zhang as a Director.
To re-appoint PricewaterhouseCoopers LLP as the auditor of the Company to hold office from the conclusion of the 2025 Annual General Meeting to the conclusion of the next general meeting at which financial statements are laid before the Company.
To authorise the Audit Committee for and on behalf of the Board to determine the auditor's remuneration.
In accordance with Article 6 of the Company's Articles of Association, in substitution for all subsisting authorities, to authorise the Board to allot relevant securities (as defined in the Company's Articles of Association):
To approve the renewal of the rules of the WPP plc Share Option Plan (the Plan) in the form set out in the draft rules produced to the Meeting and for the purposes of identification signed by the Company Secretary, the principal terms of which are summarised in the Appendix to this Notice of Meeting, and to authorise the directors of the Company acting through its Compensation Committee to make such amendments to the rules of the Plan and to do all such acts and things which they may consider necessary or expedient for the purposes of carrying the Plan into effect including,
without limitation, to make amendments and modifications that are required in order to take account of local tax, exchange controls or securities laws which would enable non-UK resident employees to participate in the Plan in a beneficial manner, including without limitation the establishment of separate plans in different jurisdictions.
To consider and, if thought fit, to pass the following as special resolutions:
To authorise the Company generally and unconditionally:
In accordance with Article 8 of the Company's Articles of Association that if resolution 18 is passed, the Board be authorised to allot equity securities (as defined in the Company's Articles of Association) wholly for cash as if Article 7 of the Company's Articles of Association did not apply to any such allotment:
In accordance with Article 8 of the Company's Articles of Association that if resolution 18 is passed and in addition to any power granted under resolution 21, the Board be authorised to allot equity securities (as defined in the Company's Articles of Association) wholly for cash, as if Article 7 of the Company's Articles of Association did not apply to any such allotment, in each case such authority to be:
By Order of the Board
Company Secretary, WPP plc 28 March 2025
Registered Office 22 Grenville Street St Helier Jersey JE4 8PX
(Incorporated and registered in Jersey with number 111714)
Resolutions 1 to 19 will be proposed as ordinary resolutions that will be passed if more than half of the votes are cast in favour of the particular resolution. Resolutions 20 to 22 will be proposed as special resolutions that will be passed if not less than two-thirds of the votes cast are in favour of the particular resolution.
Voting on all resolutions at the AGM will be by way of a poll rather than a show of hands. This reflects best practice and means that all the votes cast, and not just those of the shareholders present, are taken into account.
The poll results will be notified to the FCA and published on the Company's website wpp.com/investors as soon as possible after the conclusion of the Meeting.
The Directors must present to shareholders at the Annual General Meeting the report of the Directors and the accounts of the Company for the year ended 31 December 2024. The report of the Directors, the accounts, the report of the Compensation Committee and the report of the Company's auditors on the accounts, are contained within the 2024 Annual Report and Accounts.
The amount of the final dividend recommended by the Directors is 24.4 pence per ordinary share to be paid on 4 July 2025 to the shareholders on the register at the close of business on 6 June 2025. Final dividends must be approved by shareholders but must not exceed the amount recommended by the Directors.
Resolution 3 proposes the approval of the Compensation Committee report by shareholders.
The report, which is made on behalf of the full Board, explains the different elements which comprised executive compensation in 2024, including how base salaries and short-term and long-term incentive compensation were determined for Executive Directors of the Company and for Senior Executives of the Company and Group operating companies. Payments made to the Non-Executive Directors, as well as details of their shareholdings in the Company, are also set out in the Compensation Committee report. In addition, the Company's executive share ownership policy, the utilisation of the share incentive plans and the provision of other benefits are explained. The vote on this resolution is advisory in nature. Accordingly, payments made or promised to the Directors will not have to be repaid, reduced or withheld in the event that this resolution is not passed.
In accordance with the Company's Articles of Association and Code, all Directors who held office on the date seven days before the date of the notice of Annual General Meeting will retire from office at the AGM and all will stand for election or re-election by the shareholders. Each of the Directors bring a wide range of skills, experience and knowledge to the Board which supports the Company's strategy. Our Non-Executive Directors demonstrate expertise from a range of industries including technology, marketing, financial services, fast-moving consumer goods and pharma, representative of our customer base. The individual and combined expertise and backgrounds of each Director makes a significant contribution to the functioning of the Board and its Committees and the long-term sustainable success of the Company. Resolution 4 relates to the election of Philip Jansen who joined the Board with effect from 16 September 2024.
