WPP plc ("WPP")

Director's Interests

Exercise of options and sales to cover tax

WPP was today notified that Sir Martin Sorrell (CEO of WPP) has exercised his rights to receive 10,204,217 shares subject to various share awards.

These awards relate to deferred awards granted under:

·     WPP's 2004 Leadership Equity Acquisition Plan ("LEAP"); and 

·     WPP's Capital Investment Plan (covering 1995-1999 performance period and since deferred into awards referred to as Deferred Stock Units ("DSU")).

The awards have been disclosed in WPP's Annual Reports and announcements made previously as forming part of Sir Martin Sorrell's beneficial holding. They were granted as options to acquire ordinary shares in WPP plc. The right to exercise the awards was deferred until no later than 30 November 2017 following share owner approval in 2010.

The following table summarises the plans exercised, dates and volume of the transactions.

The above exercises were satisfied by the transfer of 2,759,214 shares on 28 November 2017, from the WPP Capital Investment Plan Trust, a trust resident in Jersey in connection with the grant of awards under the WPP Capital Investment Plan and established on 30 October 2001, and 7,445,003 shares from treasury on 29 November 2017 and 30 November 2017.

From 28 to 30 November 2017 Sir Martin Sorrell sold shares purely to cover immediate tax liabilities of £62.5 million as a result of the option exercises.  Consequently, on 28 and 29 November 2017 Sir Martin Sorrell sold 2,334,690 (in batches at an average price of £13.0325 per share) and on 30 November 2017 sold 2,439,206 (in batches at an average price of £13.159 per share) of these shares.

At today's date Sir Martin Sorrell and his family interests are interested in or have rights in 17,940,018 shares. Sir Martin Sorrell's family interests and rights represent 1.416% of the issued share capital of WPP. Additionally, The JMCMRJ Sorrell Foundation holds 4,575,936 WPP shares, representing 0.3612% of WPP's issued share capital.