20-F

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)

¨	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31 2025

OR

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

¨	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report _________

For the transition period from _________ to _________

Commission file number 001-38303

WPP plc

(Exact Name of Registrant as specified in its charter)

Jersey

(Jurisdiction of incorporation or organization)

Sea Containers, 18 Upper Ground

London, United Kingdom, SE1 9GL

(Address of principal executive offices)

Andrea Harris

Group Chief Counsel

Sea Containers, 18 Upper Ground, London, United Kingdom, SE1 9GL

Telephone: +44(0) 20 7282 4600

E-mail: andrea.harris@wpp.com

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each classTrading Symbol (s)Name of each exchange on which registeredOrdinary Shares of 10p eachWPPLondon Stock ExchangeAmerican Depositary Shares, eachrepresenting five Ordinary Shares (ADSs)WPPNew York Stock ExchangeSecurities registered or to be registered pursuant to Section 12(g) of the Act.

Not applicable

___________________________________________

(Title of Class)

Not applicable

____________________________________________

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

____________________________________________

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

At December 31, 2025, the number of outstanding ordinary shares was 1,078,802,358 which included at such date 102,214,300 ordinary shares represented by 20,442,860 ADRs.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes	x	No	¨

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes	¨	No	x

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes	x	No	¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes	x	No	¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	x	Accelerated Filer	¨
Non-accelerated Filer	o	Emerging Growth Company	¨

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

¨

†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

x

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

x

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

¨

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ¨	International Financial Reporting Standards as issued<br><br>by the International Accounting Standards Board x	Other ¨

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

Item 17	¨	Item 18	¨

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes	o	No	x

TABLE OF CONTENTS

			Page
FORWARD – LOOKING STATEMENTS			1
Part I			2
Item 1	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS		2
Item 2	OFFER STATISTICS AND EXPECTED TIMETABLE		2
Item 3	KEY INFORMATION		2
	A	[Reserved]	2
	B	Capitalization and Indebtedness	2
	C	Reasons for the Offer and Use of Proceeds	2
	D	Risk Factors	2
Item 4	INFORMATION ON THE COMPANY		6
	A	History and Development of the Company	7
	B	Business Overview	7
	C	Organizational Structure	8
	D	Property, Plant and Equipment	8
Item 4A	UNRESOLVED STAFF COMMENTS		9
Item 5	OPERATING AND FINANCIAL REVIEW AND PROSPECTS		9
	A	Operating Results	10
	B	Liquidity and Capital Resources	10
	C	Research and Development, Patents and Licenses, etc.	11
	D	Trend Information	11
	E	Critical Accounting Estimates	12
Item 6	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES		16
	A	Directors and Senior Management	16
	B	Compensation	17
	C	Board Practices	17
	D	Employees	20
	E	Share Ownership	20
	F	Disclosure of a Registrant's Action to Recover Erroneously Awarded Compensation	20
Item 7	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS		20
	A	Major Shareholders	20
	B	Related Party Transactions	21
	C	Interests of Experts and Counsel	21
Item 8	FINANCIAL INFORMATION		21
	A	Consolidated Statements and Other Financial Information	21
	B	Significant Changes	22
Item 9	THE OFFER AND LISTING		22
	A	Offer and Listing Details	22
	B	Plan of Distribution	22
	C	Markets	22
	D	Selling Shareholders	22
	E	Dilution	22
	F	Expenses of the Issue	22
			Page
---	---	---	---
Item 10	ADDITIONAL INFORMATION		22
	A	Share Capital	22
	B	Memorandum and Articles of Association	22
	C	Material Contracts	22
	D	Exchange Controls	25
	E	Taxation	25
	F	Dividends and Paying Agents	30
	G	Statements by Experts	30
	H	Documents on Display	30
	I	Subsidiary Information	30
	J	Annual Report to Security Holders	30
Item 11	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		30
Item 12	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES		30
	A	Debt Securities	30
	B	Warrants and Rights	30
	C	Other Securities	30
	D	American Depositary Shares	31
Part II			33
Item 13	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES		33
Item 14	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS		33
Item 15	CONTROLS AND PROCEDURES		33
Item 16	[RESERVED]		34
Item 16A	AUDIT COMMITTEE FINANCIAL EXPERT		34
Item 16B	CODE OF ETHICS		34
Item 16C	PRINCIPAL ACCOUNTANT FEES AND SERVICES		34
Item 16D	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES		34
Item 16E	PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS		35
Item 16F	CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT		35
Item 16G	CORPORATE GOVERNANCE		35
Item 16H	MINE SAFETY DISCLOSURE		36
Item 16I	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS		36
Item 16J	INSIDER TRADING POLICIES		36
Item 16K	CYBERSECURITY		36
Part III			38
Item 17	FINANCIAL STATEMENTS		38
Item 18	FINANCIAL STATEMENTS		38
Item 19	EXHIBITS		38

Forward-Looking Statements

The Company may include forward-looking statements (including as defined in the U.S. Private Securities Litigation Reform Act of 1995) in oral or written public statements issued by or on behalf of the Company. These forward-looking statements may include, among other things, plans, objectives, beliefs, intentions, strategies, projections and anticipated future economic performance based on assumptions and the like that are subject to risks and uncertainties. These statements can be identified by the fact that they do not relate strictly to historical or current facts. They use words such as ‘aim’, ‘anticipate’, ‘believe’, ‘estimate’, ‘expect’, ‘forecast’, ‘guidance’, ‘intend’, ‘may’, ‘will’, ‘should’, ‘potential’, ‘possible’, ‘predict’, ‘project’, ‘plan’, ‘target’, and other words and similar references to future periods but are not the exclusive means of identifying such statements. As such, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances that are beyond the control of the Company. Actual results or outcomes may differ materially from those discussed or implied in the

forward-looking statements. Therefore, you should not rely on such forward-looking statements, which speak only as of the date they are made, as a prediction of actual results or otherwise. Important factors which may cause actual results to differ include but are not limited to: the unanticipated loss of a material client or key personnel; delays, suspensions or reductions in client advertising budgets; shifts in industry rates of compensation; regulatory compliance costs or litigation; changes in competitive factors in the industries in which we operate and demand for the Company's products and services; changes in client advertising, marketing and corporate communications requirements; the Company's inability to realise the future anticipated benefits of acquisitions; failure to realise the Company's assumptions regarding goodwill and indefinite lived intangible assets; natural disasters or acts of terrorism; the Company’s ability to attract new clients; the economic and geopolitical impact of conflicts; the risk of global economic downturn; slower growth, increasing interest rates and high and sustained inflation; tariffs and other trade barriers; supply chain issues affecting the distribution of the Company's clients’ products; technological changes and risks to the security of IT and operational infrastructure, systems, data and information resulting from increased threat of cyber and other attacks; effectively managing the risks, challenges and efficiencies presented by using Artificial Intelligence (AI) and Generative AI technologies and partnerships in the Company's business; risks related to the Company's environmental, social and governance goals and initiatives, including impacts from regulators and other stakeholders, and the impact of factors outside of the Company's control on such goals and initiatives; the Company’s exposure to changes in the values of other major currencies (because a substantial portion of its revenues are derived and costs incurred outside of the UK); and the overall level of economic activity in the Company’s major markets (which varies depending on, among other things, regional, national and international political and economic conditions and government regulations in the world’s advertising markets). In addition, you should consider the risks described in Item 3D, captioned “Risk Factors” in the Company’s most recent Annual Report on Form 20-F, which could also cause actual results to differ from forward-looking information. Neither the Company, nor any of its directors, officers or employees, provides any representation, assurance or guarantee that the occurrence of any events anticipated, expressed or implied in any forward-looking statements will actually occur. Accordingly, no assurance can be given that any particular expectation will be met and investors are cautioned not to place undue reliance on the forward-looking statements.

Other than in accordance with its legal or regulatory obligations (including under the Market Abuse Regulation, the UK Listing Rules and the Disclosure and Transparency Rules of the Financial Conduct Authority), the Company undertakes no obligation to update or revise any such forward-looking statements, whether as a result of new information, future events or otherwise.

Unless otherwise specified, content on websites is not incorporated by reference and does not form a part of this Annual Report on Form 20-F.

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3. KEY INFORMATION

Overview

WPP plc (the Company) and its subsidiaries (together the Group) brings together media intelligence, data solutions, creative services, production capabilities, enterprise solutions and strategic counsel on a national, multinational and global scale. At 31 December 2025, the Group, excluding associates, had 98,655 employees. For the year ended 31 December 2025, the Group had revenue of £13,550 million and operating profit of £382 million.

Unless the context otherwise requires, the terms “Company”, “Group” and “Registrant” as used herein shall also mean WPP.

A. [Reserved]

B. Capitalization and Indebtedness

Not applicable.

C. Reasons for the Offer and Use of Proceeds

Not applicable.

D. Risk Factors

The Company is subject to a variety of possible risks that could adversely impact its revenues, results of operations, reputation or financial condition. Some of these risks relate to the industries in which the Company operates while others are more specific to the Company. The table below sets out principal risks the Company has identified that could adversely affect it. See also the discussion of Forward-Looking Statements preceding Item 1 of this Annual Report on Form 20-F.

Principal Risk	Potential impact
Economic Risk
Adverse economic conditions, including those caused by conflicts, severe and sustained inflation and currency volatility in key markets where we operate, tariffs and other trade barriers, supply chain issues including around resilience affecting the distribution of our clients’ products and/or disruption in credit markets, pose a risk our clients<br>may reduce, suspend or cancel spend with us or be unable to satisfy obligations.	Economic conditions, including inflation, currency volatility and increasing interest rates among others, have a direct impact on our business, results of operations and financial position.<br><br>In the past, clients have responded to weak economic and financial conditions by reducing or shifting their marketing budgets which are easier to reduce in the short term than their other operating expenses.
Geopolitical Risk
Geopolitical tensions and an increase in conflicts continue to have a destabilising effect in our markets and across geographical regions. Alongside an adverse effect upon the economic outlook, there is a general erosion of trust in institutions and - in relation to global cooperation and integration – an increasing political focus both on national interests and regional convergence. Such factors and economic conditions may be reflected in our clients’ confidence in making longer-term investments and commitments in marketing spend.	Actual and threatened geopolitical tension and conflicts lead to greater uncertainty, supply chain risk and economic instability, and a general lack of confidence for many of our clients who are inclined to scale back, delay or cancel their marketing plans and budgets.
Principal Risk	Potential impact
---	---
Strategic Plan
The failure to successfully execute the strategic plan published in February 2026 to simplify and integrate our client proposition, restore growth and drive long-term value, including the failure to simplify our operating model and strengthen execution as well as transform our go-to-market strategy. Failure also to unlock the target cost savings which will enable a reallocation of investment to the growth building blocks and implementation of the updated approach to capital allocation, both of which underpin the strategic plan.	A failure or delay in implementing the strategic plan or distracting teams from winning or growing market share may have a material adverse effect on our market share and our business, revenues, results of operations, financial condition or prospects.
AI
Failure to adapt to the pace of change in the tech landscape and AI and to optimise, deploy and engage clients in the suite of products offered by WPP Open, our agentic marketing platform, may impact the overall operation of the business.<br><br>WPP may incur costs when ensuring it can comply with the introduction of AI laws and regulations, including the EU AI Act. This would be through review of IT systems and processes, which may require refinement or amendment, to ensure regulation can be adhered to.<br><br>IP laws, and in particular the analysis of copyright infringement, are evolving in generative AI specifically. Where AI is used in client deliverables, IP infringement risk, in particular copyright infringement risk, must be assessed in the context of the underlying data sets used in the creation of client work.<br><br>The use of AI agents within our operations, particularly in client-facing or decision-making roles, introduces risks related to unintended or erroneous outputs, lack of transparency in their decision-making processes, or the potential for misuse if compromised.	Without the automation and efficiency gains offered by generative AI, and AI more broadly, we may experience increased costs and inefficiencies in our operations, impacting profitability and competitiveness.<br><br>Clients expect us to use generative AI-driven tools and technologies in our services and deliverables and are increasingly able to purchase and use licences to such tools and technologies themselves. If we fail to optimise and deploy the suite of products offered by WPP Open and/or fail to continue to advance and evolve our commercial model around end-to-end marketing (planning, media, production and commerce) and WPP Open’s ability to connect people, tools, data and intelligence to deliver that, we may struggle to keep up with these demands, leading to decreased relevance and effectiveness of our services and deliverables for clients, and allow an opportunity for AI vendors to contract directly with our clients.<br><br>Falling behind new and emerging competitors leveraging the opportunities AI offers to gain a competitive advantage could result in lost market share, decreased revenue and reduced profitability.<br><br>Generated materials may infringe third-party IP resulting in legal costs and client reputation impact.<br><br>Client dissatisfaction, reputational damage and financial penalties could result if AI agents act outside established ethical guidelines or regulatory frameworks.
IT and Systems
We continue to undertake a series of IT programmes devised to prioritise the most critical changes necessary to support WPP’s strategic plan while maintaining the operational performance and security of core systems.<br><br>WPP is reliant on third parties for the performance of a significant portion of its worldwide information technology and operations functions.<br><br><br><br>Failures or delays in providing these functions could have an adverse effect on our business.	Any failure or delay in implementing the IT programmes may have a material adverse effect upon the overall strategic plan and the realisation of key targeted benefits and savings.<br><br><br><br>Disruption and unavailability of critical systems may lead to disruption in our operations and client service delivery.
Principal Risk	Potential impact
---	---
Client Loss
We compete for clients in a highly competitive industry which is continuously evolving and undergoing structural change and advancements in AI, data and technology. Client net loss to competitors, or as a consequence of client consolidation, insolvency or a reduction in marketing budgets due to a geopolitical change or shift in client spending, or to new entrants who offer clients a licence to create content or personalise at scale, could have a material adverse effect on our market share, business, revenues, results of operations, financial condition and prospects.	The competitive landscape in our industry is constantly evolving and the role of more traditional services and operators in our sector who have not successfully diversified or restructured is being challenged. Competitors include multinational advertising and marketing communication groups, marketing services companies, professional services, consultants and consulting internet companies and new entrants.<br><br><br><br>Client contracts can generally be terminated on 90 days’ notice or are on an assignment basis and clients put their business up for competitive review from time to time.<br><br><br><br>The ability to attract new clients and to retain or increase the amount of work from existing clients may be impacted if we fail to react quickly enough to demand changes in the market and to evolve our structure and commercial model around end-to-end marketing, or as a consequence of any loss of reputation, and may be limited by clients’ policies on conflicts of interest.
Client Concentration
We receive a significant portion of our revenues from a limited number of large clients and the net loss of one or more of these clients or of a major assignment with them could have a material adverse effect on our prospects, business, financial condition and results of operations.	A relatively small number of clients contribute a significant percentage of our consolidated revenues. Our ten largest clients accounted for 21.4% of net sales in the year ended 31 December 2025.<br><br>Clients can reduce their marketing spend, terminate contracts or cancel projects on short notice. The loss of one or more of our largest clients or of a major assignment with them, if not replaced by new accounts or an increase in business from existing clients, would adversely affect our financial condition.
People, Culture and Succession
Our performance could be adversely affected if we: do not react quickly enough to changes in our market; fail to attract and develop key media, creative, production, technology and management talent; are unable to retain and incentivise key talent; or are unable to adapt to new ways of working including through workforce responsive to, for example, the incorporation into team architecture and management of intelligent systems and capabilities, and accountabilities required for that.	We are highly dependent on the talent, creative abilities and technical skills of our people as well as their relationships with clients.<br><br>We are vulnerable to the loss of people to competitors (traditional and emerging) and clients, leading to disruption to the business.
Cyber and Information Security
WPP has in the past, and may in the future, experience a cyber attack that leads to harm or disruption to our operations, systems or services. This risk has increased as the prevalence and sophistication of generative AI means there are both human and AI-generated attacks. Attackers are increasingly leveraging AI and agentic systems to automate and scale their offensive capabilities, leading to the deployment of more sophisticated, evasive and rapidly evolving cyber threats.<br><br><br><br>Such an attack may also affect suppliers and partners through the unauthorised access to, or manipulation, corruption or destruction of, data.	We may be subject to investigative or enforcement action or legal claims or incur fines, damages or costs and client loss if we fail to adequately protect data.<br><br>A system breakdown or intrusion could have a material adverse effect on our business, revenues, results of operations, financial condition or prospects and have an impact on long-term reputation and lead to client loss.<br><br><br><br>The imposition of sanctions and the associated geopolitical situation following conflicts continue to trigger an increase in cyber attacks generally.<br><br><br><br>AI enables attackers to develop highly customised and adaptive attack vectors, making them difficult to detect and defend against using traditional security tools. Automation through AI can significantly amplify the scale and speed of attacks, overwhelming our human defensive response capacities. AI can help attackers identify and exploit weaknesses in defensive systems more effectively. AI-generated content (for example, deepfakes or highly personalised phishing emails) can make social engineering attacks far more convincing and widespread.<br><br>SeeItem 16Kfor further discussion on Cybersecurity.
Credit Risk
We are subject to credit risk through the default of a client or other counterparty.<br><br>Challenging economic conditions, heightened geopolitical issues, shocks to consumer confidence, disruption in credit markets and challenges in the supply chain disrupting our client operations can lead to a worsening of the financial strength and outlook for our clients who may reduce, suspend or cancel spend with us, request extended payment terms beyond 60 days or be unable to satisfy obligations.	We are generally paid in arrears for our services. Invoices are typically payable within 30 to 60 days.<br><br>We commit to media and production purchases on behalf of some of our clients as principal or agent depending on the client and market circumstances. If a client is unable to pay sums due, media and production companies may look to us to pay those amounts and there could be an adverse effect on our working capital and operating cash flow.
Principal Risk	Potential impact
---	---
Internal Financial Controls
Our performance could be adversely impacted if we fail to ensure adequate internal control procedures are in place. If material weaknesses are identified, they could adversely affect our results of operations, investor confidence in WPP and the market price of our ADRs and ordinary shares.	Failure to ensure that our agencies have robust control environments, or that the services we provide and trading activities within WPP are compliant with client obligations, could adversely impact client relationships and business volumes and revenues.<br><br>If material weaknesses in internal controls are discovered or occur in the future, our ability to accurately record, process and report financial information and, consequently, our ability to prepare financial statements within required time periods, could be adversely affected.<br><br>In addition, the Group may be unable to maintain compliance with the federal securities laws and NYSE listing requirements regarding the timely filing of periodic reports. Any of the foregoing could cause investors to lose confidence in the reliability of our financial reporting, which could have a negative effect on the trading price of WPP’s ADRs and ordinary shares.
Data Privacy
We are subject to strict data protection and privacy legislation in the jurisdictions in which we operate and rely extensively on information technology systems. The use of AI, while offering significant benefits, introduces specific data privacy risks related to data collection, model training and automated decision-making. We store, transmit and rely on critical and sensitive data such as strategic plans, personally identifiable information and trade secrets:<br><br><br><br>–Security of this type of data is exposed to escalating external threats, that are increasing in sophistication, as well as internal data breaches<br><br><br><br>–Data transfers between our global operating companies, clients or vendors may be interrupted due to changes in law (for example, EU adequacy decisions, CJEU Schrems II decision)	We may be subject to investigative or enforcement action or legal claims or incur fines, damages, or costs and client loss if we fail to adequately protect data or observe privacy legislation in every instance:<br><br><br><br>–WPP has experienced in the past, and may again in the future, a system breakdown or intrusion that could have a material adverse effect on our business, revenues, results of operations, financial condition or prospects<br><br><br><br>–Restrictions or limitations on international data transfers could have an adverse effect on our business and operations<br><br><br><br>–Misuse or unintended consequences of AI technologies could lead to breaches of data privacy, reputational damage and regulatory scrutiny
Taxation
WPP’s tax charge could be adversely impacted by new tax rules, changes to the application of existing rules or higher tax rates.<br><br>The global tax environment remains highly complex and subject to frequent regulatory changes and evolving interpretations. These dynamics present inherent compliance risks.	Changes in local or international tax rules and rates, changes arising from the application of existing rules, new demands and assessments or challenges by tax authorities, may expose us to significant additional tax liabilities or impact the carrying value of our deferred tax assets, which would affect the future tax charge and our liquidity position.<br><br>Failure to comply with local and international tax rules could result in financial penalties, reputational damage and can compromise relationships with local tax authorities.
Regulatory
We are subject to strict anti-corruption, anti-bribery, anti-fraud and anti-trust legislation and enforcement in the countries in which we operate.	We operate in a number of markets where the corruption risk has been identified as high by groups such as Transparency International.<br><br>Failure to comply or to create a culture opposed to fraud, bribery and corruption or failure to instil business practices that prevent both human and AI-generated fraud and corruption could expose us to civil and criminal sanctions and negatively impact our reputation or financial condition.
Principal Risk	Potential impact
---	---
Sanctions
We are subject to the laws of the US, the EU, the UK and other jurisdictions that impose sanctions and regulate the supply of services to certain countries.	Failure to comply with these laws could expose us to civil and criminal penalties including fines and the imposition of economic sanctions against us, and reputational damage and withdrawal of banking facilities which could materially impact our results.
Civil liabilities or judgments against the Company or its directors or officers based on United States federal or state securities laws may not be enforceable in the United States or in England and Wales or in Jersey.	The Company is a public limited company incorporated under the laws of Jersey. Some of the Company’s directors and officers reside outside of the United States. In addition, a substantial portion of the directly owned assets of the Company are located outside of the United States. As a result, it may be difficult or impossible for investors to effect service of process within the United States against the Company or its directors and officers or to enforce against them any of the judgments, including those obtained in original actions or in actions to enforce judgments of the United States courts, predicated upon the civil liability provisions of the federal or state securities laws of the United States.
Environmental, Social & Governance (ESG)
The Group’s operations could be disrupted by an increased frequency of extreme weather and climate-related natural disasters.<br><br>The Group could be subject to increased costs to comply with the potential future changes in ESG law and regulations. This includes the EU Corporate Sustainability Reporting Directive (CSRD) and the IFRS Sustainability Standards.<br><br>A failure to manage the complexity in carbon emission accounting for marketing or to consider Scope 3 emissions in new technology and business model innovation across the supply chain could have an adverse effect on our business and reputation.<br><br>We are susceptible to reputational risk associated with working on client briefs perceived to be environmentally detrimental and/or misrepresenting environmental claims.	More frequent extreme weather and climate-related natural disasters could include storms, flooding, wildfires and water and heat stress which can damage our buildings, jeopardise the safety and wellbeing of our people and significantly disrupt our operations.<br><br>We could be subject to increased costs to comply with potential future changes in ESG laws and regulations. This includes increasing carbon offset pricing to meet our climate commitments.<br><br><br><br>Increased investment may also be required to renovate and electrify buildings, embed sustainability in AI development and develop internal ESG reporting capacity and capabilities.<br><br><br><br>In addition, carbon-emission accounting methodologies continue to evolve. This may result in the need for future emissions restatements to reflect measurement changes.<br><br><br><br>Furthermore, as societal consciousness around climate change evolves, our sector is seeing scrutiny of its role in driving consumption. Our clients seek expert partners who can give recommendations that take into account their impact and stakeholder concerns around climate change.<br><br><br><br>Additionally, WPP serves some clients whose business models are under increased scrutiny, for example, energy companies or associated industry groups. This creates both a reputational and related financial risk for WPP if we are not rigorous in our content standards.

ITEM 4. INFORMATION ON THE COMPANY

At 31 December 2025, the Company's reportable segments were Global Integrated Agencies, Public Relations and Specialist Agencies, which reflected the way in which performance was reviewed and resources were allocated in 2025. The largest reportable segment was Global Integrated Agencies, which accounted for 88% of the Company’s revenues in 2025. The remaining 12% of our revenues were derived from the reportable segments of Public Relations and Specialist Agencies. The Company has a presence in more than 100 countries. It employs approximately 98,655 people.

The Company’s ordinary shares are admitted to the Official List of the UK Listing Authority and trade on the London Stock Exchange and American Depositary Shares (which are evidenced by American Depositary Receipts (ADRs) or held in book-entry form) representing deposited ordinary shares are listed on the New York Stock Exchange (NYSE). At 31 December 2025 the Company had a market capitalisation of £3,684 million.

The Company’s executive office is located at Sea Containers, 18 Upper Ground, London, United Kingdom, SE1 9GL, Tel: +44 (0)20 7282 4600 and its registered office is located at 22 Grenville Street, St Helier, Jersey, JE4 8PX.

A. History and Development of the Company

The Company was incorporated in Jersey on 25 October 2012 under the name WPP 2012 plc.

On 2 January 2013, under a scheme of arrangement between WPP 2012 Limited (formerly known as WPP plc), the former holding company of the Group, and its shareholders pursuant to Article 125 of the Companies (Jersey) Law 1991, and as sanctioned by the Royal Court of Jersey (the Jersey Court), the Company, being a Jersey incorporated and United Kingdom tax resident company, became the new parent company of the WPP Group and adopted the name WPP plc.

In April 2025, the Company acquired 100% of the ordinary share capital of Cognitive Logic Inc. (“InfoSum”), a data collaboration platform. In May 2025, WPP Media replaced GroupM as the name of WPP’s global media company. WPP Media’s agencies Mindshare, Wavemaker and EssenceMediacom continue to provide clients with dedicated teams as brands within WPP Media, leveraging common capabilities, technology and support functions.

In February 2026, the Company announced the simplification of its structure into four operating units: WPP Media, WPP Production, WPP Enterprise Solutions and WPP Creative:

•WPP Media brings together AI-driven media, data and partnership capabilities to deliver creative personalisation at scale.

•WPP Production, which was launched in February 2026, unifies WPP's production capabilities into a single global operating unit, to deliver content at speed and scale.

•WPP Enterprise Solutions will bring together customer experience, commerce, CRM, content transformation and technology and data platforms into a unified global operating unit.

•WPP Creative will be the home of WPP's iconic agencies including VML, Ogilvy, Burson, AKQA, Landor, Design Bridge and Partners, connected through a unified leadership structure and WPP Open.

These changes require a reassessment of the Group’s operating and reportable segments. Discrete financial information is not yet readily available for all four operating units at the date of the publication of this report. Any supplemental revenue data on a standalone operating unit basis will be provided as appropriate.

The Company had net payments of £177 million, net proceeds of £313 million and net payments of £138 million for each of the years ended 31 December 2025, 2024 and 2023 respectively, related to acquisitions and disposals, including proceeds on disposal of investments and subsidiaries, contingent consideration payments resulting from acquisitions in prior years and net of cash and cash equivalents disposed. Cash spent on purchases of property, plant and equipment and intangible assets was £186 million, £236 million and £217 million for each of the years ended 31 December 2025, 2024 and 2023, respectively. Cash spent on share repurchases and buybacks was £97 million, £82 million and £54 million for each of the years ended 31 December 2025, 2024 and 2023, respectively.