Following the 2024 annual performance review exercise, the Board considers that each of the Directors standing for election or re-election continues to make an effective and valuable contribution to the Company and demonstrates commitment to their role. The Board is content that each Non-Executive Director offering himself or herself for re-election is independent in character and that there are no relationships or circumstances likely to affect his or her character or judgement. Accordingly, on the recommendation of the Nomination and Governance Committee, the Board unanimously recommends that all Directors standing for re-election continue to serve as Directors of the Company and that the Director standing for election be confirmed to post.

PHILIP JANSEN CHAIR
Appointed: 16 September 2024 (Chair from 1 January 2025)
Nationality: British
With his marketing background and experience leading technology and consumer goods companies, Philip has deep insight into the marketing services industry. Philip was Chief Executive of BT Group from 2019 to February 2024. Before that he was CEO of Worldpay, the technology-led global payments services group. Previous roles include CEO and then Chairman of Brakes Group, and a variety of senior positions in Sodexo Group. Philip began his career at Procter & Gamble, going on to hold marketing director roles at Dunlop Slazenger and Telewest before moving into general management first at Telewest and then MyTravel. He was a non-executive director of Travis Perkins for four years.
Trustee, Wellbeing of Women; Senior Advisor, Bain Capital.

ANGELA AHRENDTS DBE SENIOR INDEPENDENT DIRECTOR, NON-EXECUTIVE DIRECTOR
Angela brings expertise as a leader of creative and technology-driven global businesses. From 2014 until 2019, she was Senior Vice President, Retail, at Apple Inc., where she integrated and redesigned the physical and digital global consumer experience. Angela was CEO of Burberry from 2006 to 2014, where she repositioned the brand as a luxury high-growth company and created the Burberry Foundation. Prior to Burberry, Angela was Executive Vice President at Liz Claiborne, Inc. and President of Donna Karan International, Inc. Angela was a member of the UK Prime Minister's Business Advisory Council from 2010 to 2015.
Non-Executive Director, Ralph Lauren Corporation and Airbnb, Inc.; Chair of Save the Children International; Non-Executive Director, charity: water; Member of CEO Circle, Imagine; Director, The HOW Institute for Society; Member of the Global Leadership Council of the Oxford University Saïd Business School and BritishAmerican Business International Advisory Board; Senior Operating Adviser, SKKY Partners.
The biographies summarise each Director's skills and experience.
Audit

SIMON DINGEMANS NON-EXECUTIVE DIRECTOR
Simon has extensive business, capital markets, technology, corporate finance and governance experience, and is Chairman of Genomics and Calastone. He is also a Non-Executive Director of Vodafone Group. He was previously CFO of GlaxoSmithKline plc from 2011 to 2019. Prior to GSK, Simon worked in investment banking for 25 years, firstly at SG Warburg and then Goldman Sachs, where he was Managing Director and Partner. Simon also previously served as Chairman of both the Financial Reporting Council and the 100 Group of FTSE CFOs.
Chairman, Genomics Limited; Chairman, Calastone Limited; Non-Executive Director, Vodafone Group Plc; Trustee, The King's Trust.

SANDRINE DUFOUR NON-EXECUTIVE DIRECTOR
Sandrine brings substantial financial expertise gained in global companies and strong strategic capability to the Board. She is currently CFO of UCB, a global pharmaceutical company. Previously Sandrine was CFO of Proximus. She held a number of leadership roles at Vivendi in France and the US across its entertainment and telecommunications business, and has an enthusiasm for cultural, technological and business transformation. Sandrine began her career as a financial analyst at BNP and then Credit Agricole in the telecoms sector. She has held other non-executive director roles, most recently at Solocal Group.
Chief Financial Officer, UCB.

TOM ILUBE CBE NON-EXECUTIVE DIRECTOR
Tom brings a wealth of expertise as a technology entrepreneur and has extensive experience of the UK technology sector. He is Chair of The King's Trust and was Chair of the RFU from 2021 to 2024. Prior to that, he was on the Board of the BBC from 2017 to 2021. Tom is an Honorary Fellow of both Jesus College and St Anne's College, Oxford and has several honorary doctorates. In 2017 Tom topped the Powerlist ranking of the most influential people of African or African Caribbean heritage in the UK.
Chair, The King's Trust; Chair, Iternal Limited; Founder and Chair, African Gifted Foundation.