The Company is subject to the informational requirements of the Exchange Act. In accordance with these requirements, the Company files reports and other information with the United States Securities and Exchange Commission. You may read and copy any materials filed with the SEC at http://www.sec.gov that contains reports, proxy statements and other information regarding registrants that file electronically with the SEC. The Company’s Form 20-F is also available on the Company’s website, http://www.wpp.com.

B. Business Overview

Introduction

WPP is organised in three reportable segments: Global Integrated Agencies, Public Relations and Specialist Agencies.

Information on our segments is set forth on page 12 of the WPP 2025 Annual Report and incorporated herein by reference to Exhibit 15.1.

In February 2026, the Company announced an update to its organisational structure, as noted in Item 4A of this Annual Report on Form 20-F. The Company's reportable segments as described above remained in place during the year ended 31 December 2025. The impact of the change in organisational structure on the Company's operating and reportable segments in 2026 is described in the Accounting Policies section of the consolidated financial statements in Item 18 of this Annual Report on Form 20-F.

WPP Head Office

The core functions of WPP, with the principal executive office in London, are to develop the strategy of the Company, coordinate the provision of services to cross-company clients, perform a range of cross-company functions in areas such as new business, talent recruitment and development, training, IT, finance, audit, legal and compliance, mergers & acquisitions

(M&A), property, sustainability, investor relations and communications, promote best practice in areas such as our agencies’ approach to drive operating efficiencies and monitor the financial performance of WPP’s operating companies.

Our Strategic Approach

Information on our strategic approach is set forth on pages 10 to 13 of the WPP 2025 Annual Report and incorporated herein by reference to Exhibit 15.1.

Clients

Information on our clients is set forth on page 20 of the WPP 2025 Annual Report and incorporated herein by reference to Exhibit 15.2.

Government Regulation

Information on our government regulation is set forth on pages 39 to 42 of the WPP 2025 Annual Report and incorporated herein by reference to Exhibit 15.3.

IT

Information on our IT is set forth on page 42 of the WPP 2025 Annual Report and incorporated herein by reference to Exhibit 15.3.

C. Organizational Structure

The Company’s core structure brings together media intelligence, data solutions, creative services, production capabilities, enterprise solutions and strategic counsel on a national, multinational and global scale. It has a presence in more than 100 countries. For a list of the Company’s subsidiary undertakings and their country of incorporation see Exhibit 8.1 to this Form 20-F.

D. Property, Plant and Equipment

The majority of the Company’s properties are leased, although certain properties which are used mainly for office space are owned. Owned properties are in Latin America (Argentina, Brazil, Mexico, Peru and Puerto Rico), India and in the UK. Principal properties include office space at the following locations:

Location	Use	Approximate<br>square footage
3 World Trade Center, New York, NY	WPP Media, VML, AKQA, Grey, Burson, Spec Comm, Specialist PR, Landor, Ogilvy, Hogarth, Design Bridge & Partners, WPP	691,000
636 Eleventh Avenue, New York, NY	100% vacant held for disposition	564,000
Volklinger Strasse, Dusseldorf	Grey, Burson, WPP Media, Hogarth, Ogilvy, VML, Thjnk, WPP	407,000
399 Heng Feng Road, Zhabei, Shanghai	WPP Media, Ogilvy, Burson, GTB, VML, Hogarth, Peclers, WPP	385,000
26 Rios Rosas Street, Madrid Campus	Axicom, Burson, David, Design Bridge & Partners, Financeplus, WPP Media, Hogarth, Ogilvy, VML (including TCK, VML Health, VML MAP), WPP	382,000
The Orb at Sahar, Andheri East, Mumbai	WPP Media, Ogilvy, Grey, Landor, VML, Burson, Hogarth, WPP	374,000
3 Columbus Circle, New York, NY	100% vacant held for disposition	340,000
Tower B, DLF Cyber Park, Gurugram	WPP Media, Ogilvy, VML, Hogarth, Grey, Burson, AKQA, WPP	340,000
971 Mofarrej Avenue, Sao Paulo	VML, Mutato, Marketdata, Match, Corebiz, Enext, Pmweb, DTI, Jussi, Ogilvy, Grey, WMS, i-Cherry, Essence Mediacom, OpenX, Hogarth, Studio X, Burson, Ideal Axicom, WPP	324,000
145-149 rue Anatole France, Levallois-Perret, Paris	Axicom, Burson, WPP Media, Hogarth, Landor, Ogilvy, Peclers, VML, WPP	302,000
Via Lodovico il Moro/ Via Giuglio Richard 3, Milan	AKQA, Axicom, WPP, Burson, Grey, WPP Media, Hogarth, Landor, Ogilvy, VML Health, VML, WPP	283,000
333 North Green Street, Chicago, IL	WPP Media, Ogilvy, VML, Burson, Hogarth, Landor, Spec Comm, Specialist PR, WPP	271,000
Location	Use	Approximate<br>square footage
---	---	---
125 Queens Quay, Toronto	WPP Media, VML, Ogilvy, AKQA, Burson, Hogarth, Landor, Spec Comm, WPP	265,000
1 Southwark Bridge Road, London	WPP Media	244,000
Libertador Building, Buenos Aires Campus	Recently completed construction, currently vacant and being marketed for disposal	240,000
Sea Containers House, Upper Ground, London SE1	VML, WPP, Hogarth, Ogilvy, Design Bridge, Landor	225,000
Bubenska 1, Prague	VML, WPP Media, Ogilvy, WPP	206,000
2 Southwark Bridge Road, Rose Court Campus, London	WPP Media, Burson, WPP, Grey, Ogilvy, Axicom	181,000

The Company considers its properties, owned or leased, to be in good condition and generally suitable and adequate for the purposes for which they are used.

At 31 December 2025, we had approximately 73,000 of our people based in 49 campuses as compared to 2024, when we had approximately 68,000 of our people based in 47 campuses.

See note 10 to the consolidated financial statements for a schedule by years of lease payments at 31 December 2025 and 31 December 2024.

ITEM 4A. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

Certain Non-GAAP measures included in this operating and financial review and prospects have been derived from amounts calculated in accordance with IFRS but are not themselves IFRS measures. They should not be viewed in isolation as alternatives to the equivalent IFRS measure, rather they should be read in conjunction with the equivalent IFRS measure. These include constant currency, like-for-like, headline operating profit, headline PBIT (Profit Before Interest and Taxation), headline PBT (Profit Before Taxation), adjusted operating cash flow, adjusted free cash flow, adjusted net cash flow, adjusted net debt and average adjusted net debt, share of profit before interest and taxation of associates, share of adjusting items of associates, share of interest and non-controlling interests of associates, and share of taxation of associates which we define, explain the use of and reconcile to the nearest IFRS measure on pages 12 to 16.

Management believes that these measures are both useful and necessary to present herein because they are used by management for internal performance analyses; the presentation of these measures facilitates comparability with other companies, although management’s measures may not be calculated in the same way as similarly titled measures reported by other companies; and these measures are useful in connection with discussions with the investment community.

In the calculation of headline profit measures, judgement is required by management in determining which items are considered to be large, unusual and non-recurring that are to be excluded.

The exclusion of certain adjusting items may result in headline earnings being materially higher or lower than reported earnings, for example when significant impairments or restructuring charges are excluded but the related benefits are included within headline earnings. Headline measures should not be considered in isolation as they provide additional information to aid the understanding of the Group’s financial performance.

A. Operating Results

Key IFRS Measures
	Reported		Reported<br>change %+/(-)
	2025	2024	2025		2024
	£m	£m	%		%
Revenue	13,550	14,741	(8)	%	(1)	%
Operating profit	382	1,325	(71)	%	150	%
(Loss)/profit for the year	(172)	629	(127.3)	%	219.3	%
Net cash inflow from operating activities	724	1,408	(49)	%	14	%

Other information on our operating results is set forth on page 26 to 30 of the WPP 2025 Annual Report and incorporated herein by reference to Exhibit 15.4.

For a discussion of the year ended 31 December 2024 compared to the year ended 31 December 2023, please refer to "Item 5. Operating and Financial Review and Prospects" in our Annual Report on Form 20-F for the year ended 31 December 2024.

B. Liquidity and Capital Resources

Information on our liquidity and capital resources is set forth on page 30 of the WPP 2025 Annual Report and incorporated herein by reference to Exhibit 15.4.

For a breakdown of the Company’s sources and uses of cash and for the Company’s liquidity risk management see the “Consolidated Cash Flow Statement” and notes 9, 18 and 23, which are included as part of the Company’s consolidated financial statements in Item 18 of this Annual Report on Form 20-F.

Summarised financial information about Guarantors and Issuers of Guaranteed Securities

At 31 December 2025, WPP Finance 2010 had in issue $93 million ($28 million was repaid in 2018 and $179 million was repaid in 2019 from the $300 million initially issued) of 5.125% bonds due September 2042, with WPP plc as parent guarantor and WPP Jubilee Limited and WPP 2005 Limited as subsidiary guarantors. WPP Air 1 Limited, WPP 2008 Limited and WPP 2012 Limited were discharged as guarantors effective 18 December 2025.

At 31 December 2025, WPP Finance 2010 had in issue $220 million ($50 million was repaid in 2018 and $230 million was repaid in 2019 from the $500 million initially issued) of 5.625% bonds due November 2043, with WPP plc as parent guarantor and WPP Jubilee Limited and WPP 2005 Limited as subsidiary guarantors.

In the event that WPP Finance 2010 fails to pay the holders of the securities, thereby requiring WPP plc, WPP Jubilee Limited or WPP 2005 Limited to make payment pursuant to the terms of their full and unconditional, and joint and several guarantee of those securities, there is no impediment to WPP plc, WPP Jubilee Limited or WPP 2005 Limited obtaining reimbursement for any such payments from WPP Finance 2010.

Basis of Presentation

The summarised financial information below is presented on a combined basis with intercompany balances and transactions between entities in the obligor group eliminated. Investments in and equity in the earnings of our non-guarantor subsidiaries, which are not members of the obligor group, have been excluded from the summarised financial information. The obligor group’s amounts due to, amounts due from and transactions with non-guarantor subsidiaries have been presented in separate line items, if they are material to the obligor financials.

For the year ended 31 December 2025, £m

Summarised income statement information for WPP Finance 2010 (issuer), WPP plc (parent guarantor) and Applicable Subsidiary Guarantors (the “obligor group”)

	WPP Finance 2010<br>(issuer), WPP plc<br>and Subsidiary<br>Guarantors
Revenue	—
Costs of services	—
Gross profit	—
Administrative income due from non-guarantors	230
Earnings/(loss) from associates - after interest and tax	—
Finance and investment income from non-guarantors	220
Finance costs to non-guarantors	(737)
Loss for the year	(539)

Summarised balance sheet information for WPP Finance 2010 (issuer), WPP plc (parent guarantor) and Applicable Subsidiary Guarantors (the “obligor group”)

	WPP Finance 2010<br>(issuer), WPP plc<br>and Subsidiary<br>Guarantors
Due from Non-Guarantors-long term	2,919
Non-current assets	3,405
Due from Non-Guarantors-short term	1,802
Current assets	1,901
Due to Non-Guarantors-short term	(15,579)
Current Liabilities	(15,684)
Due to Non-Guarantors-long term	—
Non-current liabilities	(451)

The issuer and guarantors of the bonds (issuer and subsidiary guarantors are 100% owned by WPP plc) are consolidated subsidiaries of WPP plc and are each subject to the reporting requirements under section 15(d) of the Securities Exchange Act of 1934. The summarised financial information is prepared in accordance with IFRS as issued by the IASB and is intended to provide investors with meaningful financial information, and is provided pursuant to the adoption of Rule 13-01 of Regulation S-X which allows for alternative financial disclosures or narrative disclosures in lieu of the separate financial statements of WPP Finance 2010 and the guarantors. The financial information presented is that of the issuers and guarantors of the guaranteed security, and the financial information of non-issuer and non-guarantor subsidiaries has been excluded.

C. Research and Development, Patents and Licenses, etc.

Not applicable.

D. Trend Information

The discussion below and in the rest of this Item 5 in this Annual Report on Form 20-F includes forward-looking statements regarding plans, objectives, projections and anticipated future performance based on assumptions that are subject to risks and uncertainties. As such, actual results or outcomes may differ materially from those discussed in the forward-looking statements. See “Forward-Looking Statements” preceding Item 1 in this Annual Report on Form 20-F.

For information regarding the trends in the Company's business, see Item 5A Operating Results and Item 5B Liquidity and Capital Resources above.

E. Critical Accounting Estimates

Not applicable. The Company’s consolidated financial statements have been prepared in accordance with IFRS as issued by the IASB. A summary of the Group’s principal accounting policies is provided in the Accounting Policies section of the consolidated financial statements.

Non-GAAP Measures

As introduced on page 9, the following metrics are the Group’s non-GAAP measures.

Constant currency

These consolidated financial statements are presented in pounds sterling. However, the Company’s significant international operations give rise to fluctuations in foreign exchange rates. To neutralise foreign exchange impact and illustrate the underlying change in revenue and profit from one year to the next, the Company has adopted the practice of discussing results in both reportable currency (local currency results translated into pounds sterling at the prevailing foreign exchange rate) and constant currency.

The Group uses US dollar-based, constant currency models to measure performance across all jurisdictions. These are calculated by applying budgeted 2025 exchange rates to local currency reported results for the current and prior year, which excludes any variances attributable to foreign exchange rate movements.

Like-for-like

Management also believes that discussing like-for-like contributes to the understanding of the Company’s performance and trends because it allows for meaningful comparisons of the current year to that of prior years.

Like-for-like comparisons are calculated as follows: current year, constant currency actual results (which include acquisitions from the relevant date of completion) are compared with prior year, constant currency actual results, adjusted to include the results of acquisitions and disposals.

The following table reconciles reported revenue growth for the year ended 31 December 2025 and 2024, including like-for-like revenue growth for the same period:

	Revenue
	£m	%
2023 Reported	14,845
Impact of exchange rate changes	(473)	(3.2)
Impact of acquisition	30	0.2
Like-for-like growth	339	2.3
2024 Reported	14,741	(0.7)
Impact of exchange rate changes	(266)	(1.8)
Impact of acquisitions and disposals	(402)	(2.7)
Like-for-like growth	(523)	(3.6)
2025 Reported	13,550	(8.1)

Headline operating profit

Headline operating profit is one of the measures that management uses to assess the performance of the business.

Headline operating profit is calculated as operating profit before gains/losses on disposal of investments and subsidiaries, gains/losses on disposal of property, other impairment charges, goodwill impairment, amortisation and impairment of acquired intangible assets, restructuring and transformation costs, property-related restructuring costs, other transaction costs, and legal provision charges/(gains).

The material adjustments to operating profit described above are included in costs of services and general administrative costs as provided in note 3 to the consolidated financial statements and are components of operating profit.

A tabular reconciliation of profit before taxation to headline operating profit is provided in note 29 to the consolidated financial statements.

Headline PBIT

Headline PBIT is one of the metrics that management uses to assess the performance of the business.

Headline PBIT is calculated as profit before net finance costs, taxation, gains/losses on disposal of investments and subsidiaries, gains/losses on disposal of property, goodwill impairment, amortisation and impairment of acquired intangible assets, other impairment charges, restructuring and transformation costs, property-related restructuring costs, other transaction costs, and legal provision charges/(gains) and share of adjusting and other items for associates.

A tabular reconciliation of profit before taxation to headline PBIT is shown below.

	Year ended 31 December
	2025	2024	2023
	£m	£m	£m
Profit before taxation	131	1,031	346
Finance and investment income	(78)	(137)	(127)
Finance costs	352	417	389
Revaluation and retranslation of financial instruments	16	50	(7)
Profit before interest and taxation	421	1,361	601
Goodwill impairment	641	237	63
Amortisation and impairment of acquired intangible assets	61	93	728
Other impairment charges	5	26	18
Restructuring and transformation costs	68	251	196
Property-related restructuring costs	127	26	232
Gains on disposal of investments and subsidiaries	(6)	(322)	(7)
Gain on disposal of property	—	(7)	—
Other transaction costs	—	10	—
Legal provision charges/(gains)	43	68	(11)
Share of adjusting and other items for associates	—	4	(33)
Headline PBIT	1,360	1,747	1,787

Headline PBT

Headline PBT is one of the metrics that management uses to assess the performance of the business.

Headline PBT is calculated as profit before taxation, gains/losses on disposal of investments and subsidiaries, gains/losses on disposal of property, goodwill impairment, amortisation and impairment of acquired intangible assets, other impairment charges, restructuring and transformation costs, property-related restructuring costs, other transaction costs, and legal provision charges/(gains), share of adjusting and other items for associates, and revaluation and retranslation of financial instruments.

A tabular reconciliation of profit before taxation to headline PBT is shown below.

	Year ended 31 December
	2025	2024	2023
	£m	£m	£m
Profit before taxation	131	1,031	346
Goodwill impairment	641	237	63
Amortisation and impairment of acquired intangible assets	61	93	728
Other impairment charges	5	26	18
Restructuring and transformation costs	68	251	196
Property-related restructuring costs	127	26	232
Gains on disposal of investments and subsidiaries	(6)	(322)	(7)
Gain on disposal of property	—	(7)	—
Other transaction costs	—	10	—
Legal provision charges/(gains)	43	68	(11)
Share of adjusting and other items for associates	—	4	(33)
Revaluation and retranslation of financial instruments	16	50	(7)
Headline PBT	1,086	1,467	1,525

Adjusted operating cash flow, Adjusted free cash flow and Adjusted net cash flow

The Group bases its internal cash flow objectives on adjusted operating cash flow, adjusted free cash flow and adjusted net cash flow.

Management believes adjusted operating cash flow is a target that can be translated into targets for operating business units that do not have direct control of items which influence adjusted free cash flow, such as the Group effective tax rate and leverage, and is meaningful to investors as a measure of the degree to which headline operating profit is converted into cash after the cost of leased operating assets, investment in capital expenditure, and working capital.

Adjusted operating cash flow is calculated as cash used in/generated by operations plus investment income received, and share option proceeds, less repayment of lease liabilities, interest paid on lease liabilities, and purchases of property, plant and equipment and purchases of intangible assets.

Adjusted free cash flow is meaningful to investors because it is the measure of the Company’s funds available for acquisition-related payments, dividend payments to shareholders, share repurchases and debt repayment. The purpose of presenting adjusted free cash flow is to indicate the ongoing cash generation within the control of the Group after taking account of the necessary cash expenditures of maintaining the capital and operating structure of the Group (in the form of payments of interest, corporate taxation and capital expenditure). This computation may not be comparable to that of similarly titled measures presented by other companies.

Adjusted free cash flow is calculated as cash used in/generated by operations plus dividends received from associates, interest received, investment income received, and share option proceeds, less corporation and overseas tax paid, interest and similar charges paid, dividends paid to non-controlling interests in subsidiary undertakings, repayment of lease liabilities, interest paid on lease liabilities, contingent consideration liability payments and purchases of property, plant and equipment and purchases of intangible assets.

Adjusted net cash flow is meaningful to investors because it is the measure of the Group’s funds available for debt repayment or to increase cash on hand after acquisition-related payments, dividend payments to shareholders and share repurchases. The purpose of presenting adjusted net cash flow is to indicate the ongoing cash generation within the control of the Group after taking account of the necessary cash expenditures of maintaining the capital and operating structure of the Group (in the form of payments of interest, corporate taxation, and capital expenditure) and after acquisitions, dividend payments to shareholders and share repurchases.

Adjusted net cash flow is calculated as adjusted free cash flow (as defined above) plus disposal proceeds, less net initial acquisition payments, dividends and share purchases.

A tabular reconciliation of adjusted operating cash flow, adjusted free cash flow and adjusted net cash flow is shown below.

	Year ended 31 December
	2025	2024	2023
	£m	£m	£m
Net cash inflow from operating activities	724	1,408	1,238
Corporation and overseas tax paid	398	392	395
Interest paid on lease liabilities	95	95	103
Other interest and similar charges paid	282	306	275
Interest received	(97)	(109)	(116)
Investment income	(13)	(11)	(13)
Dividends from associates	(45)	(31)	(43)
Contingent consideration liability payments recognised in operating activities	21	10	6
Cash generated by operations	1,365	2,060	1,845
Purchases of property, plant and equipment	(91)	(189)	(177)
Purchases of intangible assets	(95)	(47)	(40)
Repayment of lease liabilities	(242)	(282)	(259)
Interest paid on lease liabilities	(95)	(95)	(103)
Investment income	13	11	13
Share option proceeds	—	2	1
Adjusted operating cash flow	855	1,460	1,280
Corporation and overseas tax paid	(398)	(392)	(395)
Other interest and similar charges paid	(282)	(306)	(275)
Interest received	97	109	116
Dividends from associates	45	31	43
Contingent consideration liability payments	(65)	(97)	(31)
Dividends paid to non-controlling interests in subsidiary undertakings	(50)	(67)	(101)
Adjusted free cash flow	202	738	637
Net disposal proceeds	22	667	122
Net initial acquisition payments	(147)	(153)	(280)
Dividends	(343)	(425)	(423)
Share purchases	(97)	(82)	(54)
Adjusted net cash flow	(363)	745	2

Adjusted net debt and average adjusted net debt

Management believes that adjusted net debt and average adjusted net debt are appropriate and meaningful measures of the debt levels within the Group. Adjusted net debt is defined as cash and cash equivalents, bank overdrafts, current and non-current borrowings, derivative financial instruments hedging debt items, and excludes lease liabilities, contingent consideration and deferred consideration liabilities in respect of the Group’s mergers and acquisitions activities. Average adjusted net debt represents the rolling 12-month average of the Group's monthly adjusted net debt balances.

The definition of adjusted net debt and average adjusted net debt have been updated to include the impact of derivative financial instruments that hedge debt items as management believes this provides a more accurate representation of the adjusted net debt levels of the Group. Prior year comparatives and related metrics (ie. the average adjusted net debt to headline EBITDA ratio) have been re-presented for this new definition.

The following table is an analysis of adjusted net debt:

	2025	2024	2023
	£m	£m	£m
Cash and cash equivalents	2,694	2,638	2,218
Current borrowings	(822)	(584)	(946)
Non-current borrowings	(4,114)	(3,744)	(3,775)
Derivative financial instruments	75	(52)	31
Adjusted net debt1	(2,167)	(1,742)	(2,472)
Average adjusted net debt1	(3,404)	(3,506)	(3,631)

1 Prior year comparatives have been re-presented in accordance with the updated adjusted net debt definition

Average adjusted net debt for 31 December 2025, 31 December 2024 and 31 December 2023 represents the average for the 12-month period ended 31 December 2025, 31 December 2024 and 31 December 2023 respectively.

Components of earnings from associates

Management reviews the 'earnings from associates' by assessing the underlying component movements including 'share of profit before interest and taxation of associates', 'share of adjusting and other items for associates', 'share of interest and non-controlling interests of associates', and 'share of taxation of associates', which are derived from the income statements of the associate undertakings. Management applies consistent principles in determining items adjusted from headline profit as with subsidiaries.

The following table is an analysis of earnings from associates and underlying component movements:

	2025	2024	2023
	£m	£m	£m
Share of profit before interest and taxation	46	43	48
Share of adjusting and other items for associates	—	(4)	33
Share of interest and non-controlling interests	6	10	2
Share of taxation	(13)	(13)	(13)
Earnings from associates	39	36	70

Share of adjusting and other items for associates was nil for the year ended 31 December 2025 (2024: £(4) million, 2023: £33 million). For the year ended 31 December 2025, share of adjusting and other items for associates included £2 million (2024: £2 million, 2023: £45 million) of non-refundable distributions received from Kantar, described in note 4 to the consolidated financial statements.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. Directors and Senior Management

The Directors and Executive Officers of the Company are provided in the table below. Information on our board is set forth on pages 66 to 68 of the WPP 2025 Annual Report and incorporated herein by reference to Exhibit 15.5.

Name	Age	Position(s) Held
Philip Jansen	59	Chair
Cindy Rose OBE	60	Chief Executive Officer
Joanne Wilson	50	Chief Financial Officer
Angela Ahrendts DBE	65	Senior Independent Director, Non-Executive Director
Simon Dingemans	62	Non-Executive Director
Sandrine Dufour	59	Non-Executive Director
Tom Ilube CBE	62	Non-Executive Director
Keith Weed CBE	64	Non-Executive Director
Jasmine Whitbread	62	Non-Executive Director
---	---	---
Dr. Ya-Qin Zhang	60	Non-Executive Director

B. Compensation

Directors’ Compensation

Information on the Company's directors' compensation is set forth on pages 93 to 131 of the WPP 2025 Annual Report and incorporated herein by reference to Exhibit 15.8.

C. Board Practices

Board Attendance

Board and Committee meeting attendance can be found on page 77 of the WPP 2025 Annual Report and incorporated herein by reference to Exhibit 15.5.

Role of the Board

The role of the Board is set forth on page 71 of the WPP 2025 Annual Report and incorporated herein by reference to Exhibit 15.5.

Re-election

Information on the Company's directors' re-election are set forth on page 78 of the WPP 2025 Annual Report and incorporated herein by reference to Exhibit 15.5.

Service contracts

The Company’s policy on Executive Directors’ service contracts is that they should be on a rolling basis without a specific end date. The effective dates and notice periods under the current Executive Directors’ service contracts are shown below:

	Effective from	Notice period
Cindy Rose	1 September 2025	12 months
Joanne Wilson	19 April 2023	12 months

The Executive Directors’ service contracts are available for inspection at the Company’s registered office and head office.

Loss of office provisions

Fixed compensation elements

As noted above, the service contracts of the executives provide for notice to be given on termination.

The fixed compensation elements of the contract will continue to be paid in respect of any notice period. At the Compensation Committee's discretion the Executive Director's employment may be terminated by making a payment in lieu of notice of fixed compensation. If an Executive Director is placed on garden leave, the Committee retains the discretion to settle benefits in the form of cash. The Executive Directors are entitled to compensation for any accrued and unused holiday although, to the extent it is possible and in shareholder interests, the Committee will encourage Executive Directors to use their leave entitlements prior to the end of their notice period. Except in respect of any remaining notice period, no aspect of any Executive Director’s fixed compensation is payable on termination of employment.

Short and long-term compensation elements

If the Executive Director is dismissed for cause, there is not an entitlement to a STIP award, and any unvested share-based awards will lapse. Otherwise, the table below summarises the relevant provisions from the Directors’ service contracts (cash bonus) and the plan rules (ESA and EPSP), which apply in other leaver scenarios. The Compensation Committee has the authority to ensure that any awards that vest or lapse are treated in accordance with the plan rules, which are more extensive than the summary set out in the table below.