MARK READ CBE CHIEF EXECUTIVE OFFICER
Mark has held multiple leadership positions at WPP since joining in 1989. As CEO of WPP Digital he was responsible for WPP's first moves into technology. In 2015, he became Global CEO of Wunderman, which he transformed into one of the world's leading agencies. Mark received a Fellowship in 2021 for outstanding services to the industry in the IPA's New Year's Honours. In 2023 he joined INvolve's Hall of Fame following multiple listings as an Empower Advocate (including #1) which recognises leaders who create diverse and inclusive business environments, alongside his five consecutive years as a Heroes champion of women in business. Mark was awarded a CBE in the King's New Year Honours 2024 list, for services to the creative industries.
Mark has an economics degree from Trinity College, Cambridge, was a Henry Fellow at Harvard University, and has an MBA from INSEAD.
Trustee, Natural History Museum.

CINDY ROSE OBE NON-EXECUTIVE DIRECTOR
Cindy has extensive experience as a leader in the technology and media sectors, and brings exceptional knowledge of the role technology plays in business transformation. She was appointed Chief Operating Officer for Microsoft Global Enterprise in March 2023. Prior to this, Cindy was President of Microsoft Western Europe, and also CEO of Microsoft UK. She has also held the roles of Managing Director of the UK consumer division at Vodafone and Executive Director of Digital Entertainment at Virgin Media. She spent 15 years at The Walt Disney Company, ultimately as Senior Vice President and Managing Director of Disney Interactive Media Group. Cindy is a graduate of Columbia University and New York Law School.
Chief Operating Officer, Microsoft Global Enterprise; Advisory Board Member, Imperial College Business School in London and McLaren.

ANDREW SCOTT CHIEF OPERATING OFFICER
Andrew joined WPP in 1999, holding a number of leadership roles in the UK and US before being appointed Chief Operating Officer in 2018. He is responsible for operational performance and implementing the ongoing simplification of the Company's portfolio. Andrew is also responsible for the Company's mergers and acquisitions activity and, through acquisitions such as Essence, VML, AKQA, Satalia and 24/7, he has played a critical role in building WPP's capabilities in technology and AI. He oversees WPP's network of Country Leaders who connect and strengthen the talent and resources of the Company's agencies in their local markets to deliver growth for clients. Prior to WPP, Andrew was a management consultant at LEK, the global strategy consulting firm.
Andrew is an engineering graduate and has an MBA with distinction from INSEAD.
External appointments:
None.

KEITH WEED CBE NON-EXECUTIVE DIRECTOR
Keith has a wealth of experience as a marketing and digital leader, and a deep understanding of the ways in which technology is transforming businesses. Keith was previously Chief Marketing and Communications Officer at Unilever, a role that included creating and leading Unilever's sustainability programme. Keith was named the World's Most Influential Chief Marketing Officer by Forbes in 2017, 2018 and 2019, and Global Marketer of the Year 2017 by the World Federation of Advertisers. He received The Drum's Lifetime Achievement Award in 2018 and was inducted into the Marketing Hall of Fame in 2019. Keith is a Non-Executive Director of J Sainsbury plc.
Non-Executive Director, J Sainsbury plc; Trustee Director, Business in the Community; Board Trustee, Grange Park Opera; President, Royal Horticultural Society; Board Trustee, Leverhulme Trust; Senior Advisor, Alix Partners; Advisory Board Member, i-Genie and McLaren.


JASMINE WHITBREAD NON-EXECUTIVE DIRECTOR
Jasmine's experience spans marketing, technology, finance, telecommunications, and not-for-profit organisations. Alongside this breadth of perspective she brings knowledge of many of WPP's client sectors to the Board. Jasmine began her career in marketing in the technology sector, including with Thomson Financial in the US. After completing the Stanford Executive Program, Jasmine went on to hold leadership roles with Oxfam and Save the Children, including as the first Chief Executive of Save the Children International from 2010 to 2015. She was CEO of London First from 2016 to 2021, and was previously Chair of the Board of Travis Perkins plc and a Non-Executive Director of BT Group plc and Standard Chartered plc.
Non-Executive Director, Compagnie Financière Richemont SA; Visiting Fellow, Oxford University; Vice-President of the International Advisory Council, Institute of Business Ethics.
Joanne has extensive experience both in the UK and internationally in a variety of financial and commercial roles. She joined WPP from Britvic, where she was Chief Financial Officer and Chair of the ESG Committee. Prior to this Joanne had a successful career at Tesco where, at the time of leaving, she held the position of Chief Financial Officer of dunnhumby, a global leader in customer data science.
Joanne began her career at KPMG, where she qualified as a chartered accountant.
Non-Executive Director, Informa plc.

JOANNE WILSON CHIEF FINANCIAL OFFICER
DR. YA-QIN ZHANG NON-EXECUTIVE DIRECTOR
Ya-Qin is a world-renowned technologist, scientist and entrepreneur with a particular understanding of the changing consumer technology landscape in China. He was President of Baidu Inc., the global internet services and AI company, between 2014 and 2019. Prior to joining Baidu, he held several positions during his 16-year tenure at Microsoft, both in the United States and China, including Corporate Vice President and Chairman of Microsoft China. Ya-Qin is currently a Non-Executive Director of AsiaInfo Technologies Limited, ChinaSoft International Limited and HiSense Group. He is also Chair Professor of AI Science at Tsinghua University and the founding Dean of the Institute for AI Industry Research.
Non-Executive Director, AsiaInfo Technologies Limited, ChinaSoft International Limited, and HiSense Group and Horizon Robotics; Chair Professor, AI Science and Founding Dean, Institute for AI Industry Research, Tsinghua University; Board Member, Philanthropy Asia Alliance.
The auditors of the Company must be appointed at each Annual General Meeting. Resolution 16 proposes the re-appointment of PricewaterhouseCoopers LLP, to hold office until the conclusion of the next Annual General Meeting to be held in 2026.
On the recommendation of the Audit Committee, the Board proposes that PricewaterhouseCoopers LLP be re-appointed as the Company's auditor.
The Audit Committee has confirmed to the Board that its recommendation is free from third party influence and that no restrictive contractual provisions have been imposed on the Company limiting the choice of auditor.
Resolution 17 gives authority to the Audit Committee to determine the auditor's remuneration. In line with the Code, the Audit Committee considers and approves audit fees. Details of the remuneration paid to the auditor for the year ended 31 December 2024 (including non-audit fees) are set out on page 115 of the Annual Report.
Resolution 18 proposes to seek renewal of the authority given to the Directors to allot ordinary shares. The £71,920,157 nominal amount of relevant securities to which this authority will relate represents approximately 66.6% of the nominal amount of the issued ordinary share capital of the Company as at 21 March 2025 (excluding treasury shares). This amount complies with guidelines issued by the Investment Association. In accordance with the Investment Association guidelines, one-third of the Company's issued ordinary share capital (excluding treasury shares) as at 21 March 2025 will be applied (if at all) to pre-emptive rights issues only. The Directors are aware of the latest Share Capital Management Guidelines published by the Investment Association in February 2023, which update the previous guidance to allow this authority to incorporate all pre-emptive offers, not just pre-emptive rights issues. The Directors have decided that they will propose limiting the relevant limb of the allotment authority to rights issues in line with past practice and will continue to review market practice. As at the date of this Notice, the Company holds 12,591,893 treasury shares which represent approximately 1.2% of the total ordinary share capital in issue (excluding treasury shares) as at 21 March 2025. Except pursuant to the employee share schemes and the satisfaction of deferred consideration under certain acquisition agreements to which the Company is a party, the Directors have no present intention of allotting ordinary shares. The authorities conferred pursuant to resolutions 18 and 20 to 22 will expire on the date of the Annual General Meeting in 2026 or 23 August 2026, whichever is earlier.
Shareholders are asked to approve the renewal of the WPP plc Share Option Plan (the Plan). The principal terms of the Plan are summarised in the Appendix to the Notice of Meeting on pages 16-19.
The Plan is being adopted as a renewed version of the current WPP plc Share Option Plan 2015 which was previously approved by shareholders in 2015 and for which the prior shareholder approval expires this year. Save as described below, the Plan replicates the terms of the WPP plc Share Option Plan 2015, but has been updated to reflect legal and governance changes and best practice. If the Plan is approved, it is proposed that the first grants under the Plan would be made in November 2025, and that the terms of the Plan will apply to all outstanding options granted under the WPP plc Share Option Plan 2015.