Cash bonus	The Executive Directors are entitled to receive their bonus for any particular year provided they are employed on the last date of the performance period.
ESA	Provided the Executive Director is a Good Leaver unvested awards will be received in full. If the Executive Director is not a Good Leaver unvested awards will lapse in full.
EPSP	•The award will ordinarily lapse if the Executive Director leaves prior to the date of vesting.<br><br>•Provided the Executive Director is a Good Leaver, awards will vest subject to performance at the end of the performance period and time pro-rating. Awards will be paid on the normal date.<br><br>•In exceptional circumstances, the Compensation Committee may determine that an award will vest on a different basis.<br><br>•Generally, in the event of death, the performance conditions are to be assessed as at the date of death. However, the Compensation Committee retains the discretion to deal with an award due to a deceased executive on any other basis that it considers appropriate.<br><br>•Awards will vest immediately on a change of control subject to performance and time pro-rating will be applied unless it is agreed by the Compensation Committee and the relevant Executive Director that the outstanding awards are exchanged for equivalent new awards.

Other Compensation Committee discretions not set out above

Leaver status: the Compensation Committee has the discretion to determine an Executive Director’s leaver classification considering the guidance set out within the relevant plan rules.

Settlement agreements: the Compensation Committee is authorised to reach settlement agreements with departing Executive Directors, informed by the default position set out above.

External appointments

Executive Directors are permitted to serve as non-executives on the boards of other organisations. If the Company is a shareholder in that organisation, non-executive fees for those roles are waived. However, if the Company is not a shareholder in that organisation, any non-executive fees can be retained by the office holder.

Other chair and non-executive director policies

Letters of appointment for the chair and non-executive directors

Letters of appointment have a one- to two-month notice period and there are no payments due on loss of office.

Appointments to the Board

The Chair and Non-Executive Directors are not eligible to receive any variable pay. Fees for any new Non-Executive Directors will be consistent with the operating policy at their time of appointment. In respect of the appointment of a new Chair, the Compensation Committee has the discretion to set fees considering a range of factors including the profile and prior experience of the candidate and external market data.

Payments in exceptional circumstances

In unforeseen and exceptional circumstances, the Compensation Committee retains the discretion to make emergency payments which might not otherwise be covered by this policy. The Committee will not use this power to exceed the recruitment policy limit, nor will awards be made in excess of the limits set out in the Directors’ Compensation Policy table. An example of such an exceptional circumstance could be the untimely death of a director, requiring another director to take on an interim role until a permanent replacement is found.

Compensation Committee

During 2025, there were five scheduled and ten unscheduled Compensation Committee meetings. A table of Board and Committee attendance can be found on page 77 of the WPP 2025 Annual Report and incorporated herein by reference to Exhibit 15.5

The Committee members have no personal financial interest (other than as a shareholder as disclosed on page 127 in Exhibit 15.8) in the matters to be decided by the Committee, potential conflicts of interest arising from cross-directorships, or day-to-day involvement in running the Group’s businesses. The terms of reference for the Compensation Committee are available on the Company’s website, http://www.wpp.com/investors/corporate-governance.

The Committee’s principal responsibilities under its terms of reference include:

•To set, review and approve in respect of the Company’s Chair, Chief Executive Officer, other Executive Directors, the Executive Committee and the Company Secretary:

•the remuneration policy;

•individual remuneration arrangements;

•individual benefits, including pension;

•individual fees and expenses;

•terms and conditions of employment;

•terms of any compensation package in the event of early termination of contract;

•participation in any cash or share based plans operated by the Company; and

•the targets and measures for any performance related cash or share based plans operated by the Company for the Chief Executive Officer and other Executive Directors, and to have oversight of the performance measure and target setting for of such plans for the Executive Committee and the Company Secretary.

•To review remuneration and related policies across the general workforce and the alignment of incentives and rewards with culture, taking this into account when determining the remuneration policy for the Executive Directors and the remuneration for the Executive Committee.

•To use judgement to determine whether incentives that are due as a result of formulaic outcomes are truly representative of company and individual performance.

•To use discretion to make adjustments to incentives as appropriate.

•To oversee the process for recovery and withholding (malus and clawback) and determine the resulting action to be taken.

•The remuneration and contractual terms of the Non-Executive Directors (NEDs) will be set by the Company’s Chair and the Executive Directors.

•To approve new rules or amendments and the launch of any Company share or cash-based incentive plans and the grant, award, allocation or issue of shares or payments under such plan.

•To establish the selection criteria, selecting, appointing and setting the terms of reference for any remuneration consultants to advise the Committee.

•To consult with key shareowners in respect of new or substantial changes to the remuneration policy or existing elements of remuneration.

•To approve for submission to shareowners all new or substantial changes to the remuneration policy.

•Oversee the preparation of and recommend to the Board the approval of the annual report of the Committee in compliance with statutory disclosure requirements and all relevant Codes of Best Practice.

Advisors to the Compensation Committee

Information on the Company's advisors to the compensation committee are set forth on page 115 of the WPP 2025 Annual Report and incorporated herein by reference to Exhibit 15.8.

External advisors

Information on the Company's external advisors are set forth on page 115 of the WPP 2025 Annual Report and incorporated herein by reference to Exhibit 15.8.

Changes in Executive Directors

Information on the changes in executive directors are set forth on pages 115 to 116 of the WPP 2025 Annual Report and incorporated herein by reference to Exhibit 15.8.

Audit Committee

Information on the Company's Audit Committee are set forth on pages 84 to 90 of the WPP 2025 Annual Report and incorporated herein by reference to Exhibit 15.6.

Additional committee responsibilities and key areas of focus in 2025 directly related to the 20-F filing requirements include:

•reviewing and monitoring the maintenance of an effective risk management and internal control framework, both financial and non-financial. Overseeing the Group’s compliance with Section 404 of the US Sarbanes-Oxley Act 2002;

•monitoring compliance with relevant US and UK regulatory and legal requirements;

•reviewing the statements to be made in the Annual Report on compliance with the corporate governance requirements of the UK Corporate Governance Code, the Disclosure and Transparency Rules, the NYSE listing rules and of the SEC, along with the verification undertaken, including that of the External Auditors, and advising the Board accordingly;

•reviewing the Company’s systems and controls for ethical behaviour and the prevention of bribery and receiving reports on non-compliance; and

•monitoring the external auditor's compliance with relevant ethical and professional guidance on the rotation of the audit partner.

Internal Audit

Information on the Company's internal audit are set forth on page 86 of the WPP 2025 Annual Report and incorporated herein by reference to Exhibit 15.6.

Risk Management and Internal Controls

Information on the Company's risk management and internal controls are set forth on page 87 of the WPP 2025 Annual Report and incorporated herein by reference to Exhibit 15.6.

Board Performance Review

Information on the Company's Board performance review are set forth on page 81 of the WPP 2025 Annual Report and incorporated herein by reference to Exhibit 15.5.

D. Employees

The assets of communications services businesses are primarily their employees, and the Company is highly dependent on the talent, creative abilities and technical skills of its personnel and the relationships its personnel have with clients. The Company believes that its operating companies have established reputations in the industry that attract talented personnel. However, the Company, like all communications services businesses, is vulnerable to adverse consequences from the loss of key employees due to the competition among these businesses for talented personnel. Information on the number of employees can be found in note 5 to the consolidated financial statements in Item 18 of this Annual Report on Form 20-F.

E. Share Ownership

Information on the Company's share ownership are set forth on page 184 of the WPP 2025 Annual Report and incorporated herein by reference to Exhibit 15.7.

Executive directors’ interests, shareholding requirements, and non-executive's directors' interests are set forth on page 126 and 127 of the WPP 2025 Annual Report and incorporated herein by reference to Exhibit 15.8.

F. Disclosure of a Registrant's Action to Recover Erroneously Awarded Compensation

Not applicable.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A. Major Shareholders

As of the dates shown below, the table below shows the holdings of major shareholders in the Company’s issued ordinary share capital in accordance with the Disclosure Guidance and Transparency Rules (DTRs) notified to the Company.

			12 March 20261			21 March 20251			15 March 20241
BlackRock Inc.	9.84	%	106,395,505	10.00	%	107,907,698	8.33	%	89,538,830
FIL Limited	8.92	%	96,205,988	*		*	*		*
Mondrian Investment Partners Limited	5.63	%	60,760,531	*		*	*		*
RWC Asset Management LLP	5.25	%	56,604,455	*		*	*		*
Schroders Plc	5.07	%	54,681,857	*		*	*		*
Hotchkis & Wiley Capital Management, LLC	5.04	%	54,385,055	*		*	*		*
Silchester International Investors LLP	5.03	%	54,288,349	5.03	%	54,288,349	5.03	%	54,288,349
Harris Associates L.P.	*		*	*		*	5.07	%	54,509,450

*The Company has not been notified of any interests in the issued ordinary capital of the Company in excess of 5.0%.

1Interests as at date of notification

The disclosed interests refer to the respective combined holdings of those entities and to interests associated with them. None of these shareholders have voting rights that are different from those of the holders of the Company’s ordinary shares generally. As far as WPP is aware, it is neither directly nor indirectly owned or controlled by one or more corporations or by any government, or by any other natural or legal persons severally or jointly.

The number of outstanding ordinary shares at 31 December 2025 was 1,078,802,358 which included at such date the underlying ordinary shares represented by 20,442,860 ADSs. 224 shareholders of record of WPP ordinary shares were US residents at 31 December 2025.

The geographic distribution of the Group's share ownership at 31 December 2025 is presented below:

United Kingdom	28.6	%
United States	50.5	%
Rest of World	20.9	%
Total	100.0	%

B. Related Party Transactions

The Group enters into transactions with its associate undertakings, primarily in relation to pass-through billing arrangements.

There are no material provisions for doubtful debts relating to these balances and no material expense has been recognised in the income statement in relation to bad or doubtful debts for 2025 or 2024.

See note 28 to the consolidated financial statements in Item 18 of this Annual Report on Form 20-F.

See Item 6C Board Practices of this Annual Report on Form 20-F for a discussion of the service contracts between the Company and the Executive Directors.

C. Interests of Experts and Counsel

Not applicable.

ITEM 8. FINANCIAL INFORMATION

A. Consolidated Statements and Other Financial Information

See Item 18 of this Annual Report on Form 20-F.

Outstanding legal proceedings

The Company has claims against others and there are claims against the Company in a variety of matters arising from the conduct of its business. In the opinion of the management of the Company, the ultimate unprovided liability, if any, that is likely to result from these matters would not have a material impact on the Company’s financial position, or on the results of its operations. See note 20 to the consolidated financial statements for more details.

Dividend distribution policy

See Item 10B Memorandum and Articles of Association of this Annual Report on Form 20-F.

ADS holders are eligible for all stock dividends or other entitlements accruing on the underlying WPP plc shares and receive all cash dividends in US dollars. These are normally paid twice a year. Dividend cheques are mailed directly to the ADS holder on the payment date if ADSs are registered with WPP’s U.S. Depositary, Citibank N.A. Dividends on ADSs that are registered with brokers are sent to the brokers, who forward them to ADS holders.

Dollar amounts paid to ADS holders depend on the sterling/dollar exchange rate at the time of payment.

B. Significant Changes

See note 30 to the consolidated financial statements in Item 18 of this Annual Report on Form 20-F.

ITEM 9. THE OFFER AND LISTING

A. Offer and Listing Details

The Company has ordinary shares (trading symbol: WPP) listed on the London Stock Exchange and ADSs for such ordinary shares (trading symbol: WPP) listed on the New York Stock Exchange.

The Depositary held 102,214,300 ordinary shares at 31 December 2025, approximately 9.47% of the outstanding ordinary shares, represented by 20,442,860 outstanding ADSs.

B. Plan of Distribution

Not applicable.

C. Markets

See the discussion in Item 9A of this Annual Report on Form 20-F.

D. Selling Shareholders

Not applicable.

E. Dilution

Not applicable.

F. Expenses of the Issue

Not applicable.

ITEM 10. ADDITIONAL INFORMATION

A. Share Capital

Not applicable.

B. Memorandum and Articles of Association

See Exhibit 1.1 to this Annual Report on Form 20-F for information called for by Item 10.B.

C. Material Contracts

The following is a summary of each contract (not being a contract entered into in the ordinary course of business) that has been entered into by any member of the WPP Group: (a) within the two years immediately preceding the date of this Form 20-F which are, or may be, material to the WPP Group; or (b) at any time which contain obligations or entitlements which is, or may be, material to the WPP Group as at the date of this Form 20-F:

(i) On 7 September 2012, WPP Finance 2010 issued US$300,000,000 5.125% guaranteed senior notes due September 2042. These notes were issued under the Indenture dated as of 21 November 2011, as supplemented by the Third Supplemental Indenture, dated as of 7 September 2012, among WPP Finance 2010 as issuer, WPP 2012 Limited (formerly known as WPP plc), WPP Air 1, WPP 2008 Limited and WPP 2005 Limited as guarantors, Wilmington Trust, National Association as trustee, Citibank, N.A., as security registrar and Principal Paying Agent and Citibank, N.A., London Branch as Paying Agent. The indenture contains

events of default (including cross-default). It also contains a restriction on the Issuer or any of the guarantors of the notes (now being WPP plc, WPP Jubilee Limited and WPP 2005 Limited) consolidating or merging with any other person and conveying, transferring or leasing all or substantially all of their properties and assets to any person except where the entity resulting from such consolidation or merger or to whom such properties and assets are transferred becomes a primary obligor of the notes and gives certain certificates and indemnities. The covenants in the Indenture also include a negative pledge and a limitation on the sale and leaseback of any assets by the guarantors and their principal subsidiaries. The Indenture allows for defeasance of these covenants subject to certain conditions. The holders of the notes have the right to require the Issuer to repurchase the notes at a price equal to 101% of the principal amount of the notes in the event that there is a Change of Control of WPP plc and the notes lose their investment grade rating. The Indenture also contains a joint and several indemnity from the Issuer and the guarantors in favour of the Trustee. During 2018 WPP Finance 2010 repurchased and cancelled $28,422,000 5.125% guaranteed senior notes due September 2042. In May 2019, WPP Finance 2010 repurchased and cancelled $178,744,000 5.125% guaranteed senior notes due September 2042;

(ii) On 2 January 2013, WPP plc entered into a deposit agreement with Citibank, N.A., as US Depositary, and the holders and beneficial owners of ADSs that sets out the terms on which the US Depositary has agreed to act as depositary with respect to WPP ADSs. The deposit agreement contains, amongst other things, customary provisions pertaining to the form of ADRs, the deposit and withdrawal of ordinary shares, distributions to holders of ADSs, voting of ordinary shares underlying ADSs, obligations of the US Depositary and WPP plc, charges of the US Depositary, and compliance with U.S. securities laws;

(iii) On 12 November 2013, WPP Finance 2010 issued US$500,000,000 5.625% guaranteed senior notes due November 2043. These notes were issued under the Indenture dated as of 12 November 2013, as supplemented by the First Supplemental Indenture dated as of 12 November 2013, among WPP Finance 2010 as issuer, WPP plc, WPP Jubilee Limited, and WPP 2005 Limited as guarantors, Wilmington Trust, National Association as trustee, Citibank, N.A., as security registrar and Principal Paying Agent and Citibank, N.A., London Branch as Paying Agent. The indenture contains events of default (including a cross-default). It also contains a restriction on the Issuer or any of the guarantors consolidating or merging with any other person and conveying, transferring or leasing all or substantially all of their properties and assets to any person except where the entity resulting from such consolidation or merger or to whom such properties and assets are transferred becomes a primary obligor of the notes and gives certain certificates and indemnities. The covenants in the Indenture also include a negative pledge and a limitation on the sale and leaseback of any assets by the guarantors and their principal subsidiaries. The Indenture allows for defeasance of these covenants subject to certain conditions. The holders of the notes have the right to require the Issuer to repurchase the notes at a price equal to 101% of the principal amount of the notes in the event that there is a Change of Control of WPP plc and the notes lose their investment grade rating. The Indenture also contains a joint and several indemnity from the Issuer and the guarantors in favour of the Trustee. During 2018 WPP Finance 2010 repurchased and cancelled $49,690,000 5.625% guaranteed senior notes due November 2043. In May 2019, WPP Finance 2010 repurchased and cancelled $230,465,000 5.625% guaranteed senior notes due November 2043;

(iv) On 22 September 2014, WPP Finance S.A. issued EUR 750,000,000 2.250% guaranteed senior notes due 22 September 2026. The notes are guaranteed by WPP plc, WPP 2005 Limited, and WPP Jubilee Limited, and were constituted by a Trust Deed dated 11 November 2013 between WPP Finance S.A., the guarantors, and Citicorp Trustee Company Limited. The administration of payments to noteholders is provided for in an Agency Agreement dated 11 November 2013 between WPP Finance S.A., the guarantors, and Citibank, N.A., London Branch. The notes are listed on the Global Exchange Market of the Irish Stock Exchange. The terms and conditions of the notes contain a redemption provision at the option of the noteholders on a Change of Control and a negative pledge and the events of default in the terms and conditions include cross-default;

(v) On 23 March 2015, WPP Finance Deutschland GmbH issued EUR 600,000,000 1.625% guaranteed senior notes due 23 March 2030. The notes are guaranteed by WPP plc, WPP 2005 Limited, and WPP Jubilee Limited, and were constituted by a Trust Deed dated 11 November 2013 as supplemented by a First Supplemental Trust Deed dated 14 November 2014 between, inter alia, WPP Finance Deutschland GmbH, the guarantors, and Citicorp Trustee Company Limited. The administration of payments to noteholders is provided for in an Agency Agreement dated 11 November 2013 between, inter alia, WPP Finance Deutschland GmbH, the guarantors and Citibank, N.A., London Branch. The notes are listed on the Global Exchange Market of the Irish Stock Exchange. The terms and conditions contain a redemption provision at the option of the noteholders on a Change of Control and a negative pledge and the events of default in the terms and conditions include cross-default;

(vi) On 14 September 2016, WPP Finance 2013 issued GBP 400,000,000 2.875% fixed rate guaranteed senior notes due 14 September 2046. The notes are guaranteed by WPP plc, WPP 2005 Limited and WPP Jubilee Limited, and are constituted by a Trust Deed dated 14 November 2014 between, inter alia, WPP Finance 2013, the guarantors, and Citicorp Trustee Company Limited. The administration of payments to noteholders is provided for in an Agency Agreement dated 11 November 2013 between, inter alia, WPP Finance 2013, the guarantors and Citibank, N.A., London Branch. The notes were listed on the Global Exchange Market of the Irish Stock Exchange. The terms and conditions contain a redemption provision at the option of the noteholders on a Change of Control and a negative pledge and the events of default in the terms and conditions include cross-default. In May and June 2024, WPP Finance 2013 repurchased and cancelled GBP 20,000,000 of the 2.875% fixed rate guaranteed senior notes due 14 September 2046, leaving GBP 380,000,000 outstanding;

(vii) On 20 March 2018, WPP Finance 2016 issued EUR 500,000,000 1.375% guaranteed senior notes due 20 March 2025. The notes are guaranteed by WPP plc, WPP 2005 Limited, and WPP Jubilee Limited, and were constituted by a Trust Deed dated 8 November 2016 between, inter alia, WPP Finance 2016, the guarantors, and Citicorp Trustee Company Limited. The administration of payments to noteholders is provided for in an Agency Agreement dated 8 November 2016 between, inter alia, WPP Finance 2016, the guarantors and Citibank, N.A., London Branch. The notes are listed on the Global Exchange Market of the Irish Stock Exchange. The terms and conditions contain a redemption provision at the option of the noteholders on a Change of Control and a negative pledge and the events of default in the terms and conditions include cross-default. The 1.375% guaranteed senior notes due 20 March 2025 were repaid in full on maturity;

(viii) On 20 February 2024, WPP CP LLC, WPP Finance Co. Limited and WPP CP Finance plc (as borrowers) and, WPP plc, WPP 2005 Limited and WPP Jubilee Limited (as guarantors) entered into an agreement for a five-year multi-currency US $2.5 billion revolving credit facility (with a US$ 1.5 billion swingline facility) with a syndicate of banks and Citibank Europe plc, UK Branch as facility agent. On 5 February 2025, the lending banks approved extending the maturity day from 20 February 2029 for one year, to February 2030. On 3 February 2026, the lending banks approved extending the maturity date from 20 February 2030 for a further year to 20 February 2031. On 3 February 2025, WPP plc as Parent and the Facility Agent entered into a sustainability supplement agreeing certain environmental, social and governance (ESG) related KPI's which, if and to the extent achieved, have the impact of adjusting margin by up to 0.03% up or down. The facility is available for drawing by way of multi-currency cash advances on a revolving basis, with an option to draw US Dollar swingline advances up to a sub-limit of US$1.5 billion. The rate of margin for the facility is, if the long-term unsecured and non-credit enhanced debt rating of WPP published by Moody’s and Standard & Poor’s (the Credit Rating) is A-/A3 or higher, 0.25% per annum. If the Credit Rating is BBB+ or Baa1, the rate of margin for the facility is 0.30% per annum. If the Credit Rating is BBB or Baa2, the rate of margin for the facility is 0.40% per annum. If the Credit Rating is BBB- or Baa3, the rate of margin for the facility is 0.50% per annum. If the Credit Rating is BB+ or Ba1 or lower, the rate of margin for the facility is 0.80% per annum. All margins above are subject to a credit adjustment spread which varies by both currency of drawing and period of drawdown. If Moody’s and Standard & Poor’s assign different Credit Ratings, the margin shall be the average of the margins determined by each of Moody’s and Standard & Poor’s. The commitment fee payable on undrawn commitments is equal to 35% of the then applicable margin. A utilisation fee of 0.075% per annum is payable on outstandings on any day on which the amount of outstandings exceeds 0% of the total facility commitments but is less than or equal to 33% of the total facility commitments. A utilisation fee of 0.15% per annum is payable on outstandings on any day on which the amount of outstandings exceeds 33% of the total facility commitments but is less than or equal to 66% of the total facility commitments. A utilisation fee of 0.30% per annum is payable on outstandings on any day on which the amount of outstandings exceeds 66% of the total facility commitments. The facility agreement contains customary representations, covenants and events of default. The interest rate for swingline advances is the higher of the US prime commercial lending rate and 0.50% per annum above the federal funds rate.

(ix) On 19 May 2020, WPP Finance S.A. issued EUR 750,000,000 2.375% guaranteed senior notes due 19 May 2027. The notes are guaranteed by WPP plc, WPP 2005 Limited, and WPP Jubilee Limited, and were constituted by a Trust Deed dated 5 November 2018 between, inter alia, WPP Finance S.A., the guarantors, and Citicorp Trustee Company Limited. The administration of payments to noteholders is provided for in an Agency Agreement dated 5 November 2018 between, inter alia, WPP Finance S.A., the guarantors and Citibank, N.A., London Branch. The notess are listed on the Global Exchange Market of the Irish Stock Exchange. The terms and conditions contain a redemption provision at the option of the noteholders on a Change of Control and a negative pledge and the events of default in the terms and conditions include cross-default;

(x) On 19 May 2020, WPP Finance 2017 issued £250,000,000 3.75% guaranteed senior notes due 19 May 2032. The notes are guaranteed by WPP plc, WPP 2005 Limited, and WPP Jubilee Limited, and were constituted by a Trust Deed dated 5 November 2018 between, inter alia, WPP Finance 2017, the guarantors, and Citicorp Trustee Company Limited. The administration of payments to noteholders is provided for in an Agency Agreement dated 5 November 2018 between, inter alia, WPP Finance 2017, the guarantors and Citibank, N.A., London Branch. The notes are listed on the Global Exchange Market of the Irish Stock Exchange. The terms and conditions contain a redemption provision at the option of the noteholders on a Change of Control and a negative pledge and the events of default in the terms and conditions include cross-default;

(xi) On 30 May 2023, WPP Finance S.A. issued EUR 750,000,000 4.125% guaranteed senior notes due 30 May 2028. The notes are guaranteed by WPP plc, WPP 2005 Limited and WPP Jubilee Limited, and were constituted by a Trust Deed dated 14 December 2021 between, inter alia, WPP Finance S.A., the guarantors, and Citicorp Trustee Company Limited. The administration of payments to noteholders is provided for in an Agency Agreement dated 14 December 2021 between, inter alia, WPP Finance S.A., the guarantors and Citibank, N.A., London Branch. The notes are listed on the Global Exchange Market of the Irish Stock Exchange. The terms and conditions contain a redemption provision at the option of the noteholders on a Change of Control and a negative pledge and the events of default in the terms and conditions include cross-default. In December 2024, WPP Finance SA repurchased and cancelled EUR 200,000,000 of the 4.125% guaranteed senior notes due 30 May 2028, leaving EUR 550,000,000 outstanding;

(xii) On 12 March 2024, WPP Finance 2013 issued EUR 600,000,000 3.625% guaranteed senior notes due 12 September 2029 and EUR 650,000,000 4.00% guaranteed senior notes due 12 September 2033. The notes are guaranteed by WPP plc, WPP 2005 Limited and WPP Jubilee Limited, and were constituted by a Trust Deed dated 1 March 2024 between, inter alia, WPP Finance 2013, the guarantors, and Citicorp Trustee Company Limited. The administration of payments to noteholders is provided for in an Agency Agreement dated 1 March 2024 between, inter alia, WPP Finance 2013, the guarantors and Citibank, N.A., London Branch. The notes are listed on the Global Exchange Market of the Irish Stock Exchange. The terms and conditions contain a redemption provision at the option of the noteholders on a Change of Control and a negative pledge and the events of default in the terms and conditions include cross-default. In December 2024, WPP Finance 2013 repurchased and cancelled: (i) EUR 249,388,000 of the EUR 600,000,000 3.625% guaranteed senior notes due 12 September 2029, leaving EUR 350,612,000 outstanding; and (ii) EUR 150,000,000 of the EUR 650,000,000 4.00% guaranteed senior notes due 12 September 2033, leaving EUR 500,000,000 outstanding; and

(xiii) On 9 December 2025, WPP Finance 2013 issued EUR 1,000,000,000 3.625% guaranteed senior notes due 9 June 2031. The notes are guaranteed by WPP plc, WPP 2005 Limited, and WPP Jubilee Limited, and were constituted by a Trust Deed dated 15 May 2025 between, inter alia, WPP Finance 2013, the guarantors, and Citicorp Trustee Company Limited. The administration of payments to noteholders is provided for in an Agency Agreement dated 15 May 2025 between, inter alia, WPP Finance 2013, the guarantors, and Citibank, N.A., London Branch. The notes are listed on the Global Exchange Market of the Irish Stock Exchange. The terms and conditions contain a redemption provision at the option of the noteholders on a Change of Control and a negative pledge and the events of default in the terms and conditions include cross-default.