In light of recent revisions to investor guidelines in relation to remuneration, the Company has determined that the Plan will be subject to an overall plan limit, limiting the number of options capable of being satisfied with new issue or treasury shares which may be granted in any rolling ten-year period to 10% of the share capital. However, the Company has determined that the Plan will not be subject to a subsidiary 5% limit. The Company intends to
maintain careful control over share plan grants, and is very mindful of the need to ensure appropriate control of dilution for shareholders, but also is mindful of the need for flexibility in the way the plans are operated, for the benefit of shareholders through incentivising and retaining employees, over the coming 10-year life of the new plan.
In certain circumstances, it may be advantageous for the Company to purchase its own ordinary shares and resolution 20 seeks authority from shareholders to authorise the Directors to make such purchases in the market.
While the Directors have no present intention of exercising the authority sought under resolution 20, the Directors consider it desirable for this general authority to be available to provide additional flexibility in the management of the Company's capital resources. The Directors intend to implement the authority only when, in light of market conditions prevailing at the time, they believe that the effect of any such purchases will enhance earnings per share in the medium to long-term and will be in the best interests of the Company and its shareholders generally. Any ordinary shares purchased under this authority would ordinarily be cancelled and the number of ordinary shares in issue will be reduced accordingly, though the Company has the option to hold them as treasury shares. The purchase price will be paid out of distributable profits.
The total number of warrants and options to subscribe for ordinary shares that are outstanding as at 21 March 2025 is 27,293,375. The proportion of issued share capital that they represented at that time was 2.5% (excluding treasury shares) and the proportion of issued share capital that they will represent as at that date if the full authority to buy back ordinary shares (existing and being sought) is used and if the ordinary shares bought back are cancelled, will be 2.8% (excluding treasury shares).
Resolution 20 specifies the maximum number of ordinary shares which may be purchased (representing approximately 10% of the Company's issued ordinary share capital as at 21 March 2025, excluding treasury shares) and the minimum and maximum prices at which they may be bought, reflecting the requirements of the UK Listing Rules.
The authority being sought in resolutions 21 and 22 to allot shares without first offering them to existing shareholders enables the Company to raise capital quickly and easily when needed. This is in line with institutional shareholder guidance, and in particular with the Pre-emption Group's revised Statement of Principles on Disapplying Pre-Emption Rights published in November 2022 (the Statement of Principles).
The authority granted in resolution 21 would be limited to:
Resolution 22 is intended to give the Company flexibility to make non-pre-emptive issues of ordinary shares in connection with acquisitions and other capital investments as contemplated by the Statement of Principles. The power under resolution 22 is in addition to that proposed by resolution 21 and would be limited to allotments or sales of up to an aggregate nominal amount of £5,394,011 (representing an additional 5% of the issued ordinary share capital of the Company (excluding treasury shares) as at 21 March 2025, the latest practicable date prior to publication of this Notice).
The Directors confirm that there are presently no plans to allot ordinary shares wholly for cash other than pursuant to the employee share schemes and the satisfaction of deferred consideration under certain acquisition agreements. Shares allotted under an employee share scheme are not subject to the pre-emption rights.
For this purpose, an acquisition or specified capital investment means one that is announced contemporaneously with the issue of share capital, or that has taken place in the preceding 12-month period and is disclosed in the announcement of the issue.
Whilst, at this time, the Directors have not proposed the adoption of the increased limits of 10% set out in the Pre-Emption Group's most recent Statement of Principles for the purposes of each of resolutions 18 and 20, nor are they proposing to provide specifically for follow-on offers, they intend to continue to review market practice.
If the powers sought by resolutions 21 and 22 are used in relation to a non-pre-emptive offer, the Directors confirm their intention to have regard to the shareholder protections in Part 2B of the Statement of Principles. While the resolutions do not specifically provide for follow-on offers, where relevant, the Directors confirm their intention to follow the expected features of a follow-on offer as set out in paragraph 3 of Part 2B of the Statement of Principles.
The WPP plc Share Option Plan (the Plan) may be administered by the directors, or duly authorised persons to whom they may delegate their functions (the Compensation Committee).
Employees (including executive directors) of the Company and any subsidiaries of the Company (or associated companies so designated by the Compensation Committee) may participate in the Plan.
Share awards under the Plan may take the form of an option to acquire ordinary shares (or depositary interests representing ordinary shares) in the Company (Shares) at an exercise price set by the Compensation Committee at grant (an Option). It is intended that options will be granted with a market-value exercise price.
Given the basis on which the Plan is currently operated for employees who are not executive directors, it is not currently intended that vesting of Options will be subject to performance or other conditions. The exercise of an Executive Option granted to an executive director of the Company must be subject to the satisfaction of performance conditions.
Options granted to an executive director of the Company may only be granted within 42 days starting on any of the following:
For all other employees (who are not executive directors of the Company), the Compensation Committee may grant Options at any time, subject to there being no Dealing Restrictions in place.
Options cannot be granted after 22 May 2035.
Under the Plan, any Option granted to an executive director shall not exceed any limit set out in the Company's Directors' Compensation Policy applicable at the time of grant.
In any 10-year period, the number of Shares issued or issuable under the Plan and under any other employees' share plan adopted by the Company must not exceed 10 per cent. of the issued share capital of the Company from time to time.
For the purposes of this limit, treasury Shares are treated as newly issued until such time as guidelines published by institutional investor representative bodies determine otherwise. Shares issued in relation to Options which have lapsed or have been surrendered, or issued or issuable in relation to an Option in respect of which the Compensation Committee has determined shall be satisfied otherwise than by the issue of Shares, will not count towards these limits.
Options will normally vest and become exercisable over a period set by the Compensation Committee at grant and only to the extent that any conditions set by the Compensation Committee at grant have been satisfied. Subject to any holding requirements set by the Compensation Committee at grant, the Option will become exercisable on vesting. The Company will issue or transfer the Shares in respect of which the Option has been exercised as soon as reasonably practicable after the receipt of a valid exercise notice (or of the deemed exercise). The Company's current practice is to grant Options by reference to a vesting period comprising three financial years.
The Compensation Committee may change or waive a condition in accordance with its terms or if, following grant, anything happens which, causes the Compensation Committee to consider it appropriate to do so.
Options may also be granted subject to a postvesting holding period (Holding Period). During the Holding Period, the participant cannot normally sell or transfer any Shares received on vesting, except to cover tax and in other limited circumstances such as in connection with certain corporate events.
For Options granted to executive directors, the Compensation Committee will set the length of any Holding Period at the time of grant in accordance with the Directors' Compensation Policy.
The Compensation Committee may adjust (upwards or downwards and including to zero) the amount of an Option which would otherwise vest under the Plan, if the formulaic outcome of any condition does not reflect overall corporate performance or the experience of the shareholders, as a whole, in terms of value creation.
The Compensation Committee also retains discretion to be able to delay vesting if an investigation commences or is ongoing regarding whether malus and/or clawback should be invoked in respect of a participant. Unless the Compensation Committee decides otherwise, any vested but unexercised Options held by the participant may not be exercised until the conclusion of such investigation.
Options may be satisfied using cash, newly issued Shares, treasury Shares or Shares purchased in the market (eg, through an employee trust). Participants will not have any shareholder rights until the Shares subject to Options have been issued or transferred to the participant.
Options are personal to the participant and may not generally be transferred or assigned.
Benefits granted under the Plan are not pensionable.
will normally forfeit their Options.
However, Options will not be forfeited if participants leave due to: (i) retirement; (ii) ill-health, injury or disability; (iii) the sale or transfer of their employing company or business out of the Company's group; or (iv) at the discretion of the Compensation Committee, for any other reason. In such circumstances, unless the Compensation Committee decides otherwise, Options will generally become exercisable on the date of leaving employment to the extent the Compensation Committee determines that any conditions have or are likely to be satisfied and, unless the Compensation Committee decides otherwise, the number of Shares in respect of which an Option vests will be reduced on a pro rata basis. The same will apply in the event of a participant's death provided that the Options will vest on the
date of death. For an Option granted to executive directors, the Option will vest on the vesting date as set out at the date of grant, unless the Compensation Committee decides otherwise.
Options which do not lapse on leaving can be exercised, to the extent vested, for six months from the date of leaving (or 24 months in the case of death) or, if later, from the date on which the Option vests, and will then lapse to the extent not exercised.
If a participant leaves employment during the Holding Period in circumstances which their employment could have been terminated without notice or otherwise due to the participant's misconduct, the Shares will be forfeited unless the Compensation Committee decides otherwise.
The Compensation Committee can, in respect of Options granted under the Plan:
in accordance with the WPP plc Group Malus and Clawback Policy (as amended from time to time).