D. Exchange Controls

There are currently no Jersey foreign exchange control restrictions on remittances of dividends on the ordinary shares or on the conduct of the Registrant’s operations.

E. Taxation

The taxation discussion set forth below is intended only as a descriptive summary and does not purport to be a complete technical analysis or listing of all potential tax effects relevant to a decision to purchase, hold or in any way transfer ordinary shares or ADSs. Each investor should seek advice based on their individual particular circumstances from an independent tax adviser. The following summary of the Jersey, UK and the United States tax consequences is not exhaustive of all possible tax considerations and should not be considered legal or tax advice. In addition, this summary does not represent a detailed description of the tax consequences applicable to persons subject to special treatment under Jersey and United States tax laws. Prospective purchasers of ADSs are advised to satisfy themselves as to the overall tax consequences of their ownership of ADSs and the ordinary shares represented thereby by consulting their own tax advisors. In addition, this summary only addresses holders that hold ordinary shares or ADSs as capital assets, and it does not address the taxation of a United States

shareholder (either corporate or individual) where that shareholder controls, or is deemed to control, 10% or more of the voting stock of the Company.

References in this discussion to WPP Shares include references to WPP ADSs and corresponding references to WPP Shareholders (or holders of WPP ADSs) include references to holders of WPP ADSs, unless indicated otherwise.

United Kingdom, Jersey and the United States taxation

United Kingdom taxation

Tax on dividends

The Company will not be required to withhold UK tax at source from dividend payments it makes. A WPP Shareholder resident outside the UK may be subject to taxation on dividend income under local law. A WPP Shareholder who is not solely resident in the UK for tax purposes should consult their own tax advisers concerning their tax liabilities (in the UK and any other country) on dividends received from WPP. UK resident individuals receive a Dividend Allowance in the form of a 0% tax rate on the first £500 of dividend income received. For UK tax years ended 5 April 2025 and ending 5 April 2026, dividends received by UK resident individuals which are over the Dividend Allowance are taxed at a rate of 8.75% for individuals in the basic rate band, at 33.75% for higher rate tax payers and at 39.35% for additional rate tax payers (individuals with income over £125,140 in the tax year). For the tax year that starts on 6 April 2026 and ends on 5 April 2027 dividends received by UK resident individuals which are over the Dividend Allowance will be taxed at a rate of 10.75% for individuals in the basic rate band, at 35.75% for higher rate tax payers and at 39.35% for additional rate tax payers.

Taxation of disposals

An individual WPP Shareholder who has ceased to be resident or ordinarily resident for tax purposes in the UK for a period of less than five tax years and who disposes of all or part of his WPP Shares during that period may be liable to capital gains tax in respect of any chargeable gain arising from such a disposal on his return to the UK, subject to any available exemptions or reliefs.

Stamp duty and stamp duty reserve tax (SDRT)

No UK stamp duty or SDRT will be payable on the issue of WPP Shares. UK stamp duty should generally not need to be paid on a transfer of the WPP Shares. No UK SDRT will be payable in respect of any agreement to transfer WPP Shares unless they are registered in a register kept in the UK by or on behalf of WPP. It is not intended that such a register will be kept in the UK.

The statements in this paragraph summarise the current position on stamp duty and SDRT and are intended as a general guide only. Special rules apply to agreements made by, amongst others, intermediaries and certain categories of person may be liable to stamp duty or SDRT at higher rates.

Jersey taxation

General

The following summary of the anticipated tax treatment in Jersey of WPP and WPP Shareholders and holders of WPP ADSs (other than residents of Jersey) is based on Jersey taxation law as it is understood to apply at the date of this Form 20-F. It does not constitute legal or tax advice. WPP Shareholders of WPP ADSs should consult their professional advisers on the implications of acquiring, buying, holding, selling or otherwise disposing of WPP Shares or WPP ADSs under the laws of the jurisdictions in which they may be liable to taxation. WPP Share Owners or holders of WPP ADSs should be aware that tax rules and practice and their interpretation may change.

Income Tax

(a) WPP

Under the Jersey Income Tax Law, WPP will be regarded as either:

(i)not resident in Jersey under Article 123(1) of the Jersey Income Tax Law provided that (and for so long as) it satisfies the conditions set out in that provision, in which case WPP will not (except as noted below) be liable to Jersey income tax; or

(ii)resident in Jersey and will fall under Article 123C of the Jersey Income Tax Law, in which case WPP (being neither a financial services company nor a specified utility company under the Jersey Income Tax Law at the date hereof) will (except as noted below) be subject to Jersey income tax at a rate of 0 percent.

WPP is tax resident in the United Kingdom and therefore should not be regarded as resident in Jersey.

(b) Holders of WPP Shares

WPP will be entitled to pay dividends to holders of WPP Shares without any withholding or deduction for or on account of Jersey tax. Holders of WPP Shares (other than residents of Jersey) will not be subject to any tax in Jersey in respect of the holding, sale or other disposition of such WPP Shares.

(c) Holders of WPP ADSs

Under Jersey law and the WPP Articles, WPP is only permitted to pay a dividend to a person who is recorded in its register of members as the holder of a WPP Share. The US Depositary will be recorded in WPP’s register of members as the holder of each WPP Share represented by a WPP ADS. Accordingly, WPP will pay all dividends in respect of each WPP Share represented by a WPP ADS to the US Depositary (as the registered holder of each such WPP Share) rather than to the holder of the ADS.

The US Depositary will not be subject to any tax in Jersey in respect of the holding, sale or other disposition of the WPP Shares held by it. In addition, holders of the WPP ADSs (other than residents of Jersey) should not be subject to any tax in Jersey in respect of the holding, sale or other disposition of such WPP ADSs.

Goods and services tax

WPP is an “international services entity” for the purposes of the Goods and Services Tax (Jersey) Law 2007 (the “GST Law”). Consequently, WPP is not required to:

(a) register as a taxable person pursuant to the GST Law;

(b) charge goods and services tax in Jersey in respect of any supply made by it; or

(c) subject to limited exceptions that are not expected to apply to WPP, pay goods and services tax in Jersey in respect of any supply made to it.

Stamp duty

No stamp duty is payable in Jersey on the issue or inter vivos transfer of WPP Shares or WPP ADSs.

Upon the death of a WPP Shareholder, a grant of probate or letters of administration will be required to transfer the WPP Shares of the deceased person. However, WPP may (at its discretion) dispense with this requirement where: (a) the deceased person was domiciled outside of Jersey at the time of death; and (b) the value of the deceased’s movable estate in Jersey (including any WPP Shares) does not exceed £10,000.

Upon the death of a WPP Shareholder, where the deceased person was domiciled outside of Jersey at the time of death, Jersey stamp duty will be payable on the registration in Jersey of a grant of probate or letters of administration, which will be required in order to transfer or otherwise deal with the deceased person’s personal estate situated in Jersey (including any WPP Shares) if the net value of such personal estate exceeds £10,000.

The rate of stamp duty payable is:

(i)(where the net value of the deceased person’s relevant personal estate is more than £10,000 but does not exceed £100,000) 0.50 percent of the net value of the deceased person’s relevant personal estate; or

(ii)(where the net value of the deceased person’s relevant personal estate exceeds £100,000) £500 for the first £100,000 plus 0.75 percent of the net value of the deceased person’s relevant personal estate which exceeds £100,000.

In addition, application and other fees may be payable.

US federal income taxation

Introduction

The following is a summary of certain material US federal income tax consequences of the ownership and disposition of WPP Shares or WPP ADSs by a US Holder (as defined below). This summary deals only with initial acquirers of WPP Shares or WPP ADSs that are US Holders and that will hold the WPP Shares or WPP ADSs as capital assets. The discussion does not cover all aspects of US federal income taxation that may be relevant to, or the actual tax effect that any of the matters described herein will have on, the acquisition, ownership or disposition of WPP Shares or WPP ADSs by particular investors, and does not address state, local, foreign or other tax laws. In particular, this summary does not address all of the tax considerations that may be relevant to investors subject to special treatment under the US federal income tax laws (such as financial institutions, insurance companies, investors liable for the alternative minimum tax, investors that own (directly or indirectly) 10% or more of the voting stock of WPP, investors that hold WPP Shares or WPP ADSs through a permanent establishment, individual

retirement accounts and other tax-deferred accounts, tax-exempt organisations, dealers in securities or currencies, traders that elect to mark to market, investors that will hold the WPP Shares or WPP ADSs as part of straddles, hedging transactions or conversion transactions for US federal income tax purposes, investors whose functional currency is not the US dollar or persons who received their WPP Shares or WPP ADSs in connection with the performance of services or on exercise of options received as compensation in connection with the performance of services).

As used herein, the term “US Holder” means a beneficial owner of WPP Shares or WPP ADSs that is, for US federal income tax purposes: (i) a citizen or individual resident of the United States; (ii) a corporation, or other entity treated as a corporation for US federal tax purposes, created or organised in or under the laws of the United States or any State thereof; (iii) an estate the income of which is subject to US federal income tax without regard to its source; or (iv) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more US persons have the authority to control all substantial decisions of the trust, or the trust has elected to be treated as a domestic trust for US federal income tax purposes.

This discussion does not address any tax consequences applicable to holders of equity interests in a holder of WPP Shares or WPP ADSs. The US federal income tax treatment of a partner in a partnership that holds WPP Shares or WPP ADSs will depend on the status of the partner and the activities of the partnership. Holders of WPP Shares or WPP ADSs that are partnerships should consult their tax advisers concerning the US federal income tax consequences to their partners of the acquisition, ownership and disposition of WPP Shares or WPP ADSs.

WPP does not expect to become a passive foreign investment company (a “PFIC”) for US federal income tax purposes and this summary assumes the correctness of this position. WPP’s possible status as a PFIC must be determined annually and therefore may be subject to change. If WPP were to be a PFIC in any year, materially adverse consequences could result for US Holders.

The summary is based on the US federal income tax laws, including the US Internal Revenue Code of 1986 as amended, its legislative history, existing and proposed regulations thereunder, published rulings and court decisions, all as currently in effect, and all of which are subject to change, perhaps with retroactive effect.

The summary of US federal income tax consequences set out below is for general information only. US Holders are urged to consult with their own tax advisers as to the particular tax consequences to them of owning the WPP Shares or WPP ADSs, including the applicability and effect of state, local, foreign and other tax laws and possible changes in tax law.

Classification of the WPP ADSs

US Holders of WPP ADSs should be treated for US federal income tax purposes as owners of the WPP Shares represented by the WPP ADSs. Accordingly, the US federal income tax consequences discussed below apply equally to US Holders of WPP ADSs.

Tax on dividends

Distributions paid by WPP out of current or accumulated earnings and profits (as determined for US federal income tax purposes) will generally be taxable to a US Holder as foreign source dividend income, and will not be eligible for the dividends received deduction generally allowed to US corporations. A US Holder of WPP ADSs generally will include dividends in gross income in the taxable year in which such holder actually or constructively receives the dividend. US Holders that surrender their WPP ADSs in exchange for the underlying WPP Shares should consult their tax advisers regarding the proper timing for including dividends in gross income.

Distributions in excess of current and accumulated earnings and profits will be treated as a non-taxable return of capital to the extent of the US Holder’s basis in the WPP Shares or WPP ADSs and thereafter as capital gains. However, WPP will not maintain calculations of its earnings and profits in accordance with US federal income tax accounting principles. US Holders should, therefore, assume that any distribution by WPP with respect to the WPP Shares or WPP ADSs will constitute ordinary dividend income. US Holders should consult their tax advisers with respect to the appropriate US federal income tax treatment of any distribution received from WPP.

Under current federal income tax law, dividends paid by a foreign corporation to a non-corporate US Holder as “qualified dividend income” are taxable at the special reduced rate normally applicable to capital gains provided the foreign corporation qualifies for the benefits of the income tax treaty between the United States and the corporation’s country of residence. In such case, the non-corporate US Holder is eligible for the reduced rate only if the US Holder has held the shares or ADSs for more than 60 days during the 121 day-period beginning 60 days before the ex-dividend date. WPP believes it will qualify for the benefits of the income tax treaty between the United States and the United Kingdom (the “Treaty”).

US Holders of WPP Shares or WPP ADSs who receive distributions from WPP will need to consult their own tax advisors regarding the continued applicability of this special reduced rate to such distributions. Dividends paid in pounds sterling will be included in income in a US dollar amount calculated by reference to the exchange rate in effect on the day the dividends are

received by the US Holder in the case of WPP Shares or the US Depositary (in case of WPP ADSs), regardless of whether the pounds sterling are converted into US dollars at that time. If dividends received in pounds sterling are converted into US dollars on the day they are received, the US Holder generally will not be required to recognise a foreign currency gain or loss in respect of the dividend income. Generally, a gain or loss realised on a subsequent conversion of pounds sterling to US dollars or other disposition will be treated as US source ordinary income or loss.

Sale or other disposition

Upon a sale or other disposition of WPP Shares or WPP ADSs (other than an exchange of WPP ADSs for WPP Shares), a US Holder generally will recognise a capital gain or loss equal to the difference, if any, between the amount realised on the sale or other disposition and the US Holder’s adjusted tax basis in the WPP Shares or WPP ADSs. This capital gain or loss will generally be US sourced and will be a long-term capital gain or loss if the US Holder’s holding period in the WPP Shares or WPP ADSs exceeds one year. However, regardless of a US Holder’s actual holding period, any loss may be a long-term capital loss if the US Holder receives a dividend that exceeds 10% of the US Holder’s tax basis in its WPP Shares or WPP ADSs and to the extent such dividend qualifies for the reduced rate described above under the section entitled “Tax on Dividends”. Deductibility of capital losses is subject to limitations.

A US Holder’s tax basis in a WPP Share or a WPP ADS will generally be its US dollar cost. The US dollar cost of a WPP Share or a WPP ADS purchased with foreign currency will generally be the US dollar value of the purchase price on the date of purchase or, in the case of WPP Shares or WPP ADSs traded on an established securities market, as defined in the applicable Treasury Regulations, that are purchased by a cash basis US Holder (or an accrual basis US Holder that so elects), on the settlement date for the purchase. Such an election by an accrual basis US Holder must be applied consistently from year to year and cannot be revoked without the consent of the Internal Revenue Service (the “IRS”).

The surrender of WPP ADSs in exchange for WPP Shares (or vice versa) should not be a taxable event for US federal income tax purposes and US Holders should not recognise any gain or loss upon such a surrender. A US Holder’s tax basis in the withdrawn WPP Shares will be the same as the US Holder’s tax basis in the WPP ADSs surrendered, and the holding period of the WPP Shares will include the holding period of the WPP ADSs.

The amount realised on a sale or other disposition of WPP Shares or WPP ADSs for an amount in foreign currency will be the US dollar value of this amount on the date of sale or disposition. On the settlement date, the US Holder will recognise US source foreign currency gain or loss (taxable as ordinary income or loss) equal to the difference (if any) between the US dollar value of the amount received based on the exchange rates in effect on the date of sale or other disposition and the settlement date. However, in the case of WPP Shares or WPP ADSs traded on an established securities market that are sold by a cash basis US Holder (or an accrual basis US Holder that so elects), the amount realised will be determined using the exchange rate in effect on the settlement date for the sale, and no exchange gain or loss will be recognised at that time.

Foreign currency received on the sale or other disposition of a WPP Share or a WPP ADS will have a tax basis equal to its US dollar value on the settlement date. Any gain or loss recognised on a sale or other disposition of a foreign currency (including upon exchange for US dollars) will be US source ordinary income or loss.

Net Investment Tax

In addition, the net investment income of individuals and certain trusts (including income realised through certain pass-through entities), subject to certain thresholds, will be subject to an additional net investment tax of 3.8%. “Net investment income” is the excess of certain types of passive income, including dividends on and capital gains from distributions on or dispositions of a WPP Share or a WPP ADS, over certain related investment expenses. Thus, both dividends and capital gains realised directly or indirectly by an individual or trust will generally be added in computing the net investment income of such individual or trust subject to this additional tax. Taxpayers are urged to consult their own tax advisors with respect to the applicability of this tax.

Backup withholding and information reporting

Payments of dividends and other proceeds with respect to WPP Shares or WPP ADSs by a US paying agent or other US intermediary will be reported to the IRS and to the US Holder unless the holder is a corporation or otherwise establishes a basis for exemption. Backup withholding may apply to reportable payments if the US Holder fails to provide an accurate taxpayer identification number or certification of exempt status or fails to report all interest and dividends required to be shown on its US federal income tax returns. Any backup withholding tax will be refunded or allowed as a credit against the US Holder’s US federal income tax liability if the US Holder timely gives the appropriate information to the IRS. US Holders should consult their tax advisers as to their qualification for exemption from backup withholding and the procedure for obtaining an exemption.

F. Dividends and Paying Agents

Not applicable.

G. Statements by Experts

Not applicable.

H. Documents on Display

The Company is subject to the informational requirements of the Exchange Act. In accordance with these requirements, the Company files reports and other information with the United States Securities and Exchange Commission. You may read and copy any materials filed with the SEC at http://www.sec.gov that contains reports, proxy statements and other information regarding registrants that file electronically with the SEC. The Company’s Form 20-F is also available on the Company’s website, http://www.wpp.com.

I. Subsidiary Information

Not applicable.

J. Annual Report to Security Holders

The Registrant intends to submit the Annual Report to security holders in electronic format on 19 March 2026, in accordance with the EDGAR Filer Manual.

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company’s principal market risks are changes in interest rates and currency exchange rates. Following evaluation of these positions, the Company selectively enters into derivative financial instruments to manage its risk exposure. The fair value of derivatives held by the Company at 31 December 2025 is estimated to be a net asset of £75 million, £80 million with respect to derivative assets and £5 million for derivative liabilities (2024: a net liability of £52 million, £5 million with respect to derivative assets and £57 million for derivative liabilities). These amounts are based on market values of equivalent instruments at the balance sheet date.

Interest rate and foreign currency risks

The Company’s interest rate and foreign currency risks management policies are discussed in note 23 to the consolidated financial statements.

The Group's derivative financial instruments and hedge accounting are discussed in note 23 to the consolidated financial statements.

Analysis of fixed and floating rate debt by currency, including the effect of interest rate and cross currency swaps, as at the balance sheet date is provided in note 23 to the consolidated financial statements.

Sensitivity analyses that address the effect of interest rate and currency risks on the Group’s financial instruments is provided in note 23 to the consolidated financial statements.

Credit risk

The Company's credit risk exposure and management policies are discussed in note 23 to the consolidated financial statements.

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

A. Debt Securities

Not applicable.

B. Warrants and Rights

Not applicable.

C. Other Securities

Not applicable.

D. American Depositary Shares

Fees and Charges

Holders of ADSs and persons depositing ordinary shares or surrendering ADSs for cancellation are currently required to pay the following service fees to the Depositary:

Service	Rate	By Whom Paid
(1)    Issuance of ADSs upon deposit of ordinary shares (excluding issuances as a result of distributions described in paragraph (4) below).	Up to U.S.$5.00 per 100 ADSs (or fraction thereof) issued.	Person depositing ordinary shares or person receiving ADSs.
(2)    Delivery of deposited securities against surrender of ADSs.	Up to U.S.$5.00 per 100 ADSs (or fraction thereof) surrendered.	Person surrendering ADSs for purpose of withdrawal of deposited securities or person to whom deposited securities are delivered.
(3)    Distribution of cash dividends or other cash distributions (i.e., sale of rights and other entitlements).	Up to U.S.$2.00 per 100 ADSs (or fraction thereof) held, unless prohibited by the exchange upon which the ADSs are listed.	Person to whom distribution is made.
(4)    Distribution of ADSs pursuant to (i) stock dividends or other free stock distributions, or (ii) exercise of rights to purchase additional ADSs.	Up to U.S.$5.00 per 100 ADSs (or fraction thereof) issued, unless prohibited by the exchange upon which the ADSs are listed.	Person to whom distribution is made.
(5)    Distribution of securities other than ADSs or rights to purchase additional ADSs (i.e., spin-off shares).	Up to U.S.$5.00 per unit of 100 securities (or fraction thereof) distributed.	Person to whom distribution is made.
(6)    Depositary Services.	Up to U.S.$2.00 per 100 ADSs (or fraction thereof) held as of the last day of each calendar year, except to the extent of any cash dividend fee(s) charged under paragraph (3) above during the applicable calendar year.	Person of record on last day of any calendar year.
(7)      Transfer of ADRs.	U.S.$1.50 per certificate presented for transfer.	Person presenting certificate for transfer.

Holders of ADSs and persons depositing ordinary shares or surrendering ADSs for cancellation and for the purpose of withdrawing deposited securities are also responsible for the payment of certain fees and expenses incurred by the Depositary, and certain taxes and governmental charges, such as:

(i)Taxes (including applicable interest and penalties) and other governmental charges;

(ii)Such registration fees as may from time to time be in effect for the registration of ordinary shares on the share register and applicable to transfers of ordinary shares or other securities on deposit to or from the name of the Custodian, the Depositary or any nominees upon the making of deposits and withdrawals, respectively;

(iii)Such cable, telex and facsimile transmission and delivery expenses as are expressly provided in the deposit agreement to be at the expense of the person depositing or withdrawing ordinary shares or holders of ADSs;

(iv)The expenses and charges incurred by the Depositary in the conversion of foreign currency;

(v)Such fees and expenses as are incurred by the Depositary in connection with compliance with exchange control regulations and other regulatory requirements applicable to ordinary shares, ordinary shares on deposit, ADSs and ADRs; and

(vi)The fees and expenses incurred by the Depositary, the Custodian or any nominee in connection with the servicing or delivery of ordinary shares on deposit.

WPP has agreed to pay various other charges and expenses of the Depositary. Please note that the fees and charges that holders of ADSs may be required to pay may vary over time and may be changed by WPP and by the Depositary. Holders of ADSs will receive prior notice of such changes.

Depositary Payments—Fiscal Year 2025

WPP did not receive any payments from Citibank, N.A., the Depositary for its American Depositary Receipt program, in 2025.

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None.

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

None.

ITEM 15. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We performed an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as at 31 December 2025. Notwithstanding the foregoing, a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that it will detect or uncover failures within the Company to disclose material information otherwise required to be set forth in the Company’s periodic reports. Following the evaluation described above, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective as at 31 December 2025.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an assessment of the effectiveness of our internal control over financial reporting as at 31 December 2025. The assessment was performed using the criteria for effective internal control reflected in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organisations of the Treadway Commission (COSO). Based on our assessment of the system of internal control, management concluded that as at 31 December 2025, our internal control over financial reporting was effective.

The Company's internal control over financial reporting as at 31 December 2025 has been audited by PwC, an independent registered public accounting firm, who also audited the Company's consolidated financial statements. Their audit report is presented in Item 18.

Changes in Internal Control Over Financial Reporting

There has been no change in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during 2025, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

ITEM 16. [RESERVED]

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

The Audit Committee consisted of Simon Dingemans, Sandrine Dufour, and Tom Ilube at 31 December 2025. The Board has determined that Sandrine Dufour is the Audit Committee financial expert as defined by the Sarbanes-Oxley Act 2002 and, together with Simon Dingemans, has recent and relevant financial experience for the purposes of the 2024 UK Corporate Governance Code. The members of the Committee have been determined to be independent within the meaning of the applicable NYSE listing standards and rules of the Securities Exchange Act 1934, as amended.

Information on the biographies of Simon Dingemans and Sandrine Dufour set forth on page 67 of the WPP 2025 Annual Report and incorporated herein by reference to Exhibit 15.5.

ITEM 16B. CODE OF ETHICS

WPP has in place a Code of Business Conduct that constitutes a “code of ethics” as defined in applicable regulations of the Securities and Exchange Commission. The Code of Business Conduct, which is reviewed annually by the Board, sets out the principal obligations of all directors, officers and employees. Directors and senior executives throughout the Group are required each year to certify compliance with this Code. The Code of Business Conduct was updated in 2025 to reflect latest updates in law and regulations, including the UK Economic Crime and Corporate Transparency Act's fraud offence which came into effect on September 1, 2025. The WPP Code of Business Conduct is available on the Company’s website, http://www.wpp.com/investors/corporate-governance.

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information on the principal accountant fees and services can be found in note 3 to the consolidated financial statements in Item 18 of this Annual Report on Form 20-F.

Audit Committee Pre-Approval Policies and Procedures

The Audit Committee has a pre-approval policy for the engagement of the external auditors in relation to the supply of permissible non-audit services, taking into account relevant ethical and regulatory requirements. WPP’s policy regarding non-audit services that may be provided by the Group’s auditors, PwC, prohibits certain categories of work in line with relevant guidance on independence, such as ethical standards issued by the Auditing Practices Board and independence rules of the Public Company Accounting Oversight Board (United States) and the SEC. Other categories of work may be undertaken by PwC subject to an approvals process that is designed appropriately for different categories and values of proposed work. All of the audit and non-audit services carried out in the years ended 31 December 2025 and 2024 were pre-approved under the policies and procedures summarised above.

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable.

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

At the Annual General Meeting of WPP plc on 8 May 2024 a special resolution was passed authorising WPP plc to make market purchases of its own shares up to a maximum number of 107,483,769 ordinary shares. This authority expired at the Annual General Meeting of WPP plc on 23 May 2025 and was replaced by a new authority to purchase up to a maximum number of 107,880,235 ordinary shares until the earlier of the conclusion of the Annual General Meeting of WPP plc in 2026 and 23 August 2026.

	Total number of shares<br><br>purchased1	Average price (£)	Total number of shares purchased as part<br>of publicly announced plan	Maximum number of shares that<br>may yet be purchased under plan
1/1/25 – 31/1/25	—	—	—	94,078,653
1/2/25 – 28/2/25	—	—	—	94,078,653
1/3/25 – 31/3/25	6,000,000	6.29	6,000,000	88,078,653
1/4/25 – 30/4/25	—	—	—	88,078,653
1/5/25 – 31/5/25	—	—	—	107,880,235
1/6/25 – 30/6/25	—	—	—	107,880,235
1/7/25 – 31/7/25	—	—	—	107,880,235
1/8/25 – 31/8/25	—	—	—	107,880,235
1/9/25 – 30/9/25	—	—	—	107,880,235
1/10/25 – 31/10/25	—	—	—	107,880,235
1/11/25 – 30/11/25	—	—	—	107,880,235
1/12/25 – 31/12/25	20,000	2.88	20,000	107,860,235
Total	6,020,000		6,020,000

ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

Not applicable.

ITEM 16G. CORPORATE GOVERNANCE

The Company’s ADSs are listed on the NYSE. In general, under Section 303A.11 of the NYSE’s Listed Company Manual, foreign private issuers such as WPP listed on the NYSE are permitted to follow home country corporate governance practices instead of certain of the corporate governance requirements of Section 303A of the Listed Company Manual.

The following discussion identifies the principal ways that WPP’s corporate governance practices differ from the requirements of Section 303A of the Listed Company Manual:

•Section 303A.04 requires that the written charter of the nominating/corporate governance committee and the compensation committee each require that the committee consist entirely of independent directors. While all current members of the Company’s Nomination and Governance Committee are independent, the terms of reference of the committee require, consistent with the Code, that only a majority of the members of the committee be independent (Provision 17 of the Code).

•Section 303A.05 requires that compensation committees have authority to retain compensation consultants, legal counsel and other advisers at the issuer’s expense, and that they consider specific factors before doing so. Section 303A.05 also requires that a compensation committee’s written charter cover the preparation of disclosure required of domestic issuers by Item 407(e)(5) of Regulation S-K and delegation of the committee’s duties to one or more subcommittees. The terms of reference of the Company’s Compensation Committee are written in compliance with the Code and give the committee the authority to obtain outside legal assistance and any professional advice, at the Company’s expense, as the committee considers necessary for the discharge of its responsibilities, but do not specifically require the committee to consider the factors listed in Section 303A.05. The committee’s terms of reference also do not cover the preparation of the Item 407(e)(5) disclosure or delegation of the committee’s duties to subcommittees. The Company complies instead with the requirements of the Code in this regard.

•Section 303A.07 requires that terms of reference of a listed company’s audit committee cover the preparation of disclosure required of domestic issuer by Item 407(d)(3) of Regulation S-K and require that the committee meet separately with management. The Company’s Audit Committee has written terms of reference in accordance with the Code, which do not cover these matters, although they do require that the committee meet separately with and monitor the effectiveness of the auditors and the head of the Company’s internal audit function.

•Section 303A.08 requires that listed companies obtain shareholder approval before a stock option or purchase plan is established or materially revised or other equity compensation arrangement is made or materially revised pursuant to which stock may be acquired by directors, employees or other service providers of the listed company, subject to certain exceptions. The Company seeks shareholder approval for the adoption or amendment of stock plans or stock purchase plans as required by the Articles of Association of the Company, the UK Listing Rules of the UK Listing Authority (the Listing Rules) and the laws of Jersey.

•Subject to the exceptions permitted in the Listing Rules, this involves seeking shareholder approval to any such plan that falls into either of the following categories (as defined in the Listing Rule 9.3):

(a)an employees’ share scheme if the scheme involves or may involve the issue of new shares or the transfer of treasury shares; and

(b)a long-term incentive plan in which one or more directors of the Company is eligible to participate and to material amendments of that plan to the extent required by the plan’s rules. In this context, it should be noted that the provisions of the rules relating to whether amendments to the plan rules must be approved by shareholders must themselves be drafted to ensure compliance with the Listing Rules.

•Section 303A.09 requires that listed companies adopt corporate governance guidelines that cover certain specified matters. The Company follows the Code, which covers all of the matters specified in Section 303A.09 (and more). As is customary for UK companies, the Company states how it complies with the principles of the Code and a confirmation that it complies with the Code’s provisions or, where it does not, provide an explanation of how and why it does not comply (Listing Rule 6.6.6). In addition, the Company is required to make certain mandatory corporate governance statements in the Directors’ Report in accordance with the UK Listing Authority’s Disclosure Guidance and Transparency Rules, DTR 7. The Company will comply with these requirements in its 2025 Annual Report. The Company therefore does not adopt the elements of the Code as a separate written policy.

•Section 303A.12 requires that each listed company must provide certain certifications of compliance with the NYSE corporate governance rules annually, although foreign private issuers are only required to comply with a subset of these requirements. The Company complies instead with the requirements of the Code in this regard.

ITEM 16H. MINE SAFETY DISCLOSURE

Not applicable.

ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

ITEM 16J. INSIDER TRADING POLICIES

The Company has adopted an insider trading policy that governs the purchase, sale, and other dispositions of its securities by directors, management, and employees that is reasonably designed to promote compliance with applicable insider trading laws, rules and regulations, and listing standards. A copy of the policy is filed as Exhibit 11 to this Form 20-F.

ITEM 16K. CYBERSECURITY

Cybersecurity Risk Management and Strategy

Cybersecurity risk management is an important element of WPP’s overall enterprise risk management program. WPP assesses, identifies, and manages cybersecurity risks in a manner designed so that assets, information, systems, devices, and the provision of services to clients can be protected from internal and external cyber threats. WPP seeks to manage this risk while ensuring business resilience.

WPP’s cybersecurity risk management program is designed to protect the confidentiality, integrity, and availability of our critical systems and information. To achieve this, we use a variety of security tools and techniques in order to prevent, detect, investigate, contain, escalate, and recover from identified vulnerabilities and security incidents. As foundational components of our cybersecurity risk management program, we have:

a.A Data, Privacy and Security policy that defines our practices and procedures to protect the confidentiality, integrity and availability of the information we handle.

b.Internal and external assurance to assess and test our security controls.

c.A Cyber Security Incident response plan designed to help coordinate our response to, and recovery from, cybersecurity incidents, and includes processes to triage, assess the severity of, escalate, contain, investigate, and remediate incidents, as well as to comply with applicable legal obligations.

d.With respect to third-party vendors, we (i) conduct due diligence on third-party vendors before entering into contracts with them, (ii) include cyber-and other related audit rights in our contracts with them, and (iii) include contractual obligations on them to report security incidents, risk identification, or other security-related issues promptly.

e.A Chief Information Security Officer who is responsible for executing on relevant internal policies and external legislative obligations, identifying appropriate technical and organisational controls to deliver information security in compliance with those requirements in consultation with our Chief Privacy Officer and Global Data Protection Officer who are responsible for advising on legal obligations with regards to personal data privacy.

WPP devotes significant resources to protecting the security of its computer systems, software, networks and other technology assets. WPP's cybersecurity policies, standards and procedures include cyber and data breach response plans, which are periodically reviewed and updated.

We and certain of our third-party service providers have been subject to cyberattacks and security incidents in the past due to, for example, computer malware, viruses, computer hacking, credential stuffing, and phishing attacks. We recognise cyberattacks and security incidents as a principal risk for WPP (see page 4). From time to time, we retain certain external parties, including consultants, computer security firms and risk management companies, to assist with enhancing our cybersecurity oversight.

The sophistication of cyber threats continues to increase, increasingly leveraging AI and agentic systems, and the preventative actions we take to reduce the risk of cyber incidents and protect our systems and information may be insufficient, as described in Item 3D. Accordingly, no matter how well our controls are designed or implemented, we will not be able to anticipate all security breaches, and we may not be able to implement effective preventive measures against such security breaches in a timely manner. However, as of the date of this update, we do not believe there to be any risks from cybersecurity threats that are reasonably likely to materially affect WPP or its business strategy, results of operations or financial condition, as described in Item 3D.

Cybersecurity Governance and Oversight

The Audit Committee of WPP’s Board of Directors provides direct oversight over cybersecurity risk. The Audit Committee receives and provides feedback on periodic updates from management regarding cybersecurity, and is notified between such updates regarding significant new cybersecurity threats or incidents. Agendas for updates are developed and adjusted throughout the year to adapt to any emerging risks or key topics and include, among other things, training initiatives, the status of projects to strengthen cybersecurity, emerging global policies and regulations, cybersecurity technologies and best practices, remediation plans, mitigation efforts and response plans. The Board of Directors receives regular reports from the Audit Committee and updates from management, including with respect to cybersecurity.

WPP’s Chief Information Security Officer has a team that is responsible for leading company-wide cybersecurity strategy, policy, standards and processes and works across relevant WPP agencies to assess and prepare WPP and its employees to address cybersecurity risks and respond to cybersecurity incidents. The Chief Information Security Officer has over 20 years of experience in various senior roles concerning information security and cybersecurity.

In an effort to deter and detect cyber threats, WPP periodically provides all employees, including part-time and temporary, with data protection and cybersecurity training, which covers timely and relevant topics, including social engineering, phishing, password protection, confidential data protection, asset use, and educates employees on the importance of reporting all incidents immediately. WPP also uses technology-based tools to mitigate cybersecurity risks and to bolster its employee-based cybersecurity programs.

ITEM 17. FINANCIAL STATEMENTS

Not applicable.

ITEM 18. FINANCIAL STATEMENTS

The consolidated financial statements of WPP plc at 31 December 2025, 2024 and 2023 and for the years ended 31 December 2025, 2024 and 2023 are included in this Annual Report on Form 20-F beginning on page F-4.

ITEM 19. EXHIBITS

Exhibit No.	Exhibit Title
1.1	Memorandum and Articles of Association of WPP plc. (incorporated herein by reference to Exhibit 1.1 of the Registrant's Annual Report on Form 20-F for the year ended 31 December 2021).
2.1	Deposit Agreement dated as of 2  January 2013 among the Registrant, Citibank, N.A. as Depositary, and all holders and beneficial owners from time to time of American Depositary Receipts issued thereunder (incorporated herein by reference to Exhibit 99(A)(I) to the Registrant’s Registration Statement on Form F-6EF filed on 31 December 2012).
2.2	Restricted ADS Letter Agreement dated as of 2 January 2013 between the Registrant and Citibank, N.A., as Depositary (incorporated herein by reference to Exhibit 99(A)(II) to the Registrant’s Registration Statement on Form F-6EF filed on 31 December 2012).
2.3	Agreement of Registrant to file, if requested by the Securities and Exchange Commission, instruments relating to U.S.$500,000,000 3.625% Guaranteed Senior Notes due September 2022 and $300,000,000 5.125% Guaranteed Senior Notes due 2042 (incorporated herein by reference to Exhibit 2.15 of the Registrant’s Annual Report on Form 20-F filed for the year ended 31 December 2012).
2.4	Agreement of Registrant to file, if requested by the Securities and Exchange Commission, instruments relating to U.S.$500,000,000 5.625% Guaranteed Senior Notes due November 2043 (incorporated herein by reference to Exhibit 2.14 of the Registrant’s Annual Report on Form 20-F filed for the year ended 31 December 2013).
2.5	Agreement of Registrant to file, if requested by the Securities and Exchange Commission, instruments relating to €750,000,000 of 2.250% of Senior Notes Due 2026 (incorporated herein by reference to Exhibit 2.14 of the Registrant’s Annual Report on Form 20-F for the year ended 31 December 2014).
2.6	Agreement of Registrant to file, if requested by the Securities and Exchange Commission, instruments relating to €600 million of 1.625% Notes due March 2030 (incorporated herein by reference to Exhibit 2.15 of the Registrant’s Annual Report on Form 20-F for the year ended 31 December 2014).
2.7	Agreement of Registrant to file, if requested by the Securities and Exchange Commission, instruments relating to £400 million (of which £380 million is currently outstanding) 2.875% Notes due September 2046 (incorporated herein by reference to Exhibit 2.14 of the Registrant’s Annual Report on Form 20-F for the year ended 31 December 2016).
2.8	Agreement of Registrant to file, if requested by the Securities and Exchange Commission, instruments relating to €500  million of 1.375% guaranteed senior bonds due March 2025 (incorporated herein by reference to Exhibit 2.15 of the Registrant’s Annual Report on Form 20-F for the year ended 31 December 2017).
2.9	Description of WPP plc Share Capital and American Depositary Shares (incorporated herein by reference to Exhibit 2.11 of the Registrant's Annual Report on Form 20-F for the year ended 31 December 2021).
2.10	Agreement of Registrant to file, if requested by the Securities and Exchange Commission, instruments relating to €750 million of 2.375% guaranteed senior bonds due May 2027 (incorporated herein by reference to Exhibit 2.15 of the Registrant's Annual Report on Form 20-F for the year ended 31 December 2020).
2.11	Agreement of Registrant to file, if requested by the Securities and Exchange Commission, instruments relating to £250 million of 3.75% guaranteed senior bonds due May 2032 (incorporated herein by reference to Exhibit 2.16 of the Registrant's Annual Report on Form 20-F for the year ended 31 December 2020).
2.12	Agreement of Registrant to file, if requested by the Securities and Exchange Commission, instruments relating to EUR 750 million (of which EUR 550 million is currently outstanding) 4.125% guaranteed senior bonds due 30 May 2028(incorporated herein by reference to Exhibit 2.15 of the Registrant's Annual Report on Form 20-F for the year ended 31 December 2023).
Exhibit No.	Exhibit Title
---	---
2.13	Agreement of Registrant to file, if requested by the Securities and Exchange Commission, instruments relating to EUR 600 million (of which EUR 351 million is currently outstanding) 3.625% guaranteed senior bonds due 12 September 2029(incorporated herein by reference to Exhibit 2.16 of the Registrant's AnnualReport on Form 20-F for the year ended 31 December 2023).
2.14	Agreement of Registrant to file, if requested by the Securities and Exchange Commission, instruments relating to EUR 650 million (of which EUR 500 million is currently outstanding) 4.00% guaranteed senior bonds due 12 September 2033(incorporated herein by reference to Exhibit 2.17 of the Registrant's Annual Report on Form 20-F for the year ended 31 December 2023).
2.15	U.S. $2,500,000,000 Revolving Credit Facility Agreement dated 20 February 2024, maturing 20 February 2031; made among WPP CP LLC, WPP Finance Co. Limited and WPP CP Finance plc, as Borrowers, and the Guarantors, Facility Agent, Swingline Agent, Lead Arrangers, Bookrunners and Lenders referred to therein(incorporated herein by reference to Exhibit 2.14 of the Registrant's Annual Report on Form 20-F for the year ended 31 December 2023).https://www.sec.gov/Archives/edgar/data/806968/000162828024012449/exhibit214.pdf
2.16	Agreement of Registrant to file, if requested by the Securities and Exchange Commission, instruments relating to Issue of EUR 1,000,000,000 of 3.625% Notes due 9 June 2031.*
4.1	J. Walter Thompson Company, Inc. Retained Benefit Supplemental Employee Retirement Plan (incorporated herein by reference to Exhibit 4.9 to the Registrant’s Annual Report on Form 20-F for the year ended 31 December 2000).
4.2	Young  & Rubicam Inc. Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.26 to Young & Rubicam’s Registration Statement on Form S-1 (File  No. 333-46929)).
4.3	Amendment No. 2 to Young  & Rubicam Inc. Deferred Compensation Plan effective as of 1 January 1999 (incorporated herein by reference to Exhibit 10.27 to Young  & Rubicam’s Annual Report on Form 10-K for the year ended 31 December 1998).
4.4	Young  & Rubicam Inc. Executive Income Deferral Program (incorporated herein by reference to Exhibit 4.19 to the Registrant’s Annual Report on Form 20-F for the year ended 31 December 2000).
4.5	Ogilvy  & Mather ERISA Excess Plan Summary Plan Description (incorporated herein by reference to Exhibit 4.12 of the Registrant’s Annual Report on Form 20-F for the year ended 31  December 2008).
4.6	Ogilvy  & Mather Executive Savings Plan Summary Plan Description, in connection with a 25% matching contribution (incorporated herein by reference to Exhibit 4.13 of the Registrant’s Annual Report on Form 20-F for the year ended 31 December 2008).
4.7	Ogilvy  & Mather Executive Savings Plan Summary Plan Description, in connection with a 50% matching contribution (incorporated herein by reference to Exhibit 4.14 of the Registrant’s Annual Report on Form 20-F for the year ended 31 December 2008).
4.8	Ogilvy  & Mather Deferred Compensation Plan Summary Plan Description (incorporated herein by reference to Exhibit 4.15 of the Registrant’s Annual Report on Form 20-F for the year ended 31  December 2008).
4.9	WPP plc Annual Bonus Deferral Programme, as amended through 12 November 2012 (incorporated herein by reference to Exhibit 4.12 of the Registrant’s Annual Report on Form 20-F filed for the year ended 31 December 2012).
4.10	WPP MediaExecutive Savings Plan Summary Plan Description (incorporated herein by reference to Exhibit 4.24 of the Registrant’s Annual Report on Form 20-F for the year ended 31 December 2008).
4.11	Grey Advertising Inc. Senior Executive Officer Post-Employment Compensation Plan (incorporated herein by reference to Exhibit 4.40 of the Registrant’s Annual Report on Form 20-F for the year ended 31 December 2008).
4.12	Amendment No. 1 to the Grey Advertising Inc. Senior Executive Officer Post-Employment Compensation Plan, effective as of January 1, 2009 (incorporated herein by reference to Exhibit 4.41 of the Registrant’s Annual Report on Form 20-F for the year ended 31 December 2008).
4.13	Amendment No. 1 to the J. Walter Thompson Retained Benefit Supplemental Employee Retirement Plan, effective as of January 1, 2009 (incorporated herein by reference to Exhibit 4.42 of the Registrant’s Annual Report on Form 20-F for the year ended 31 December 2008).
4.14	WPP plc Executive Performance Share Plan (incorporated herein by reference to Exhibit 4.33 of the Registrant’s Annual Report on Form 20-F filed for the year ended 31 December 2013).
4.15	WPP Share Option Plan 2015, amended 5 December 2019https://www.sec.gov/Archives/edgar/data/806968/000162828024012449/exhibit420.htm(incorporated herein by reference to Exhibit 4.20 of the Registrant's Annual Report on Form 20-F for the year ended 31 December 2023).
Exhibit No.	Exhibit Title
---	---
4.16	Service Agreement, dated 3  September 2018, between WPP 2005 Limited and Mark Read (incorporated herein by reference to Exhibit 4.26 of the Registrant’s Annual Report on Form 20-F filed for the year ended 31 December 2018).
4.17	The WPP plc Stock Plan 2018, amended 9 March 2023(incorporated herein by reference to Exhibit 4.22 of the Registrant's Annual Report on Form 20-F for the year ended 31 December 2023).
4.18	WPP plc Executive Performance Share Plan (incorporated herein by reference to Exhibit 4.26ofthe Registrant’s Annual Report on Form 20-F for the year ended 31 December 2022, as filed with SEC on 31 March 2023).
4.19	Service Agreement, dated 9 July 2025, between WPP 2005 Limited and Cindy Rose.*
4.20	WPP Share Option Plan 2015, amended in 2025.*
8.1	List of subsidiaries.*
11	WPP plc Dealing Codehttps://www.sec.gov/Archives/edgar/data/806968/000162828025015363/exhibit11wppplcdealingco.htm(incorporated herein by reference to Exhibit 11ofthe Registrant's Annual Report on Form 20-F for the year ended 31 December 2024).
12.1	Certification of Chief Executive Officer.*
12.2	Certification of Chief Financial Officer.*
13.1	Certification of Chief Executive Officer under 18 U.S.C. Section 1350.**
13.2	Certification of Chief Financial Officer under 18 U.S.C. Section 1350.**
14.1	Consent of Independent Registered Public Accounting Firm - PwC (for WPP plc and subsidiaries).*
14.2	Consent of Independent Registered Public Accounting Firm - Deloitte (for WPP plc and subsidiaries).*
15.1	WPP 2025 Annual Report and Accounts, Strategic Review*
15.2	WPP 2025 Annual Report and Accounts, Clients*
15.3	WPP 2025 Annual Report and Accounts, Governance*
15.4	WPP 2025 Annual Report and Accounts, Financial Review*
15.5	WPP 2025 Annual Report and Accounts, Corporate Governance*
15.6	WPP 2025 Annual Report and Accounts, Audit Committee Report*
15.7	WPP 2025 Annual Report and Accounts, Shareholder Information*
15.8	WPP 2025 Annual Report and Accounts, Compensation Committee Report*
17.1	List of subsidiary guarantors and issuers of guaranteed securities.*
97	The WPP Compensation Recovery Policy, dated 1 December 2023(incorporated herein by reference to Exhibit 97 of the Registrant's Annual Report on Form 20-F for the year ended 31 December 2023).
101.INS	Inline XBRL Instance Document*
101.SCH	Inline XBRL Taxonomy Extension Schema Linkbase Document*
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document*
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document*
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)*

c _________________

*    Filed herewith.

**    Furnished herewith.

Signatures

The Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorised the undersigned to sign this annual report on its behalf.

WPP plc
By:	/s/ Joanne Wilson
	Joanne Wilson<br><br>Chief Financial Officer
	19 March 2026

Item 18

INDEX TO FINANCIAL STATEMENTS

Financial<br>Statement<br>Number			Page
A.	Financial Statements of WPP plc as at 31 December 2025 and 2024 and for the years ended 31 December 2025, 2024 and 2023
	(i)	REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 876)	F-1
	(ii)	REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 1147)	F-3
	(iii)	CONSOLIDATED INCOME STATEMENT FOR THE YEARS ENDED 31 DECEMBER 2025, 2024, 2023	F-4
	(iv)	CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEARS ENDED 31 DECEMBER 2025, 2024, 2023	F-5
	(v)	CONSOLIDATED CASH FLOW STATEMENT FOR THE YEARS ENDED 31 DECEMBER 2025, 2024, 2023	F-6
	(vi)	CONSOLIDATED BALANCE SHEET AT 31 DECEMBER 2025, 2024	F-7
	(vii)	CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEARS ENDED 31 DECEMBER 2025, 2024, 2023	F-8
	(viii)	ACCOUNTING POLICIES	F-10
	(ix)	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS	F-21

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID:876)

To the Shareholders and the Board of Directors of WPP plc

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of WPP plc and its subsidiaries (the “Group”) at 31 December 2025 and 2024 and the related consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated cash flow statement for each of the two years in the period ended 31 December 2025, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Group’s internal control over financial reporting at 31 December 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Group at 31 December 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended 31 December 2025 in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Also in our opinion, the Group maintained, in all material respects, effective internal control over financial reporting at 31 December 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Group’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in Management’s Annual Report on Internal Control over Financial Reporting under Item 15. Our responsibility is to express opinions on the Group’s consolidated financial statements and on the Group’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and we are required to be independent with respect to the Group in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audit of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

F-1

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective or complex judgements. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Impairment assessment of goodwill related to the Ogilvy and AKQA cash generating units

As described in note 11 to the consolidated financial statements, the Group has £6,946 million of goodwill at 31 December 2025. The goodwill associated with the Ogilvy and AKQA cash generating units (“CGUs”) was £617 million and £87 million respectively. In 2025, goodwill impairment charges of £641 million were recorded, primarily relating to the Ogilvy (£393 million) and AKQA (£123 million) CGUs. The carrying values of goodwill are reviewed for impairment annually on 30 September or more frequently if events or changes in circumstances indicate that the asset may be impaired. The recoverable amounts for the Ogilvy and AKQA CGUs were calculated on a fair value less costs to dispose basis, determined using a discounted cash flow approach. If the higher of fair value less costs to dispose or value in use did not exceed the carrying value of a CGU, an impairment charge was recorded. Management makes judgements in estimating the fair value less costs to dispose. The assumptions used included forecast revenue less pass-through costs growth rates and operating margins, long-term growth rates and post-tax discount rates.

The principal considerations for our determination that performing procedures relating to the impairment assessment of goodwill related to the Ogilvy and AKQA CGUs is a critical audit matter are (i) the significant judgement by management when determining the recoverable amounts of the Ogilvy and AKQA CGUs; (ii) a high degree of auditor judgement, subjectivity and effort in performing procedures and evaluating management’s significant assumptions related to forecast revenue less pass-through costs growth rates and operating margins, long-term growth rates and post-tax discount rates; and (iii) the audit effort involved the use of professionals with specialised skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s impairment assessment of goodwill, including controls over the estimation of the recoverable amounts of the Ogilvy and AKQA CGUs. These procedures also included, among others, (i) testing management’s process for estimating the recoverable amounts; (ii) evaluating the appropriateness of the discounted cash flow models used by management; (iii) testing the completeness and accuracy of underlying data used in the discounted cash flow models; (iv) evaluating the reasonableness of the significant assumptions used by management related to forecast revenue less pass-through costs growth rates and operating margins, long-term growth rates and post-tax discount rates; (v) comparing the earnings multiples implied by the discounted cash flow models to recent acquisitions and peer companies; and (vi) evaluating if there are any additional indicators of impairment at 31 December 2025 by considering full year performance and latest forecasts. Evaluating management’s assumptions related to forecast revenue less pass-through costs growth rates and operating margins involved assessing whether the assumptions used by management were reasonable, considering (i) the current and past performance of the Ogilvy and AKQA CGUs; (ii) management’s historical forecasting accuracy; (iii) consistency with external market and industry data; and (iv) whether the assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialised skill and knowledge were used to assist in evaluating (i) the appropriateness of the discounted cash flow model and (ii) the reasonableness of the long-term growth rates and post-tax discount rates.

/s/PricewaterhouseCoopers LLP

London, United Kingdom

19 March 2026

We have served as the Group's auditor since 2024.

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of WPP plc

Opinion on the Financial Statements

We have audited the accompanying consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity, and consolidated cashflow statement of WPP plc and subsidiaries (the “Company”), for the year ended 31 December 2023, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the results of its operations and its cash flows for the year ended 31 December 2023, in conformity with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB).

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/Deloitte LLP

London, United Kingdom

21 March 2024 (28 March 2025 as to Note 2 to the financial statements).

We began serving as the Company’s auditor in 2002. In 2024 we became the predecessor auditor.

F-3

TABLE OF CONTENTS

CONSOLIDATED INCOME STATEMENT

For the years ended 31 December 2025, 2024, 2023

	Notes
		m		m		m
Revenue	2
Costs of services	3
Gross profit
General and administrative costs	3
Operating profit
Earnings from associates	4
Profit before interest and taxation
Finance and investment income	6
Finance costs	6
Revaluation and retranslation of financial instruments	6
Profit before taxation
Taxation	7
(Loss)/profit for the year
Attributable to:
Equity holders of the parent
Non-controlling interests
Earnings per share:
Basic (loss)/earnings per ordinary share	8		p)		p		p
Diluted (loss)/earnings per ordinary share	8		p)		p		p

All values are in British Pounds.