In the event of a takeover, scheme of arrangement, squeeze out or winding up or, if the Compensation Committee so determines, certain other corporate events such as a demerger, distribution or other transactions which may affect the current or future value of an Option, the Compensation Committee will determine the proportion of the Options which will vest having regard to the extent to which any performance condition or other conditions have, or would have, in the opinion of the Compensation Committee, been achieved taking into account
such factors as they consider appropriate given the curtailed performance period. Unless the Compensation Committee decides otherwise, the number of Shares in respect of which an Option vests will be reduced on a pro rata basis. Options can be exercised, to the extent vested, for a limited period and will then lapse to the extent not exercised.
Alternatively, participants may be required or allowed to exchange their Options for equivalent (in terms of value) options granted over shares in the acquiring company (or another body corporate).
The Compensation Committee may amend the Plan as it considers appropriate, including making changes to the terms of an existing Option which are to the disadvantage of a participant.
However, shareholder approval will be required to amend certain provisions to the advantage of participants. These provisions relate to eligibility, individual and plan limits, the basis for determining participants' entitlements, adjustment of Options on a variation in the Company's share capital and the amendment powers.
The Compensation Committee can, without shareholder approval, make minor changes to the Plan, to benefit the administration of the Plan; comply with or take account of existing or proposed legislation or any changes in legislation; or to secure favourable tax treatment, exchange control or regulatory treatment for the Company, any subsidiary or participants.
The Compensation Committee may also lapse or amend an Option to correct any administrative error in the grant of Options.
Options may also be adjusted following a variation in share capital of the Company, a demerger, a special dividend or any other corporate event which might affect the value of an Option.
The Plan contains provisions which permit the Company to establish further plans or sub-plans for the benefit of overseas employees based on the relevant plan but modified to take account of local law, tax, exchange control and securities laws in non-UK territories. However, any Shares made available under such plans shall be treated as counting towards the individual and overall Plan limits outlined above.
The Plan contains schedules that adjust the provisions of the rules, to govern the application of the Plan for participants resident in certain jurisdictions, in order to enable either tax-advantaged options to be granted or to take account of local tax or other legal requirements. The adjustments made by the schedules do not substantively change the rules as summarised above.
In person admission is from 10.15am and light refreshments will be served after the Meeting.
Please note, if you are unable to attend the AGM on the day to vote in-person, you are strongly encouraged to lodge a vote by proxy ahead of the Meeting.
to appoint a proxy and give proxy instructions accompanies this Notice (if you received this Notice in the post) or see paragraph 5 to appoint your proxy and submit instructions online.
For security purposes, shareholders will need to provide their shareholder reference number (SRN), control number and personal identification number (PIN) to validate the submission of their proxy online. Shareholders' individual SRNs and PINs are shown on the printed Form of Proxy or email sent to them.
A person to whom this Notice is sent who is a person nominated to enjoy information rights (a Nominated Person) may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights. The statements of the rights of shareholders in relation to the appointment of proxies in paragraphs 3, 4 and 5 above and paragraph 7 below do not apply to a Nominated Person. The rights described in these paragraphs can only be exercised by registered members of the Company.
CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the Meeting and any adjournment(s) thereof by utilising the procedures described in the CREST Manual, which is available on the Euroclear website. CREST personal members or other CREST sponsored members and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, whether it constitutes the appointment of the proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agents, Computershare Investor Services (Jersey) Limited (ID3RA50), by no later than 11.00am on Wednesday 21 May 2025 or not less than 48 hours before any adjourned meeting (excluding any day that is not a working day). For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST application's host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any amendment to the instruction given to a proxy appointed through CREST should be communicated to the proxy through other means.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timing and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s) to procure that their CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timing.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Article 34 of the Companies (Uncertificated Securities) (Jersey) Order 1999.
If you are an institutional investor you may also be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Company's registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 11.00am on Wednesday 21 May 2025 or not less than 48 hours before any adjourned meeting (excluding any day that is not a working day), in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.
To enable the Board to answer as many shareholder questions as possible, we encourage you to submit questions in advance and we will endeavour to respond to all questions emailed in advance at the Meeting.
Answers to common questions submitted in advance by email and a transcript of all the questions asked and answered during the AGM will be published on our website at wpp.com/ investors following the conclusion of the AGM.
Following the Meeting, shareholders will be able to access details of the business conducted at the AGM (including responses to questions and any presentation materials) on our website:
wpp.com/investors. The Chair of the Meeting will ensure that any question relating to the business being dealt with at the AGM receives a response, but no response shall be given if: (i) to do so would interfere unduly with the business of the Meeting or involve the disclosure of confidential information; (ii) the answer has already been given on the Company's website, wpp.com, in the form of an answer to a question; or (iii) the Chair of the Meeting determines that it is undesirable in the interests of the Company or the good order of the AGM that the question be answered. Please also be advised that unacceptable behaviour – including in relation to language, disruption to the Meeting and line of questioning adopted during Q&A sessions, will not be tolerated at the Meeting and will be dealt with accordingly by the Chair of the Meeting.
Therefore, the total voting rights in the Company as at 21 March 2025 2025 are 1,078,802,358.
The live webcast of the Meeting including the question and answer session can be accessed using the following link https://edge.media-server.com/ mmc/p/km7dite5/, using most well-known internet browsers including Edge, Chrome, Firefox and Safari on a PC, laptop or internet-enabled device such as a tablet or smartphone. A recording will be available after the conclusion of the AGM for a period.
This information will be made available on our website: wpp.com/investors.
To participate at the AGM virtually, please contact the Company's registrars, Computershare, before 11.00am on Wednesday 21 May 2025 on +44 (0)370 707 1411 for your unique shareholder reference number (SRN), control number and personal identification number (PIN).
Lines are open 8.30am to 5.30pm Monday to Friday (excluding public holidays in England & Wales).

On accessing https://edge.media-server.com/ mmc/p/km7dite5/ you will be prompted to register and enter your SRN and PIN. This can be found printed on your Form of Proxy or will have been sent to you by email if you have registered an email address to receive electronic communications.
For queries on your SRN, please contact the Company's registrars using the details on page 23.
Shareholders may ask questions via the live webcast by typing and submitting their question in writing. To ask a question, you should select the 'Ask a question' tab from within the navigation bar at the top right corner of the screen to open the message box and type your question. Once finished, press the 'Submit' button to the right of the message box to submit your question. Select 'Slides' tab within the navigation bar to return to the AGM presentation.
Questions sent via the 'Ask a question' box on the live webcast will not be visible to any other attendees and will be moderated before being sent to the Chair of the Meeting.
An active internet connection is required in order to allow you to submit questions via the live webcast. It is the user's own responsibility to ensure that they have a sufficient internet connection. To listen to the presentation, please make sure your speakers are unmuted on your computer or laptop. If you are using a mobile device, please use your handset's volume controls. You can also adjust the volume using the controls in the bottom left-hand corner of the webcast page. For supported operating systems and browsers, please refer to the Help section of the webcast page or here: https://edge.media-server. com/mmc/player/help/faq.php?lan=en.

If you are a registered ADS holder you will need to register in advance to participate at the AGM virtually. For queries, please contact the Company's US depositary Citibank on + 1 877 248 4237
We are aware that some of our shareholders have received unsolicited and suspicious phone calls or mail from purported 'brokers' who offer to buy their shares at a price far in excess of their market value. It is unlikely that firms authorised by the Financial Conduct Authority (FCA) will contact you with offers like this. As such, we believe these calls are part of a scam, commonly referred to as a 'boiler room'. The callers obtain your details from publicly available sources of information, including the Company's share register. The callers can be very persistent and persuasive and it is not just the novice investor that has been tricked in this way.
Shareholders are advised to be very wary of any unsolicited advice, offers to buy shares at a discount, sell shares at a premium, incentives to participate in 'green' or carbon reduction projects, offers of free company reports or requests to complete confidentiality agreements with the caller. Check the firm on the FS register at www.fca.org.uk/register. The Financial Services Register is a public record of all the firms and individuals in the financial services industry that are regulated by the Financial Conduct Authority (FCA).
If you suspect that you have been approached by fraudsters, please tell the FCA using the share fraud reporting form at www.fca.org.uk/ consumers/report-scam, where you can find out more about investment scams. You can also call the FCA Consumer Helpline on 0800 111 6768 (freephone) or 0300 500 8082 (from the UK) or +44 207 066 1000 (from abroad). Callers using next generation text relay should call (18001) 0207 066 1000. Lines are open Monday to Friday, 8am to 6pm and Saturday 9am to 1pm.
Find out more at www.fca.org.uk/scamsmart.
If you have lost money to investment fraud, you should report it to Action Fraud on 0300 123 2040 (from the UK) or +44 300 123 2040 (from abroad) or online at www.actionfraud.police.uk.
Further information and guidance is available from the Company's registrars, Computershare on +44 (0)370 707 1411 or via their website: investorcentre.co.uk/je/contactus.

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