Note

The accounting policies on pages F-10 to F-21 and the accompanying notes on pages F-22 to F-67 form an integral part of this consolidated income statement

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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the years ended 31 December 2025, 2024, 2023

	2025	2024	2023
	£m	£m	£m
(Loss)/profit for the year	(172)	629	197
Items that may be reclassified subsequently to profit or loss
Foreign exchange differences on translation of foreign operations	(205)	(72)	(427)
Gain/(loss) on net investment hedges	68	(3)	108
Cash flow hedges:
Fair value gain/(loss) arising on hedging instruments	25	(35)	(43)
Amounts reclassified to profit or loss	(58)	58	44
Gain/(loss) on costs of hedging	5	(8)	—
Share of other comprehensive loss of associates	—	—	(1)
	(165)	(60)	(319)
Items that will not be reclassified subsequently to profit or loss
Movements on equity investments held at fair value through other comprehensive income	(54)	(7)	(3)
Actuarial (loss)/gain on defined benefit pension plans	(1)	3	(9)
Deferred tax on defined benefit pension plans	—	2	2
	(55)	(2)	(10)
Other comprehensive loss for the year	(220)	(62)	(329)
Total comprehensive (loss)/income for the year	(392)	567	(132)
Attributable to:
Equity holders of the parent	(431)	482	(196)
Non-controlling interests	39	85	64
	(392)	567	(132)

Note

The accounting policies on pages F-10 to F-21 and the accompanying notes on pages F-22 to F-67 form an integral part of this consolidated statement of comprehensive income

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CONSOLIDATED CASH FLOW STATEMENT

For the years ended 31 December 2025, 2024, 2023

	Notes
		m	m	m
Net cash inflow from operating activities1	9
Investing activities
Acquisitions1	9
Disposals of investments and subsidiaries2	9
Proceeds from loans on disposal of subsidiaries
Purchases of property, plant and equipment
Purchases of intangible assets
Proceeds from disposal of property, plant and equipment
Net cash (outflow)/inflow from investing activities
Financing activities
Principal elements of lease payments
Share option proceeds
Cash consideration received from non-controlling interests	9
Cash consideration for purchase of non-controlling interests	9
Share repurchases and buy-backs	9
Proceeds from borrowings
Repayment of borrowings
Repayment of borrowing-related derivatives
Financing and share issue costs
Equity dividends paid
Dividends paid to non-controlling interests in subsidiary undertakings
Net cash outflow from financing activities
Net increase/(decrease) in cash and cash equivalents
Foreign exchange translation of cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year	18

All values are in British Pounds.

Notes

The accounting policies on pages F-10 to F-21 and the accompanying notes on pages F-22 to F-67 form an integral part of this consolidated cash flow statement

1Contingent consideration liability payments in excess of the amount determined at acquisition are recorded as operating activities

2Disposals of investments and subsidiaries in investing activities represents consideration received less cash and cash equivalents disposed. The proceeds in 2024 primarily relate to the disposal of FGS Global, with consideration received less cash and cash equivalents disposed of £520 million

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CONSOLIDATED BALANCE SHEET

At 31 December 2025, 2024

	Notes
		m	m
Non-current assets
Goodwill	11
Other intangible assets	11
Property, plant and equipment	12
Right-of-use assets	10
Interests in associates	13
Other investments	13
Deferred tax assets	14
Corporate income tax recoverable
Trade and other receivables	15
Current assets
Corporate income tax recoverable
Trade and other receivables	15
Accrued income and unbilled media
Cash and cash equivalents	18
Current liabilities
Trade and other payables1	16
Corporate income tax payable
Lease liabilities	10
Borrowings	19
Provisions for liabilities and charges	20
Net current liabilities
Non-current liabilities
Borrowings	19
Trade and other payables	17
Deferred tax liabilities	14
Employee benefit obligations	22
Provisions for liabilities and charges	20
Lease liabilities	10
Net assets
Equity
Called-up share capital	24
Share premium account
Other reserves	25
Own shares
Retained earnings
Equity shareholders’ funds
Non-controlling interests
Total equity

All values are in British Pounds.

Notes

The accounting policies on pages F-10 to F-21 and the accompanying notes on pages F-22 to F-67 form an integral part of this consolidated balance sheet

1Deferred income and customer advances, that was previously presented separately, is included within Trade and other payables

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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the years ended 31 December 2025, 2024, 2023

	Called-up<br><br>share<br><br>capital	Share<br>premium<br>account	Other<br>reserves	Own<br>shares	Retained<br><br>earnings1	Total equity<br>shareholders’<br>funds	Non-<br>controlling<br>interests	Total
	£m	£m	£m	£m	£m	£m	£m	£m
Balance at 1 January 2023	114	576	285	(1,054)	3,760	3,681	479	4,160
Profit for the year	—	—	—	—	110	110	87	197
Other comprehensive loss	—	—	(296)	—	(10)	(306)	(23)	(329)
Total comprehensive (loss)/income	—	—	(296)	—	100	(196)	64	(132)
Dividends paid	—	—	—	—	(423)	(423)	(101)	(524)
Ordinary shares issued	—	1	—	—	—	1	—	1
Treasury shares used for share option schemes	—	—	—	55	(55)	—	—	—
Non-cash share-based incentive plans (including share options)	—	—	—	—	140	140	—	140
Tax on share-based payments	—	—	—	—	2	2	—	2
Net movement in own shares held by ESOP Trusts	—	—	—	9	(63)	(54)	—	(54)
Net movement in non-controlling interests2	—	—	—	—	(3)	(3)	15	12
Net movement of liabilities in respect of put options3	—	—	198	—	30	228	—	228
Total transactions with owners	—	1	198	64	(372)	(109)	(86)	(195)
Balance at 31 December 2023	114	577	187	(990)	3,488	3,376	457	3,833
Profit for the year	—	—	—	—	542	542	87	629
Other comprehensive loss	—	—	(58)	—	(2)	(60)	(2)	(62)
Total comprehensive (loss)/income	—	—	(58)	—	540	482	85	567
Dividends paid	—	—	—	—	(425)	(425)	(67)	(492)
Ordinary shares issued	—	2	—	—	—	2	—	2
Share cancellations4	(5)	—	5	743	(743)	—	—	—
Treasury shares used for share option schemes	—	—	—	57	(57)	—	—	—
Non-cash share-based incentive plans (including share options)	—	—	—	—	81	81	—	81
Tax on share-based payments	—	—	—	—	1	1	—	1
Net movement in own shares held by ESOP Trusts	—	—	(8)	(1)	(73)	(82)	—	(82)
Net movement in non-controlling interests2	—	—	—	—	(2)	(2)	(216)	(218)
Net movement of liabilities in respect of put options	—	—	25	—	17	42	—	42
Total transactions with owners	(5)	2	22	799	(1,201)	(383)	(283)	(666)
Balance at 31 December 2024	109	579	151	(191)	2,827	3,475	259	3,734
(Loss)/profit for the year	—	—	—	—	(215)	(215)	43	(172)
Other comprehensive loss	—	—	(161)	—	(55)	(216)	(4)	(220)
Total comprehensive (loss)/income	—	—	(161)	—	(270)	(431)	39	(392)
Dividends paid	—	—	—	—	(343)	(343)	(50)	(393)
Non-cash share-based incentive plans (including share options)	—	—	—	—	73	73	—	73
Tax on share-based payments	—	—	—	—	(2)	(2)	—	(2)
Net movement in own shares held by ESOP Trusts	—	—	—	3	(102)	(99)	—	(99)
Net movement in non-controlling interests2	—	—	—	—	(125)	(125)	(16)	(141)
Net movement of liabilities in respect of put options	—	—	(2)	—	(6)	(8)	—	(8)
Total transactions with owners	—	—	(2)	3	(505)	(504)	(66)	(570)
Balance at 31 December 2025	109	579	(12)	(188)	2,052	2,540	232	2,772

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED)

Notes

The accounting policies on pages F-10 to F-21 and the accompanying notes on pages F-22 to F-67 form an integral part of this consolidated statement of changes in equity

1Accumulated losses on existing equity investments held at fair value through other comprehensive income are £408 million at 31 December 2025 (2024: £354 million, 2023: £347 million)

2Net movement in non-controlling interests represents movements in retained earnings and non-controlling interests arising from changes in ownership of existing subsidiaries, including MAP and Resolve in 2025 (see note 27), recognition of non-controlling interests on new acquisitions and derecognition of non-controlling interests on disposals of subsidiaries, including FGS Global in 2024

3During 2023, WPP sold a portion of its ownership of FGS Global to KKR. As part of this transaction, the previous put option granted to management shareholders was derecognised

4In December 2024, WPP cancelled 50,367,570 treasury shares

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NOTES TO THE FINANCIAL STATEMENTS

2025 FINANCIAL STATEMENTS

ACCOUNTING POLICIES

BASIS OF PREPARATION

The consolidated financial statements of WPP plc (the Company) and its subsidiaries (together the Group) for the year ended 31 December 2025 have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

The Group consolidated financial statements of WPP plc, a company registered in Jersey, for the year ended 31 December 2025 are filed with the Company’s registrar in Jersey.

The Group consolidated financial statements have been prepared on a going concern basis, under the historical cost convention, except for the revaluation of certain financial instruments and defined benefit pension plans.

The principal accounting policies adopted in the preparation of these consolidated financial statements are set out below. Unless otherwise stated, these policies have been consistently applied to all the years presented.

The consolidated financial statements were approved by the Board of Directors and authorised for issue on 19 March 2026.

BASIS OF CONSOLIDATION

The consolidated financial statements include the results of the Company and all its subsidiary undertakings made up to the same accounting date. All intra-Group balances, transactions, income and expenses are eliminated in full on consolidation. Subsidiary undertakings are those entities controlled by the Group. Control exists where the Group is exposed to, or has the rights to, variable returns from its involvement with the investee and has the ability to use its power over the investee to affect its returns. The results of subsidiary undertakings acquired or disposed of during the period are included or excluded from the consolidated income statement from the effective date of acquisition or disposal, accordingly. Non-controlling interests represent the share of earnings or equity in subsidiaries that is not attributable, directly or indirectly, to shareholders of the Group.

GOING CONCERN

The financial position of the Group, its cash flows, liquidity position and borrowing facilities are described in the consolidated financial statements and the notes to the consolidated financial statements. The notes also include the Group’s objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments and hedging activities; and its exposures to credit risk and liquidity risk.

The Group consolidated financial statements have been prepared on the going concern basis. In performing its going concern assessment, the Group’s forecasts and projections have taken account of (i) reasonably possible declines in revenue less pass-through costs or increases in costs arising from severe but plausible downside scenarios and (ii) the results of reverse stress tests to quantify the level of revenue less pass-through costs declines compared to 2025 required to utilise all of the Group’s liquidity headroom, taking into account the suspension of share buybacks, dividends and acquisitions, and cost mitigation actions which could be implemented. This assessment shows that the Company and the Group would be able to operate with appropriate liquidity, supported by its committed facilities, and be able to meet its liabilities as they fall due and for a period of at least a year from the date the consolidated financial statements are signed. The likelihood of declines required to utilise all available headroom is considered remote. None of the Group's facilities have financial covenants.

The Directors therefore have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for at least a year from the date the consolidated financial statements are signed. Thus, the Group continues to adopt the going concern basis of accounting in preparing the consolidated financial statements.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NEW IFRS ACCOUNTING PRONOUNCEMENTS

The Group has applied the following standards and amendments for the first time for the annual reporting period commencing 1 January 2025:

– Lack of Exchangeability (Amendments to IAS 21)

The amendment listed above did not have any impact on the amounts recognised in prior periods, did not have a significant impact on the amounts recognised in the current period, and is not expected to significantly affect future periods.

At the date of authorisation of these consolidated financial statements, the following standards or amendments to standards, which have not been applied in these consolidated financial statements, were in issue but not yet effective:

–Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7) were published in May 2024 and are effective for periods beginning on or after 1 January 2026. The Group is currently assessing the impact of these amendments to standards in issue but not yet effective.

–Contracts Referencing Nature-dependent Electricity (Amendments to IFRS 9 and IFRS 7) were published in December 2024 and are effective for periods beginning on or after 1 January 2026. These amendments to standards are not expected to have a material impact on these consolidated financial statements as the Group does not hold any such contracts.

–Translation to a Hyperinflationary Presentation Currency (Amendments to IAS 21) were published in November 2025 and are effective for annual periods beginning on or after 1 January 2027. These amendments are not expected to have a material impact on the Group’s consolidated financial statements.

–IFRS 18 ‘Presentation and Disclosure in Financial Statements’ was issued in April 2024 and is effective for periods beginning on or after 1 January 2027. This standard will replace IAS 1 ‘Presentation of Financial Statements’ and, along with consequential amendments to IAS 7 'Statement of Cash Flows', IAS 8 'Accounting Policies: Changes in Accounting Estimates and Errors', IAS 33 'Earnings per Share' and IFRS 7 'Financial Instruments: Disclosures', introduces several new requirements. These new requirements include:

•Classification of all income and expenses into five categories in the statement of profit or loss: operating, investing, financing, discontinued operations and income tax. Entities are also required to present two new mandatory subtotals.

•Certain non-GAAP measures, defined as ‘Management-defined Performance Measures’, are disclosed in a single note to the financial statements.

•Enhanced guidance on how to aggregate and disaggregate information in the financial statements and the notes.

•The requirement to use the operating profit subtotal as the starting point for the statement of cash flows when presenting operating cash flows under the indirect method.

•Specific classification requirements for interest paid/received and dividends received in the statement of cash flows. Interest and dividend receipts are included within investing cash flows, while interest paid is included within financing cash flows.

The impact of the standard on the Group is currently being assessed and it is not yet practicable to quantify the effect of IFRS 18 on the consolidated financial statements.

–IFRS 19 'Subsidiaries without Public Accountability Disclosures' was published in May 2024, with amendments published in August 2025. Both are effective for periods beginning on or after 1 January 2027. It is a voluntary IFRS Accounting Standard that eligible subsidiaries can apply when preparing their own consolidated, separate or individual financial statements. These subsidiaries will continue to apply the recognition, measurement and presentation requirements in other IFRS Accounting Standards, but they can replace the disclosure requirements in those standards with reduced disclosure requirements. As the standard applies to the Group’s subsidiaries, no impact of IFRS 19 is expected on these consolidated financial statements.

BUSINESS COMBINATIONS

The Group accounts for acquisitions in accordance with IFRS 3 'Business Combinations', which requires the acquiree’s identifiable assets, liabilities and contingent liabilities to be recognised at fair value at acquisition date. Where the measurement of the fair value of identifiable net assets acquired is incomplete at the end of the reporting period in which the combination occurs, the Group will report provisional fair values. Final fair values are determined within a year of the acquisition date and retrospectively applied.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Where settlement of cash consideration is deferred, the amounts payable in the future are discounted to their present value at the acquisition date, using an appropriate discount rate.

Acquisition-related costs are expensed as incurred.

The results of the subsidiaries and businesses acquired are included in the consolidated financial statements from their acquisition date.

During the 12 months following acquisition, adjustments to goodwill are made to reflect any revisions to fair value measurements that, had they been known at the acquisition date, would have affected the provisional amounts recognised.

GOODWILL AND OTHER INTANGIBLE ASSETS

Intangible assets comprise goodwill, certain acquired separable corporate brand names, acquired customer relationships, acquired proprietary tools and capitalised software.

Goodwill represents the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognised. Corporate brand names, customer relationships and proprietary tools acquired as part of acquisitions of businesses are capitalised separately from goodwill as intangible assets if their value can be measured reliably on initial recognition and it is probable that the expected future economic benefits that are attributable to the asset will flow to the Group.

Internally generated intangibles primarily consist of software and include costs that are directly attributable to the development of identifiable and unique software products controlled by the Group. These are recognised as intangible assets when the following criteria are met:

–It is technically feasible to complete the software so that it will be available for use

–Management intends to complete the software and use it

–There is an ability to use the software

–It can be demonstrated how the software will generate probable future economic benefits

–Adequate technical, financial and other resources to complete the development and to use or sell the software are available

–The expenditure attributable to the software during its development can be reliably measured

Goodwill and intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate a potential impairment.

Certain corporate brands of the Group are considered to have an indefinite economic life. This is based on their long-established history of market leadership and profitability, combined with the Group's ongoing commitment to further develop and enhance their value.

Definite life intangible assets are amortised over their useful life. Amortisation is provided at rates calculated to expense the cost less estimated residual value of each asset on a straight-line basis over its estimated useful life as follows:

–Brand names (with finite lives) – 10 to 20 years

–Customer-related intangibles – 3 to 13 years

–Other proprietary tools – 3 to 10 years

–Other (including capitalised software) – 3 to 5 years

For the purposes of assessing impairment, assets other than goodwill are grouped at the lowest levels for which there are separately identifiable cash inflows that are largely independent of the cash inflows from other assets or groups of assets (cash-generating units or CGUs). CGU determination for goodwill is assessed at the level at which goodwill is monitored by management. An assessment is made at each reporting date to determine whether there is any indication of impairment loss. If any such indication exists, the recoverable amount is estimated. An impairment loss is recognised if the carrying value of the relevant asset or CGU exceeds the recoverable amount, defined as the higher of fair value less costs of disposal and value in use.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The value in use or fair value less costs to dispose for each CGU is determined by calculating the net present value of future cash flows, derived from the underlying assets using a projection period of up to five years for each CGU. After the projection period, a steady growth rate representing an appropriate long-term growth rate for the industry is applied. Any goodwill impairment is recognised immediately as an expense and is not subsequently reversed.

For assets other than goodwill, an assessment is made at each reporting period end to determine whether there is any indication that previously recognised impairment losses may no longer exist or have decreased. If any such indication exists, the recoverable amount of the asset is estimated. In cases where the recoverable amount exceeds the carrying amount of the asset, a reversal of impairment losses is recognised. The amount of the reversal of the impairment loss shall not exceed the carrying amount that would have been determined (net of depreciation or amortisation) if no impairment loss had been recognised.

CONTINGENT CONSIDERATION

Contingent consideration liabilities in relation to business combinations, where the related payments are not dependent on future employment, are initially recorded at fair value based on the present value of the expected cash outflows of the obligations. After the 12-month remeasurement period, these liabilities are remeasured to fair value at each balance sheet date, with the changes in fair value recorded in the consolidated income statement within revaluation and retranslation of financial instruments.

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment is recorded at cost less accumulated depreciation and any provision for impairment. Property, plant and equipment is reviewed for impairment if events or changes in circumstances indicate that the carrying amount may not be appropriate. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. Property, plant and equipment impairment charges also form part of the property-related restructuring costs described in note 3 and are derived by applying the method described in the Leases accounting policy. Depreciation, with the exception of freehold land which is not depreciated, is provided at rates calculated to expense the cost less estimated residual value of each asset on a straight-line basis over its estimated useful life, as follows:

–Freehold buildings – 50 years

–Leasehold buildings – shorter of the term of the lease and life of the asset

–Fixtures, fittings and equipment – 3 to 10 years

–Computer equipment – 3 to 5 years

INTERESTS IN ASSOCIATES

An associate is an entity over which the Group has significant influence. In certain circumstances, significant influence may be represented by factors other than ownership and voting rights, such as representation on the Board of Directors.

Investments in associates are accounted for using the equity method. Interests in associates are stated in the consolidated balance sheet at cost, adjusted for the Group’s share of the profits and losses after tax of associate undertakings, which is included in the consolidated income statement. The Group’s share of the amounts recognised in the income statement and other comprehensive income is based on financial information produced by each associate undertaking, adjusted to align with the accounting policies of the Group.

When the Group’s share of losses exceeds its interest in an associate, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate. If the associate subsequently reports profits, the Group resumes recognising its share of those profits only after its share of the profits equals the share of losses not previously recognised.

Investments are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An investment’s carrying amount is written down immediately to its recoverable amount if its carrying amount is greater than its estimated recoverable amount.

FINANCIAL ASSETS

Financial assets are measured at amortised cost, fair value through other comprehensive income (FVTOCI) or fair value through profit or loss (FVTPL). The measurement basis is determined by reference to both the business model for managing financial assets and the contractual cash flow characteristics of the financial asset.

For financial assets other than trade receivables, unbilled costs, accrued income and unbilled media, a 12-month expected credit loss (ECL) allowance is recorded on initial recognition. If there is subsequent evidence of a significant increase in the credit risk

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

of an asset, the allowance is increased to reflect the full lifetime ECL. If there is no realistic prospect of recovery, the asset is written off. ECL is recognised in the consolidated income statement on financial assets measured at amortised cost and at fair value through other comprehensive income.

OTHER INVESTMENTS

Other investments include certain non-current equity investments which are measured at fair value through profit or loss unless an election is made on an investment-by-investment basis to recognise fair value gains and losses in other comprehensive income.

The Group generally elects to classify equity investments as fair value through other comprehensive income where the Group forms a strategic partnership with the investee. If the Group makes an irrevocable election at initial recognition for certain equity investments to be classified as fair value through other comprehensive income, there is no subsequent reclassification of fair value gains and losses to profit or loss following derecognition of the investment. On derecognition of the equity investment, gains and losses that have been deferred in other comprehensive income are transferred directly to retained earnings.

ACCRUED INCOME AND UNBILLED MEDIA

Accrued income and unbilled media is a receivable within the scope of IFRS 9 'Financial Instruments' and is recognised if the right to consideration is unconditional and when a performance obligation has been satisfied but has not yet been billed. This includes amounts in relation to media costs where the Group acts as an agent under IFRS 15 'Revenue from Contracts with Customers'. Accrued income and unbilled media is transferred to trade receivables once the right to consideration is billed per the terms of the contractual agreement.

DEFERRED INCOME AND CUSTOMER ADVANCES

In certain cases, payments are received from customers or amounts are billed with an unconditional right to receive consideration prior to satisfaction of performance obligations and are recognised as deferred income and customer advances. Deferred income and customer advances is principally pass-through in nature, relating to advance billings to customers in accordance with the terms of the client contracts, primarily for the reimbursement of third-party costs.

TRADE RECEIVABLES AND UNBILLED COSTS

Trade receivables are measured at amortised cost using the effective interest method, or fair value through other comprehensive income, net of expected credit losses.

Unbilled costs include outlays incurred on behalf of clients, including production costs, and other third-party costs that have not yet been billed and are considered receivables.

The Group has applied the simplified approach to measuring expected credit losses, as permitted by IFRS 9 'Financial Instruments'. This has been applied to trade receivables, unbilled costs, accrued income and unbilled media. Under this approach, the Group utilises a provision matrix based on the age of the trade receivables and historical loss rates to determine the expected credit losses. Accrued income, unbilled media and unbilled costs are deemed to have substantially the same risk characteristics as trade receivables and therefore the expected loss rates for trade receivables are a reasonable approximation of the loss rates for accrued income, unbilled media and unbilled costs. The expected loss rates are based on historical credit losses with consideration also given to the current economic environment and the level of credit insurance the Group has, as well as forward-looking information. The Group does not track changes in credit risk, but recognises a loss allowance based on the financial asset's lifetime expected credit loss.

Given the short-term nature of the Group’s trade receivables, unbilled costs, accrued income and unbilled media, which are mainly due from large national or multinational companies, the Group's assessment of expected credit losses includes provisions for specific clients and receivables where the contractual cash flow is deemed at risk.

Trade receivables are written off when there is evidence indicating that the debtor is in severe financial difficulty and the Group has no realistic prospect of recovery. Receivables written off are still subject to enforcement activity and pursued by the Group.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents comprise cash at bank, and deposits and money market funds that are readily convertible to a known amount of cash, are subject to insignificant risk of changes in value and have a maturity of three months or less from the date of acquisition. Cash and cash equivalents are measured at amortised cost, except for investments in money market funds which are held at fair value through profit and loss.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For cash flow statement presentation purposes, the Group's overdrafts are included in cash and cash equivalents where they are repayable on demand, are components of the Group's centralised treasury strategy employed across the Group and form an integral part of the Group's cash management. Bank overdrafts are included within short-term borrowings in the balance sheet.

BORROWINGS

Interest-bearing borrowings are initially recorded at fair value less, where permitted by IFRS 9, any directly attributable transaction costs. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost with any difference between the proceeds net of transaction costs and the amount due on settlement or redemption recognised in the consolidated income statement over the term of the borrowing. Borrowings identified as a hedged item in a designated fair value hedge relationship are carried on the consolidated balance sheet at fair value, with gains or losses recognised in the consolidated income statement in accordance with the Group's hedge accounting policy.

Cash flows relating to interest are presented within operating cash flows. Proceeds and repayment of principal amounts are presented within financing cash flows and are presented gross, except for borrowings with maturities of less than three months, which are presented net.

DERIVATIVE FINANCIAL INSTRUMENTS

The Group uses derivative financial instruments to reduce exposure to foreign exchange risk and interest rate movements. The principal derivative instruments used by the Group are foreign currency forwards and swaps, interest rate swaps and cross-currency interest rate swaps. The Group does not hold or issue derivative financial instruments for trading or speculative purposes.

Derivative financial assets and liabilities, including derivatives embedded in host contracts which have been separated from the host contract, are initially measured at fair value at the date the derivative contract is entered into and are subsequently remeasured to their fair value at each balance sheet reporting date. Changes in the fair value of any derivative instruments that do not qualify for hedge accounting are recognised immediately in the income statement.

HEDGE ACCOUNTING

Derivatives designated as hedging instruments are classified at inception of the hedge relationship as cash flow hedges, net investment hedges or fair value hedges.

Changes in the fair value of derivatives designated as cash flow hedges are recognised in other comprehensive income to the extent that the hedges are effective and accumulated in the cash flow hedge reserve. Ineffective portions of derivatives designated as cash flow hedges are recognised in the income statement immediately.

Amounts deferred in the cash flow hedge reserve are reclassified to the income statement when the hedged item affects profit or loss, or if the hedged forecast transaction is to purchase a non-financial asset, the amount deferred in the cash flow hedge reserve is transferred directly from equity and included in the carrying value of the non-financial asset when it is recognised.

Changes in the fair value of those hedging instruments designated as net investment hedges are recognised in other comprehensive income to the extent that the hedges are effective. Ineffective portions are recognised in the income statement immediately. Gains and losses accumulated in the foreign currency translation reserve are recycled to the income statement when the foreign operation is disposed of.

Changes in the fair value of derivatives designated as fair value hedges are recorded in the consolidated income statement, together with the changes in the fair value of the hedged asset or liability.

Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, exercised, or no longer qualifies for hedge accounting. This discontinuation can also apply to part of a hedging relationship.

LIABILITIES IN RESPECT OF OPTION AGREEMENTS AND FORWARD CONTRACTS

Option agreements that allow the Group’s equity partners to require the Group to purchase a non-controlling interest are initially recorded in the consolidated balance sheet at the present value of the redemption amount in accordance with IAS 32 'Financial Instruments: Presentation'. On initial recognition, the corresponding amount is recognised against the equity reserve; this amount is subsequently reversed on derecognition, either through exercise or expiration through non-exercise of the option agreement.

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Where the acquisition of a non-controlling interest in a subsidiary is agreed, but consideration and the transfer of the ownership interest is deferred until a future period, this is a forward contract over the Group's equity instruments. The non-controlling interest in equity is derecognised when the risks and rewards associated with the non-controlling interest have transferred to the Group, which may be before the ownership interest has legally transferred to the Group. The amounts payable in the future are initially recorded in the consolidated balance sheet at the present value, as at the date of the agreement.

Subsequent to initial recognition the financial liabilities in respect of option agreements and forward contracts are measured at amortised cost in accordance with IFRS 9 'Financial Instruments'. Changes in the measurement of the financial liabilities due to the unwinding of the discount or changes in the amount that the Group could be required to pay are recorded in the consolidated income statement within revaluation and retranslation of financial instruments.

DERECOGNITION OF FINANCIAL ASSETS AND LIABILITIES

Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party, or (c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

BORROWING COSTS

Finance costs of borrowing that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised as part of the cost of that asset. All other borrowing costs are recognised in the consolidated income statement as an expense in the period in which they are incurred.

REVENUE RECOGNITION

The Group offers national and multinational clients a comprehensive range of communications, experience, commerce and technology services. Certain contracts involve multiple agencies offering different services in different countries. As such, the terms of local, regional and global contracts can vary to meet client needs and regulatory requirements. Consistent with the industry, contracts are typically short term in nature and tend to be cancellable by either party with 90 days' notice. The Group is generally entitled to payment for work performed to date.

The Group is generally paid in arrears for its services. Invoices are typically payable within 30 to 60 days. Revenue comprises commissions and fees earned and is stated exclusive of VAT, sales taxes and trade discounts. Pass-through costs comprise fees paid to external suppliers when they are engaged to perform part or all of a specific project and are charged directly to clients. Pass-through costs includes media costs where the Group is buying media for its own account on a transparent opt-in basis. As a result, the subsequent media pass-through costs are recorded as Group principal revenue, with a corresponding pass-through cost recorded. As the contracts are generally short term in nature, the Group has applied the practical expedient permitted by IFRS 15 to expense costs to obtain a contract as incurred and to not adjust consideration for the effects of a significant financing component, where applicable.

In most instances, promised services in a contract are not considered distinct or they represent a series of services that are substantially the same with the same pattern of transfer to the customer and, as such, are accounted for as a single performance obligation. However, where there are contracts with services that are capable of being distinct, are distinct within the context of the contract, and are therefore accounted for as separate performance obligations, revenue is allocated to each of the performance obligations based on relative stand-alone selling prices. The Group has applied the practical expedient permitted by IFRS 15 to not disclose the transaction price allocated to performance obligations unsatisfied (or partially unsatisfied) as of the end of the reporting period as contracts typically have an original expected duration of a year or less.

Revenue is recognised when a performance obligation is satisfied in accordance with the terms of the contractual arrangement. Typically, performance obligations are satisfied over time as services are rendered. Revenue recognised over time is based on the proportion of the level of service performed for each performance obligation, measured using either an input method or an output method, depending on the particular arrangement.

For most fee arrangements, costs incurred are used as an objective input measure of performance as the primary input of substantially all work performed under these arrangements is labour and there is normally a direct relationship between costs incurred and the proportion of the contract performed to date. In other circumstances relevant output measures, such as the achievement of any project milestones stipulated in the contract, are used to assess proportional performance.

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For retainer arrangements there is a stand-ready obligation to perform services on an ongoing basis over the life of the contract. The scope of these arrangements is broad and generally not reconcilable to specific input or output criteria. In these instances, revenue is recognised using a time-based method resulting in straight-line revenue recognition.

The amount of revenue recognised depends on whether the Group acts as an agent or as a principal. Certain arrangements with clients are such that the Group's responsibility is to arrange for a third party to provide a specified good or service to the client. In these cases, the Group acts as an agent as it does not control the relevant good or service before it is transferred to the client. When the Group acts as an agent, the revenue recorded is the net amount retained. When acting as an agent, costs incurred with external suppliers (such as production costs and media suppliers) before the client is billed are excluded from revenue and recorded as unbilled balance sheet costs. Once billed to the client, these costs are recorded as part of agent net revenue.

The Group acts as principal when it controls the specified good or service prior to transfer. When the Group acts as a principal, such as when supplying in-house production services, events and branding, the revenue recorded is the gross amount billed. Billings related to out-of-pocket costs such as travel are also recognised within the gross amount billed with a corresponding amount recorded as an expense.

Further details on revenue recognition are detailed by reporting segment below.

GLOBAL INTEGRATED AGENCIES

Revenue is typically derived from integrated product offerings including media placements and creative services. Revenue may consist of various arrangements involving commissions, fees, incentive-based revenue or a combination of the three, as agreed upon with each client. Revenue for commissions on purchased media is typically recognised at the point in time the media is run.

The Group receives volume rebates from certain suppliers for transactions entered into on behalf of clients that, based on the terms of the relevant contracts and local law, are either remitted to clients or retained by the Group. If amounts are passed on to clients they are recorded as liabilities until settled or, if retained by the Group, are recorded as revenue when earned.

Variable incentive-based revenue typically comprises both quantitative and qualitative elements. Incentive compensation is estimated using the most likely amount or expected value method, as deemed appropriate, and is included in revenue up to the amount that is highly probable not to result in a significant reversal of cumulative revenue recognised once the related uncertainty is resolved. The Group recognises incentive revenue as the related performance obligation or obligations are satisfied depending on the specific contractual terms.

PUBLIC RELATIONS AND SPECIALIST AGENCIES

Revenue for these services is typically derived from retainer fees and fees for services to be performed subject to specific agreement. Most revenue under these arrangements is earned over time, in accordance with the terms of the contractual arrangement.

TAXATION

Corporate income taxes payable is recognised as an expense based on taxable profits arising in the period, and the applicable tax law in each jurisdiction. The total tax expense represents the sum of both current and deferred taxes.

The Group is subject to corporate income taxes in a number of different jurisdictions and judgement is required to interpret local tax laws. In such circumstances, the Group recognises liabilities for anticipated taxes based on the best information available and where the anticipated liability is both probable and able to be estimated. Any interest and penalties accrued are included in finance costs and general and administrative costs respectively in the consolidated income statement and included in trade and other payables on the consolidated balance sheet. Where changes arise, as a result of new information or an agreed final outcome, these may impact the income tax and deferred tax provisions, and therefore total tax expense in the period in which those changes have arisen.

Local tax laws that apply to the Group’s subsidiaries may be amended by the relevant tax authorities. Such potential amendments are regularly monitored and adjustments may be required to the Group’s tax assets and liabilities should those changes be enacted or substantively enacted by the balance sheet date.

Corporate income taxes payable is based on taxable profit for the year. Taxable profit differs from profit before tax reported in the Group’s consolidated income statement (determined under IFRS) because it excludes items of income or expense that are taxable or deductible in other years, and it further excludes items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

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Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method.

Deferred tax liabilities are recognised for all taxable temporary differences unless specifically excepted by IAS 12 'Income Taxes'. Deferred tax is charged or credited in the consolidated income statement, except when it relates to items charged or credited to other comprehensive income or directly to equity, in which case the deferred tax is also recognised within other comprehensive income or equity.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised, which can require the use of accounting estimation and the exercise of judgement.

Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill, or from other assets and liabilities in a transaction that is not a business combination and which affects neither the taxable profit nor the accounting profit.

The carrying amounts of deferred tax assets are reviewed at each balance sheet date. Where it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered, the carrying value of the applicable deferred tax asset may be reduced. Where expectations of taxable profits improve, the carrying value of the applicable deferred tax asset may be increased.

Deferred tax assets and liabilities are offset where permitted, when there is a legally enforceable right to set off current tax assets against current tax liabilities, and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis. Deferred tax is calculated using the tax rates that are expected to apply in the period when the liability is settled, or the asset is realised, based on enacted or substantively enacted legislation.

Corporate taxes are payable on taxable profits at current rates. The tax expense represents the sum of the tax currently payable and deferred tax.

RETIREMENT BENEFIT COSTS

The Group accounts for retirement benefit costs in accordance with IAS 19 'Employee Benefits'.

For defined contribution plans, contributions are charged to the consolidated income statement on an accruals basis.

For defined benefit plans the amounts charged to staff costs within operating profit are the current service costs, past service costs, administrative expenses and gains and losses on settlements and curtailments. Past service costs are recognised immediately in the consolidated income statement when the related plan amendment or curtailment occurs. Net interest income or expense is calculated by applying the discount rate to the recognised overall surplus or deficit in the plan.

Actuarial gains and losses are recognised in other comprehensive income.

Where defined benefit plans are funded, the assets of the plan are held in independently managed funds separately from those of the Group. Pension plan assets are measured at fair value and liabilities are measured on an actuarial basis using the projected unit method and discounted at a rate equivalent to the current rate of return on a high-quality corporate bond of equivalent currency and term to the plan liabilities. The actuarial valuations are obtained at least triennially and are updated at each balance sheet date.

Recognition of a surplus in a defined benefit plan is limited based on the economic gain the Group is expected to benefit from in the future by means of a refund or reduction in future contributions to the plan, in accordance with IAS 19.

PROVISIONS FOR LIABILITIES AND CHARGES

Provisions comprise liabilities where there is uncertainty about the amount or timing of settlement. Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required and the amount can be reliably estimated, with such estimation using either the most likely or

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

expected value method depending on which method best estimates the uncertainty. Whilst the Group has factored in all known facts and circumstances, initial estimations for provisions may change based on the receipt of new information and the final amount of the relevant charges may differ from the provision recognised.

CONTINGENT LIABILITIES

Contingent liabilities are possible obligations arising from past events whose existence will only be confirmed by future events not wholly within the control of the Group, or present obligations where it is not probable that an outflow of resources will be required or the amount of the obligation cannot be measured with sufficient reliability. Contingent liabilities are not recognised in the consolidated financial statements but are disclosed, if material, unless the possibility of an outflow of economic resources is considered remote.

LEASES

The Group leases most of its offices in cities where it operates. Other lease contracts include office equipment and motor vehicles.

At inception of a contract, the Group assesses whether a contract is, or contains, a lease based on whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

Contracts may contain both lease and non-lease components. The Group allocates the consideration in the contract to the lease and non-lease components based on their relative standalone prices.

The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured based on the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and restoration provisions, less any lease incentives received. The assets are depreciated over the term of the lease using the straight-line method. The lease term includes periods covered by an option to extend if the Group is reasonably certain to exercise that option, and periods covered by an option to terminate if the Group is reasonably certain to not exercise that option.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing rate for the same term as the underlying lease. Lease payments included in the initial measurement of lease liabilities comprise fixed payments less any lease incentives receivable, variable lease payments that depend on an index or a rate as at the commencement date, amounts expected to be payable under residual value guarantees, the exercise price of a purchase option if the lessee is reasonably certain to exercise that option and payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease. Lease modifications result in remeasurement of the lease liability.

Depreciation is recognised in both costs of services and general and administrative costs and interest expense is recognised under finance costs in the consolidated income statement.

The Group has elected to use the exemption not to recognise right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less and the exemption for leases of low-value assets (under $5,000). The payments associated with these leases are recognised as cost of services and general and administrative costs within the consolidated income statement on a straight-line basis over the lease term.

The Group assesses at the reporting date whether there are any indicators of impairment and performs an impairment test when an impairment indicator exists. The Group tests a right-of-use asset as a stand-alone asset for impairment when it generates or is expected to generate largely independent cash inflows. When a right-of-use asset is tested as a stand-alone asset, an impairment loss is recognised when the carrying amount of the right-of-use asset exceeds its recoverable amount. The recoverable amount of a right-of-use asset is estimated mainly based on the present value of the estimated sublease income, discounted using the property yield rates.

TRANSLATION OF FOREIGN CURRENCIES

Foreign currency transactions are recorded at the rates in effect at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the year-end are translated at the year-end exchange rate. Foreign currency gains and losses are credited or charged to the consolidated income statement as they arise.

The income statements of foreign subsidiary undertakings, with functional currencies other than pounds sterling, are translated into pounds sterling at average exchange rates and the year-end net assets of these companies, goodwill and fair value adjustments arising on the acquisition of a foreign entity are translated at year-end exchange rates.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Exchange differences arising from retranslation of foreign operations and on foreign currency borrowings (to the extent that they hedge the Group’s investment in such operations) are reported in the consolidated statement of comprehensive income. On the disposal of a foreign operation, all of the related accumulated exchange differences are reclassified to the income statement.

HYPERINFLATION IN ARGENTINA AND TURKEY

The economies in Argentina and Turkey were designated as hyperinflationary from 2018 onwards and 2022 onwards, respectively, and the Group has applied IAS 29 'Financial Reporting in Hyperinflationary Economies' to its operations in Argentina and Turkey since these dates. The functional currencies for these operations are Argentinian pesos (ARP) and Turkish lira (YTL).

In applying IAS 29, the ARP and the YTL non-monetary assets and liability balances, held at historical cost, and results for the relevant financial years have been revalued to their present value equivalent local currency amounts at the reporting date based on consumer prices indices (CPI) issued by the National Institute of Statistics and Censuses (INDEC) and the Turkish Statistical Institute, respectively. The respective indices have risen by 32% and 31% (2024: 118% and 44%) during the financial year. The revalued balances are translated to GBP at the reporting date exchange rate in line with IAS 21 'The Effects of Changes in Foreign Exchange Rates'.

The gain or loss on the revaluation of net monetary assets resulting from IAS 29 application is recognised in the consolidated income statement. The Group has presented the equity revaluation effects and the impact of currency movements within other comprehensive income as such amounts are deemed to meet the definition of 'exchange differences'.

SHARE-BASED PAYMENTS

The Group issues equity-settled share-based payments, including share options, to certain employees and accounts for these awards in accordance with IFRS 2 'Share-based Payment'. Equity-settled share-based payments are measured at fair value (excluding the effect of non-market-based vesting conditions) at the date of grant. Details regarding the fair value of equity settled share-based transactions are set out in note 21.

The fair value determined at the grant date is recognised in the consolidated income statement as an expense on a straight-line basis over the relevant vesting period with a corresponding increase in equity, based on the Group’s estimate of the number of shares that will ultimately vest and adjusted for the effect of non-market-based vesting conditions.

NON-CONTROLLING INTERESTS

Non-controlling interests in acquired companies are measured at the non-controlling interests’ proportionate share of the acquiree’s identifiable net assets. The acquisition of a non-controlling interest in a subsidiary, and the sale of an interest while retaining control, is accounted for within equity, and the cash cost of such purchases is included within financing activities in the cash flow statement.

CLIMATE CHANGE CONSIDERATIONS

In preparing these consolidated financial statements, and in accordance with the UK Listing Rule UKLR 6.6.6(8) and The UK Companies Regulations 2022, 414CB (2a), the potential impacts of climate change risks have been considered. This primarily focused on: the impairment assessments for goodwill and intangible assets with indefinite useful lives; the carrying value and estimated useful life of intangible assets, property, plant and equipment and right-of-use assets; the measurement of deferred tax assets and provisions, including post-employment benefits; and the going concern period and viability of the Group over the next three years. There has been no material impact on the consolidated financial statements for the years ended 31 December 2025, 2024 and 2023. The potential implications of climate change risks on the consolidated financial statements will continue to be monitored and assessed in future periods.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2026 CHANGE IN REPORTABLE SEGMENTS

In February 2026, the Group announced an update to its operating structure that will result in changes to reporting lines and the information reviewed by the Chief Operating Decision Maker, the Group’s Chief Executive Officer, in order to assess performance and allocate resources. These changes require a reassessment of the Group’s operating segments and the aggregation of those operating segments for financial reporting purposes in 2026, per IFRS 8 'Operating Segments'.

At 31 December 2025, the Group’s reportable segments were Global Integrated Agencies, Public Relations and Specialist Agencies, which reflected the way in which performance was reviewed and resources were allocated in 2025. Segmental information presented in these financial statements is based on the segment structure as at 31 December 2025.

CRITICAL JUDGEMENTS AND ESTIMATION UNCERTAINTY IN APPLYING ACCOUNTING POLICIES

Management is required to make key decisions and judgements whilst acknowledging there is estimation uncertainty in the process of applying the Group’s accounting policies. These estimates and judgements are reviewed on an ongoing basis. Where judgement has been applied or estimation uncertainty exists, the key factors taken into consideration are disclosed in the accounting policies and the appropriate note in these consolidated financial statements.

The most significant area of estimation uncertainty is:

Goodwill impairment: the key areas of uncertainty in estimating the fair value less costs to dispose of the Ogilvy CGU are the forecasted revenue less pass-through costs and operating margins, discount rates and long-term growth rates, and for the AKQA CGU is operating margins. Further details of Ogilvy and AKQA's key estimates and related sensitivities are included in note 11.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. GENERAL INFORMATION

WPP plc is a company incorporated in Jersey. The address of the registered office is 22 Grenville Street, St Helier, Jersey, JE4 8PX and the address of the principal executive office is Sea Containers, 18 Upper Ground, London, United Kingdom, SE1 9GL. The nature of the Group’s operations and its principal activities are set out in note 2. These consolidated financial statements are presented in pounds sterling.

2. SEGMENT INFORMATION

The Group's organisational structure brings together media intelligence, data solutions, creative services, production capabilities, enterprise solutions and strategic counsel on a national, multinational and global scale. Substantially all of the Group’s revenue is from contracts with customers.

Reportable segments

The Group is organised into three reportable segments – Global Integrated Agencies, Public Relations and Specialist Agencies.

IFRS 8 'Operating Segments' requires operating segments to be identified on the same basis as used internally for the review of performance and allocation of resources by the Group’s Chief Executive Officer (the Chief Operating Decision Maker). Provided certain quantitative and qualitative criteria are fulfilled, IFRS 8 permits aggregation of these operating segments into reportable segments for the purposes of disclosure in the Group’s financial statements. In assessing the Group’s reportable segments, which includes the aggregation of certain operating segments, the Directors have had regard to the similar economic characteristics of certain operating segments, their shared client bases, the similar nature of their products or services and their long-term margins, amongst other factors.

In February 2026, the Group announced an update to its organisational structure. The Group's reportable segments as described above remained in place during the year ended 31 December 2025. The impact of the change in organisational structure on the Group's operating and reportable segments in 2026 is described in the Accounting Policies section of these financial statements.

Reported contributions were as follows:

	20251	20241	2023
	£m	£m	£m
Revenue2
Global Integrated Agencies	11,956	12,661	12,532
Public Relations	705	1,156	1,262
Specialist Agencies	889	924	1,051
	13,550	14,741	14,845
Revenue less pass-through costs2,3
Global Integrated Agencies	8,740	9,452	9,751
Public Relations	667	1,089	1,180
Specialist Agencies	769	818	929
Headline operating profit2,4
Global Integrated Agencies	1,165	1,491	1,480
Public Relations	102	166	191
Specialist Agencies	54	50	79
	1,321	1,707	1,750
Adjusting items within IFRS operating profit4	(939)	(382)	(1,219)
Financing items5	(290)	(330)	(255)
Earnings from associates	39	36	70
Reported profit before tax	131	1,031	346

Notes

1During the year ended 31 December 2025, the Group reallocated a number of businesses between Global Integrated Agencies and Specialist Agencies, therefore changing the composition of reportable segments reported to the Group’s Chief Operating Decision Maker. As required by IFRS 8, the 2024 comparatives have been re-presented. The impact of this change to the composition of reportable segments for the year ended 31 December 2025 for Global Integrated Agencies is a £108 million increase in revenue, £80 million increase in revenue less pass-through costs and a £6 million increase in headline operating profit, with a corresponding decrease in Specialist Agencies. The impact of this change to the composition of reportable segments for the year ended 31 December 2024 for Global Integrated Agencies is a £99 million increase in revenue, £68 million increase in revenue less pass-through costs and a £9 million increase in headline operating profit, with a corresponding decrease in Specialist Agencies

2Intersegment transactions have not been separately disclosed as they are not material

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2. SEGMENT INFORMATION (CONTINUED)

3Revenue less pass-through costs is revenue less media and other pass-through costs. Pass-through costs comprise fees paid to external suppliers where they are engaged to perform part or all of a specific project and are charged directly to clients. This includes the cost of media where the Group is buying digital media for its own account on a transparent opt-in basis and, as a result, the subsequent media pass-through costs have to be accounted for as revenue, as well as billings. See note 3 to the consolidated financial statements for more details of these pass-through costs

4Headline operating profit is defined on page 12. A reconciliation from reported profit before tax to headline operating profit is provided in note 29

5Financing items include finance and investment income, finance costs and revaluation and retranslation of financial instruments

Other information	Staff costs	Depreciation<br><br>and<br><br>amortisation2	Goodwill<br><br>impairment3
	£m	£m	£m
20251
Global Integrated Agencies	6,024	335	574
Public Relations	474	17	1
Specialist Agencies	585	34	66
	7,083	386	641
20241
Global Integrated Agencies	6,401	331	158
Public Relations	761	35	12
Specialist Agencies	599	35	67
	7,761	401	237
2023
Global Integrated Agencies	6,491	361	40
Public Relations	821	40	—
Specialist Agencies	825	46	23
	8,137	447	63

Notes

1During the year ended 31 December 2025, the Group reallocated a number of businesses between Global Integrated Agencies and Specialist Agencies, therefore changing the composition of reportable segments reported to the Group’s Chief Operating Decision Maker. As required by IFRS 8, the 2024 comparatives have been re-presented. The impact of this change to the composition of reportable segments for the year ended 31 December 2025 for Global Integrated Agencies is a £81 million increase in staff costs, £3 million increase in depreciation and amortisation and no impact on goodwill impairment, with a corresponding decrease in Specialist Agencies. The impact of this change to the composition of reportable segments for the year ended 31 December 2024 for Global Integrated Agencies is a £71 million increase in staff costs, a £4 million increase in depreciation and amortisation and no impact on goodwill impairment, with a corresponding decrease in Specialist Agencies

2Depreciation of property, plant and equipment, depreciation of right-of-use assets and amortisation of other intangible assets

3Goodwill impairment is excluded from headline earnings

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2. SEGMENT INFORMATION (CONTINUED)

Contributions by geographical area were as follows:

	2025	2024	2023
	£m	£m	£m
Revenue1
North America2	4,966	5,567	5,528
United Kingdom	2,055	2,185	2,155
Western Continental Europe	2,891	3,013	3,037
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe	3,638	3,976	4,125
	13,550	14,741	14,845
Revenue less pass-through costs1
North America2	3,837	4,394	4,556
United Kingdom	1,503	1,588	1,626
Western Continental Europe	2,143	2,375	2,411
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe	2,693	3,002	3,267
Headline operating profit1
North America2	663	825	834
United Kingdom	164	237	215
Western Continental Europe	212	259	258
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe	282	386	443
	1,321	1,707	1,750
Adjusting items within IFRS operating profit	(939)	(382)	(1,219)
Financing items	(290)	(330)	(255)
Earnings from associates	39	36	70
Reported profit before tax	131	1,031	346

Notes

1Interregional transactions have not been separately disclosed as they are not material

2North America includes the United States with revenue of £4,675 million (2024: £5,203 million, 2023: £5,187 million), revenue less pass-through costs of £3,612 million (2024: £4,115 million, 2023: £4,271 million) and headline operating profit of £616 million (2024: £766 million, 2023: £785 million)

	2025	2024
	£m	£m
Non-current assets1
North America2	4,094	4,736
United Kingdom	1,651	1,666
Western Continental Europe	2,398	2,512
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe3	2,393	2,607
	10,536	11,521

Notes

1Non-current assets excluding financial derivatives and deferred tax assets

2North America includes the United States with non-current assets of £3,808 million (2024: £4,427 million)

3An impairment charge of £72 million was recognised for land and freehold buildings in this geographical area, and within the Global Integrated Agencies operating segment, following a review of the Group's planned usage of its property portfolio. The recoverable amount was determined on a fair value less costs of disposal basis, supported by a third party expert who determined a market price, with reference to similar properties. The impairment charge is excluded from headline earnings. See note 3 to the consolidated financial statements for more details

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

3. COSTS OF SERVICES AND GENERAL AND ADMINISTRATIVE COSTS

	2025	2024	2023
	£m	£m	£m
Costs of services	11,404	12,290	12,326
General and administrative costs	1,764	1,126	1,988
	13,168	13,416	14,314

Costs of services and general and administrative costs include:

	2025	2024	2023
	£m	£m	£m
Staff costs (note 5)	7,083	7,761	8,137
Establishment costs	420	472	516
Media pass-through costs	2,543	2,523	2,174
Other costs of services and general and administrative costs1	3,122	2,660	3,487
	13,168	13,416	14,314

Note

1Other costs of services and general and administrative costs include £831 million (2024: £859 million, 2023: £811 million) of other pass-through costs

Other costs of services and general and administrative costs include the following significant items:

	2025	2024	2023
	£m	£m	£m
Goodwill impairment (note 11)	641	237	63
Amortisation and impairment of acquired intangible assets	61	93	728
Restructuring and transformation costs	68	251	196
Property-related restructuring costs	127	26	232
Gains on disposal of investments and subsidiaries	(6)	(322)	(7)
Legal provision charges/(gains)	43	68	(11)

AMORTISATION AND IMPAIRMENT OF ACQUIRED INTANGIBLE ASSETS

Charges of £61 million (2024: £93 million, 2023: £728 million) relate to ongoing amortisation charges for previously acquired intangible assets. The 2024 charges included an accelerated amortisation charge of £20 million for certain brands that no longer had a useful life due to the creation of Burson. The 2023 charges of £728 million include £650 million of accelerated amortisation charges, predominantly due to the creation of VML in the fourth quarter of 2023.

RESTRUCTURING AND TRANSFORMATION COSTS

Charges of £68 million (2024: £251 million, 2023: £196 million) include £50 million (2024: £90 million, 2023: £113 million) in relation to the Group’s IT transformation programme, which includes the rollout of new ERP systems, and £5 million (2024: £144 million, 2023: £73 million) of costs related to the Group's transformation plans.

PROPERTY-RELATED RESTRUCTURING COSTS

Charges of £127 million (2024: £26 million, 2023: £232 million) include £114 million (2024: £3 million, 2023: £185 million) of impairment charges and £13 million (2024: £23 million, 2023: nil) of ongoing property costs related to property impairments recognised in prior years as part of the Group’s property requirements review.

The impairment charges include £86 million (2024: £2 million, 2023: £56 million) in relation to property, plant and equipment and £28 million

(2024: £1 million, 2023: £129 million) in relation to right-of-use assets. The impairment charges in 2025 for property, plant and equipment include an impairment recognised for land and freehold buildings following a review of the Group’s planned usage of its property portfolio.

GAINS ON DISPOSAL OF INVESTMENTS AND SUBSIDIARIES

In 2024, gains on disposal of investments and subsidiaries of £322 million were predominately related to the gain on disposal of FGS Global of £275 million.

LEGAL PROVISION CHARGES/(GAINS)

Charges of £43 million (2024: £68 million, 2023: £11 million gains) have been recognised, with the provision at 31 December 2025 representing management's best estimate of its obligation in relation to certain ongoing legal proceedings and claims that were initially recognised in 2023.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

3. COSTS OF SERVICES AND GENERAL AND ADMINISTRATIVE COSTS (CONTINUED)

External auditors’ remuneration:

	2025	2024	2023
	£m	£m	£m
Fees payable to the Company’s external auditors for the audit of the Company and Group’s annual accounts1,2	22	22	10
Fees payable for the audit of the Company’s subsidiaries2	25	26	30
Fees payable to the external auditors pursuant to legislation1,2	47	48	40
Audit-related assurance services 2,3	1	1	1
Other assurance services - PwC	1	—	—
Other assurance services - Deloitte	—	1	1
Total other fees	2	2	2
Total fees	49	50	42

Notes

1The 2024 comparative has been re-presented to include additional fees of £3.8 million that were incurred in 2025 relating to the 2024 audit

2With effect from 2024, following a competitive tender process, PricewaterhouseCoopers LLP (PwC) was appointed as external auditor of the Company, replacing Deloitte LLP (Deloitte). Fees payable for the audit of the Company and Group's annual accounts, the audit of the Company's subsidiaries, and audit-related services during the years ended 31 December 2025 and 31 December 2024 relate to PwC and for the year ended 31 December 2023 to Deloitte. This includes fees in respect of the audit of internal control over financial reporting

3 Audit-related assurance services are predominantly in respect of the review of the interim financial information

4. EARNINGS FROM ASSOCIATES

	2025	2024	2023
	£m	£m	£m
Share of profits of associates (note 13)	37	34	25
Dividends received from nil carrying value associates	2	2	45
Earnings from associates	39	36	70

Earnings from associates was £39 million in 2025 (2024: £36 million, 2023: £70 million). This includes £2 million of non-refundable distributions received from Kantar (2024: £2 million, 2023: £45 million), which are recorded in the income statement given the Group's balance sheet investment in Kantar is nil. The carrying value of the Kantar investment is nil as the share of accumulated losses exceeds the Group's interest in Kantar. No further losses are being recognised, and the Group will only resume recognising its share of profits after its share of profits equals the share of losses not previously recognised.

5. OUR PEOPLE

Our monthly average staff numbers by geographical distribution were as follows:

	2025	2024	2023
North America	20,384	22,474	23,562
United Kingdom	11,052	11,816	12,457
Western Continental Europe	21,053	22,533	23,580
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe	50,788	54,458	55,133
	103,277	111,281	114,732

Their reportable segment distribution was as follows:

	2025	20241	2023
Global Integrated Agencies	90,084	95,792	97,838
Public Relations	5,789	7,742	8,377
Specialist Agencies	7,404	7,747	8,517
	103,277	111,281	114,732

Note

12024 balances have been re-presented to reflect the reallocation of a number of businesses between Global Integrated Agencies, Specialist Agencies and Public Relations

At the end of 2025, staff numbers were 98,655 (2024: 108,044, 2023: 114,173).

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

5. OUR PEOPLE (CONTINUED)

Staff costs1 include:

	2025	2024	2023
	£m	£m	£m
Wages and salaries	5,165	5,622	5,879
Cash-based incentive plans	106	242	233
Share-based incentive plans (note 21)	73	109	140
Social security costs	656	692	715
Pension costs (note 22)	208	215	213
Severance	141	61	78
Other staff costs	734	820	879
	7,083	7,761	8,137

Note

1Additional staff costs of £13 million (2024: £137 million, 2023: £71 million) are included within Restructuring and transformation costs disclosed in note 3

Compensation for key management personnel includes:

	2025	2024	2023
	£m	£m	£m
Short-term employee benefits	21	27	28
Pensions and other post-retirement benefits	1	1	1
Share-based payments	13	19	30
	35	47	59

Key management personnel comprises the Board and the Executive Committee.

6. FINANCE AND INVESTMENT INCOME, FINANCE COSTS AND REVALUATION AND RETRANSLATION OF FINANCIAL INSTRUMENTS

Finance and investment income arise from:

	2025	2024	2023
	£m	£m	£m
Financial assets measured at amortised cost	62	123	111
Financial assets measured at fair value through profit and loss	13	11	13
Other interest income	3	3	3
	78	137	127

Finance costs arise from:

	2025	2024	2023
	£m	£m	£m
Interest on bank overdrafts, bonds and bank loans	245	309	273
Interest expense related to lease liabilities	98	98	106
Interest on other long-term employee benefits	5	6	6
Net interest expense on pension plans	4	4	4
	352	417	389

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

6. FINANCE AND INVESTMENT INCOME, FINANCE COSTS AND REVALUATION AND RETRANSLATION OF FINANCIAL INSTRUMENTS (CONTINUED)

Revaluation and retranslation of financial instruments include:

	2025	2024	2023
	£m	£m	£m
Movements in fair value of derivative financial instruments	22	(17)	(3)
Premium on the early repayment of bonds	—	(16)	—
Revaluation of investments and other assets held at fair value through profit or loss	4	(24)	(21)
Remeasurement of put options over non-controlling interests	(7)	(10)	(1)
Revaluation of contingent consideration liabilities	1	1	51
Retranslation of financial instruments	(36)	16	(19)
Net revaluation and retranslation of financial instrument (loss)/gain	(16)	(50)	7

7. TAXATION

In 2025, the effective tax rate on profit before taxation was 231.3% (2024: 39.0%, 2023: 43.1%).

The tax charge comprises:

	2025	2024	2023
	£m	£m	£m
Corporation tax
Current year	354	466	433
Prior years	(35)	(42)	(86)
	319	424	347
Deferred tax
Current year	(38)	6	(197)
Prior years	22	(28)	(1)
	(16)	(22)	(198)
Tax charge	303	402	149

The tax charge for 2025 includes the Group's assessment of the impact of OECD Pillar Two income taxes, which was insignificant to the tax charge. The IAS 12 exception to recognise deferred tax assets and liabilities related to Pillar Two income taxes has been applied.

The corporation tax credit for prior years in 2025, 2024 and 2023 primarily comprises the movement in provisions for tax uncertainties due to expiry of relevant statutes of limitations and reassessment of existing exposures.

In 2023, the current year deferred tax credit of £197 million reflected the tax impact of accelerated amortisation of intangible assets as a result of the creation of VML.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

7. TAXATION (CONTINUED)

The tax charge for the year can be reconciled to profit before taxation in the consolidated income statement as follows:

	2025	2024	2023
	m	m	m
Profit before taxation	131	1,031	346
Tax at the corporation tax rate of 25.0%1	33	258	81
Tax effect of earnings from associates	(9)	(9)	(15)
Irrecoverable withholding taxes	31	29	35
Tax effect of items that are not deductible in determining taxable profits	59	101	39
Tax effect of non-deductible goodwill impairment	166	65	16
Effect of different tax rates in subsidiaries operating in other jurisdictions	10	18	42
Origination and reversal of unrecognised temporary differences	5	(10)	9
Tax losses not recognised or utilised in the year	32	21	44
Utilisation of tax losses not previously recognised	(12)	(6)	(15)
Net release of prior year provisions in relation to acquired businesses	(1)	—	(4)
Other prior year adjustments	(12)	(70)	(83)
Impact of OECD Pillar Two income taxes	1	5	—
Tax charge	303	402	149
Effective tax rate on profit before tax	231.3	39.0	43.1

All values are in British Pounds.

Note

1As the Group is subject to the tax rates of more than one country, it has chosen to present its reconciliation of the tax charge using the UK corporation tax rate of 25.0% (2024: 25.0%, 2023: 23.5%)

FACTORS AFFECTING THE TAX CHARGE IN FUTURE YEARS

The tax charge may be affected by the impact of acquisitions, disposals and other corporate restructurings, the resolution of open tax issues, and the ability to use brought forward tax losses. Changes in local or international tax rules, and changes arising from the application of existing rules, new demands and assessments or challenges by tax authorities, may expose the Group to additional tax liabilities or impact the carrying value of deferred tax assets, which could affect the future tax charge.

Liabilities relating to open and judgemental matters are based upon an assessment of whether the tax authorities will accept the position taken, after considering external advice where appropriate. Where the final tax outcome of these matters is different from the amounts which have been recorded, such differences will impact the current and deferred income tax assets and liabilities in the period in which such determination is made. The Group does not currently consider that judgements made in assessing tax liabilities have a significant risk of resulting in any material additional charges or credits in respect of these matters within the next financial year.

TAX RISK MANAGEMENT

The Group looks to maintain open and transparent relationships with the tax authorities and relevant government representatives in the jurisdictions in which the Group operates. We maintain active engagement with a wide range of international companies and business organisations with similar issues. We engage advisors and legal counsel to obtain opinions on tax legislation and principles. We have a Tax Risk Management Strategy in place which sets out the controls established and our assessment procedures for decision-making and how we monitor tax risk. We monitor proposed changes in taxation legislation and ensure these are taken into account when we consider our future business plans. Our Directors are informed by management of any significant tax law changes, the nature and status of any significant ongoing tax audits, and other developments that could materially affect the Group’s tax position.

8. (LOSS)/EARNINGS PER SHARE ("EPS")

BASIC EPS

The calculation of basic EPS is as follows:

	2025	2024	2023
(Loss)/profit for the year attributable to equity holders of the parent (£ million)	(215)	542	110
Weighted average number of shares used in basic EPS calculation (million)	1,076	1,077	1,072
Basic EPS	(20.0p)	50.3p	10.3p

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

8. (LOSS)/EARNINGS PER SHARE (CONTINUED)

DILUTED EPS

The calculation of diluted EPS is as follows:

	2025	2024	2023
(Loss)/profit for the year attributable to equity holders of the parent (£ million)	(215)	542	110
Weighted average number of shares used in diluted EPS calculation (million)1	1,076	1,097	1,094
Diluted EPS	(20.0p)	49.4p	10.1p

1 The weighted average number of shares used in the basic EPS calculation for 2025 has also been used for the diluted EPS calculation due to the anti-dilutive effect of the weighted average number of shares calculated for the diluted EPS calculation

A reconciliation between the shares used in calculating basic and diluted EPS is as follows:

	2025	2024	2023
	m	m	m
Weighted average number of shares used in basic EPS calculation	1,076	1,077	1,072
Dilutive share options outstanding	—	—	1
Other potentially issuable shares	—	20	21
Weighted average number of shares used in diluted EPS calculation	1,076	1,097	1,094

At 31 December 2025, options to purchase 29 million ordinary shares (2024: 28 million, 2023: 25 million) were outstanding, but were excluded from the computation of diluted earnings per share because the effect was anti-dilutive or the exercise prices of these options were greater than the average market price of the Group’s shares and, therefore, their inclusion would have been accretive.

At 31 December 2025 there were 1,091,394,251 (2024: 1,091,394,251, 2023: 1,141,513,196) ordinary shares in issue, including 12,591,893 treasury shares (2024: 12,591,893, 2023: 66,675,497).

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

9. ANALYSIS OF CASH FLOWS

The following tables analyse the net cash inflow from operating activities presented within the main cash flow statement.

Net cash inflow from operating activities:

	2025	2024	2023
	£m	£m	£m
(Loss)/profit for the year	(172)	629	197
Taxation	303	402	149
Revaluation and retranslation of financial instruments	16	50	(7)
Finance costs	352	417	389
Finance and investment income	(78)	(137)	(127)
Earnings from associates	(39)	(36)	(70)
Operating profit	382	1,325	531
Adjustments for:
Non-cash share-based incentive plans (including share options)	73	109	140
Depreciation of property, plant and equipment	142	156	165
Depreciation of right-of-use assets	201	213	257
Goodwill impairment	641	237	63
Property-related impairment charges	114	3	185
Other impairment charges	5	26	18
Amortisation and impairment of acquired intangible assets	61	93	728
Amortisation of other intangible assets	43	32	25
Gains on disposal of investments and subsidiaries	(6)	(322)	(7)
Gains on disposal of property, plant and equipment	—	(7)	—
Other transaction costs	—	10	—
Operating cash flow before movement in working capital and provisions	1,656	1,875	2,105
Decrease in trade receivables and accrued income	307	309	232
(Decrease)/increase in trade payables	(390)	31	(238)
(Increase)/decrease in other receivables	(108)	16	125
Decrease in other payables	(110)	(240)	(445)
Increase in provisions	10	69	66
Cash generated by operations	1,365	2,060	1,845
Corporation and overseas tax paid	(398)	(392)	(395)
Interest paid on lease liabilities	(95)	(95)	(103)
Other interest and similar charges paid	(282)	(306)	(275)
Interest received	97	109	116
Investment income	13	11	13
Dividends from associates	45	31	43
Contingent consideration liability payments recognised in operating activities1	(21)	(10)	(6)
Net cash inflow from operating activities	724	1,408	1,238

Note

1Contingent consideration liability payments in excess of the amount determined at acquisition are recorded as operating activities

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

9. ANALYSIS OF CASH FLOWS (CONTINUED)

Acquisitions and disposals:
	2025	2024	2023
	£m	£m	£m
Initial cash consideration	(133)	(47)	(227)
Cash and cash equivalents acquired	1	14	23
Contingent consideration payments recognised in investing activities1	(44)	(87)	(53)
Purchase of other investments (including associates)	(7)	(33)	(10)
Acquisitions	(183)	(153)	(267)
Proceeds on disposal of investments and subsidiaries2	15	646	100
Cash and cash equivalents disposed	(1)	(93)	(1)
Disposals of investments and subsidiaries	14	553	99
Cash consideration received from non-controlling interests	—	—	46
Cash consideration for purchase of non-controlling interests	(8)	(87)	(16)
Cash consideration (for)/from non-controlling interests3	(8)	(87)	30
Net acquisition payments and disposal proceeds	(177)	313	(138)

Notes

1Contingent consideration payments in excess of the amount determined at acquisition are recorded as operating activities

2Proceeds on disposal of investments and subsidiaries include return of capital from investments in associates

3Cash consideration for/from non-controlling interests is included within financing activities

Share repurchases and buybacks:
	2025	2024	2023
	£m	£m	£m
Purchase of own shares by ESOP trusts	(97)	(82)	(54)
Net cash outflow	(97)	(82)	(54)

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

10. LEASES

The movements in 2025 and 2024 were as follows:

Right-of-use assets	Land and<br>buildings<br>£m	Plant and<br>machinery<br>£m	Total<br>£m
1 January 2024	1,309	73	1,382
Additions	334	24	358
Disposals	(82)	(21)	(103)
Depreciation of right-of-use assets	(197)	(16)	(213)
Impairment charges included within restructuring costs	(1)	—	(1)
Exchange adjustments	(35)	(3)	(38)
31 December 2024	1,328	57	1,385
Additions	187	12	199
Disposals	(42)	(4)	(46)
Depreciation of right-of-use assets	(186)	(15)	(201)
Impairment charges included within restructuring costs	(28)	—	(28)
Exchange adjustments	5	3	8
31 December 2025	1,264	53	1,317

The movements in 2025 and 2024 were as follows:

Lease liabilities	Land and<br>buildings<br>£m	Plant and<br>machinery<br>£m	Total<br>£m
1 January 2024	2,078	76	2,154
Additions	291	16	307
Interest expense related to lease liabilities	95	3	98
Disposals	(105)	(21)	(126)
Repayment of lease liabilities (including interest)	(359)	(18)	(377)
Exchange adjustments	(33)	(3)	(36)
31 December 2024	1,967	53	2,020
Additions	180	12	192
Interest expense related to lease liabilities	96	2	98
Disposals	(56)	(3)	(59)
Repayment of lease liabilities (including interest)	(321)	(16)	(337)
Exchange adjustments	(21)	3	(18)
31 December 2025	1,845	51	1,896

The following table shows the breakdown of the lease expense between amounts charged to operating profit and amounts charged to finance costs:

	2025	2024	2023
	£m	£m	£m
Depreciation of right-of-use assets:
Land and buildings	(186)	(197)	(236)
Plant and machinery	(15)	(16)	(21)
Impairment charges	(28)	(1)	(129)
Short-term lease expense	(16)	(21)	(22)
Low-value lease expense	(2)	(2)	(3)
Variable lease expense	(39)	(48)	(45)
Sublease income	20	20	17
Charge to operating profit	(266)	(265)	(439)
Interest expense related to lease liabilities	(98)	(98)	(106)
Charge to profit before taxation for leases	(364)	(363)	(545)

Variable lease payments primarily include real estate taxes and insurance costs.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

10. LEASES (CONTINUED)

The maturity of lease liabilities at 31 December 2025 and 2024 were as follows:

	2025	2024
	£m	£m
Within one year	325	353
Between one and two years	294	307
Between two and three years	265	281
Between three and four years	241	256
Between four and five years	202	235
Over five years	1,124	1,260
	2,451	2,692
Effect of discounting	(555)	(672)
Lease liability at end of year	1,896	2,020
Short-term lease liability	223	240
Long-term lease liability	1,673	1,780

The total committed undiscounted future cash flows for leases not yet commenced at 31 December 2025 is £70 million (2024: £114 million).

The Group subleases certain properties, which are treated as finance subleases when the arrangement transfers substantially all the risks and rewards of ownership of the asset. At 31 December 2025, the net investment in sublease balance of £54 million is recognised within other receivables (2024: £59 million).

The Group does not face a significant liquidity risk with regard to its lease liabilities. Refer to note 23 for management of liquidity risk.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

11. INTANGIBLE ASSETS

GOODWILL

The movements in 2025 and 2024 were as follows:

	£m
Cost
1 January 2024	11,979
Additions1	27
Disposals	(466)
Exchange adjustments	(146)
31 December 2024	11,394
Additions1	91
Disposals	—
Exchange adjustments	(217)
31 December 2025	11,268		Accumulated impairment losses
---	---
1 January 2024	3,590
Impairment losses for the year	237
Exchange adjustments	(43)
31 December 2024	3,784
Impairment losses for the year	641
Exchange adjustments	(103)
December 31, 2025	4,322		Net book value
---	---
31 December 2025	6,946
31 December 2024	7,610
1 January 2024	8,389

Note

1Additions represent goodwill arising on the acquisition of subsidiary undertakings including the effect of any revisions to fair value adjustments that had been determined provisionally at the immediately preceding balance sheet date, as permitted by IFRS 3 'Business Combinations'. The effect of such revisions was not material in either year presented

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

11. INTANGIBLE ASSETS (CONTINUED)

OTHER INTANGIBLE ASSETS

The movements in 2025 and 2024 were as follows:

	Brands<br>with an<br>indefinite<br>useful life	Acquired<br>intangibles	Internally generated intangibles and other2	Total
	£m	£m	£m	£m
Cost
1 January 2024	472	1,814	280	2,566
Additions	—	—	47	47
Disposals and derecognition	(2)	(820)	(38)	(860)
Acquisitions	—	17	—	17
Other movements1	—	14	6	20
Exchange adjustments	(1)	(12)	—	(13)
31 December 2024	469	1,013	295	1,777
Additions	—	—	95	95
Disposals and derecognition	—	(234)	(34)	(268)
Acquisitions	—	32	—	32
Exchange adjustments	(17)	(19)	(8)	(44)
31 December 2025	452	792	348	1,592
Accumulated amortisation and impairment
1 January 2024	60	1,470	186	1,716
Charge for the year	—	93	32	125
Other movements1	—	—	1	1
Disposals and derecognition	—	(759)	(37)	(796)
Exchange adjustments	—	(7)	1	(6)
31 December 2024	60	797	183	1,040
Charge for the year	—	61	43	104
Other movements1	—	—	8	8
Disposals and derecognition	—	(234)	(34)	(268)
Exchange adjustments	(3)	(17)	(6)	(26)
31 December 2025	57	607	194	858		Net book value
---	---	---	---	---
31 December 2025	395	185	154	734
31 December 2024	409	216	112	737
1 January 2024	412	344	94	850

Notes

1Other movements in acquired intangibles include revisions to fair value adjustments that are not material arising on the acquisition of subsidiary undertakings that had been determined provisionally at the immediately preceding balance sheet date, as permitted by IFRS 3 'Business Combinations'

2Other intangible assets are primarily comprised of purchased software

Acquired intangible assets at net book value at 31 December 2025 include brand names of £60 million (2024: £83 million), customer-related intangibles of £33 million (2024: £50 million) and other assets (including proprietary tools) of £92 million (2024: £83 million).

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

11. INTANGIBLE ASSETS (CONTINUED)

Goodwill and other relevant assets are grouped at the lowest levels for which there are separately identifiable cash flows, known as cash-generating units (CGUs). The determination of the Group's CGUs is primarily aligned with its operating segments. If cash flows from assets within one operating segment are largely independent of the cash flows from other assets in the same operating segment, multiple CGUs are identified within that operating segment. Goodwill is tested for impairment at the individual CGU or a group of CGUs where that is the lowest level at which goodwill is monitored by management and this level is not larger than an operating segment.

CGUs with significant goodwill and brands with an indefinite useful life at 31 December are:

	Goodwill1		Brands with an indefinite useful life
	2025	2024	2025	2024
	£m	£m	£m	£m
WPP Media	3,308	3,200	—	—
VML	1,873	1,905	—	—
Ogilvy3	617	795	206	212
Burson	718	746	106	111
Hill & Knowlton4	—	—	32	33
AKQA2	87	435	—	—
Landor	70	89	51	53
Other	273	440	—	—
	6,946	7,610	395	409

Notes

1Certain operations have been realigned between the various networks. These realignments have been reflected in the CGUs tested for impairment. The most significant realignments are detailed below

2Following the announcement to separate AKQA and Grey (previously the AKQA Group) in the second quarter of 2025, goodwill was reallocated to the separate AKQA and Grey CGUs

3Following the announcement to merge Grey into the Ogilvy CGU in the second quarter of 2025, goodwill for these businesses was combined within the Ogilvy CGU effective 1 July 2025, when the merger formally completed. At 30 June 2025, Grey and Ogilvy were separate CGUs with goodwill of £156 million and £834 million respectively

4Following the announcement to merge BCW and Hill & Knowlton in January 2024, goodwill for these businesses was combined within the Burson CGU effective 1 July 2024, when the merger formally completed. Indefinite lived brands associated with Hill & Knowlton and Burson continued to be identified in separate CGUs during 2025

'Other' represents goodwill on a number of CGUs, none of which contain goodwill that is individually material in comparison to the total carrying value of goodwill. Separately identifiable brands with an indefinite useful life are carried at historical cost in accordance with the Group’s accounting policy for intangible assets.

IMPAIRMENT ASSESSMENT PROCESS

Due to the significant number of CGUs across the Group, the goodwill impairment testing was performed in two steps. In the first step, a discounted cash flow was used to determine the value in use (VIU) for each CGU using conservative cash flow projections to 2029, 1.0% growth rate thereafter (2024: nil) and a conservative pre-tax discount rate of 13.9% (2024: 13.3%). The pre-tax discount rate of 13.9% was above the rate calculated for the global networks of 12.9% (2024: 12.3%). For smaller CGUs that operate primarily in a particular region subject to higher risk, the greater of 13.9% or 100 basis points above the regional discount rate was used in the first step.

The VIU for each CGU was then compared to the carrying amount, which includes goodwill, intangible assets and other relevant assets. CGUs where the VIU exceeded the carrying amount were not considered to be impaired. Those CGUs where the VIU did not exceed the carrying amount were then further reviewed in the second step.

In the second step, these CGUs were retested for impairment using more refined assumptions. This included using a CGU-specific pre-tax discount rate and management forecasts for a projection period of up to five years, followed by an assumed long-term growth rate of 2.0% (2024: 2.0%). If the higher of the fair value less costs of disposal (FVLCD) or VIU using the more specific assumptions did not exceed the carrying value of a CGU, an impairment charge was recorded.

In 2025, FVLCD was used for all CGUs with a significant carrying amount of goodwill other than WPP Media, which was valued on a VIU basis. All brands with an indefinite useful life were valued on a VIU basis other than Landor, which was valued on a FVLCD basis. In 2024, VIU was used for all CGUs with significant carrying amounts of goodwill or brands with an indefinite useful life other than AKQA Group and Landor, which were valued on a FVLCD basis.

The assumptions used for estimating cash flow projections in the Group’s impairment testing include forecasted revenue less pass-through costs, operating margins, long-term growth rate and discount rates. The assumptions take into account the business’s expectations for the projection period. These expectations consider the macro economic environment, industry and market conditions, the CGU’s historical performance and any other circumstances particular to the business, such as business strategy and client mix.

The discount rates were determined with the support of a third-party expert, which included benchmarking against other comparable companies. The pre-tax discount rate applied to the pre-tax cash flow projections for the CGUs that operate globally was 12.9% (2024: 12.3%). The pre-tax discount rates applied to the CGUs that have more regional-specific operations ranged from 12.0% (2024: 11.5%) to 18.5% (2024: 18.4%). For CGUs with significant carrying value where the FVLCD method was used in 2025, post-tax discount rates ranging from 10.25% to 11.75% (2024: 10.5%) were applied to post-tax cash flows.

The long-term growth rate is derived from management’s best estimate of the likely long-term trading performance with reference to external industry reports and other relevant market trends, as well as the support of a third-party expert. For the 2025 annual impairment review, the Group has assumed a long-term

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11. INTANGIBLE ASSETS (CONTINUED)

growth rate of 2.0% (2024: 2.0%) for CGUs using both FVLCD and VIU methods. Management is satisfied with the reasonableness of the long-term growth rate when compared against independent market-growth projections and long-term country inflation rates.

The recoverable amount for CGUs assessed under the FVLCD method was calculated using a discounted cash flow approach, for a projection period up to five years, adjusted to reflect a market participant's perspective. Assumptions used include, but are not limited to, forecasted revenue less pass-through costs and operating margins, long-term growth rates and post-tax discount rate, and have been determined using the same approach described above for VIU, adjusted as required for FVLCD. These assumptions are considered level 3 in the fair value hierarchy.

IMPAIRMENT CHARGES

In accordance with the Group’s accounting policy, the carrying values of goodwill and intangible assets with indefinite useful lives are reviewed for impairment annually or more frequently if events or changes in circumstances indicate that the asset may be impaired. The impairment review is undertaken annually on 30 September.

In 2025, goodwill impairment charges of £641 million were recognised. This primarily relates to the Ogilvy (£393 million), AKQA (£123 million) and Grey (£58 million) CGUs, all of which are within the Global Integrated Agencies reportable segment. After their separation, AKQA and Grey were tested separately for impairment at 30 June 2025. Grey was then integrated and assessed as part of the wider Ogilvy CGU in the second half of 2025. AKQA remains a separate CGU.

In 2024, the £237 million goodwill impairment charge primarily related to the previous AKQA Group CGU (£158 million).

The £393 million impairment to the Ogilvy CGU, including Grey, recognised in the second half of 2025 reflects weaker trading performance compared with prior expectations. The downturn in trading was caused by macro economic pressures and uncertainty, partly driven by the introduction of new global tariffs during the year that weighed on client spending. The second half of 2025 saw a more severe than previously anticipated decline in client discretionary spend which impacted project win rates and the level of net new business.

The factors described above also led to an impairment of £123 million of the AKQA CGU, of which £58 million was recognised in the first half of 2025. The incremental £65 million recognised in the second half of 2025 reflected a further continuation of these factors along with a specific global client loss.

The recoverable amounts of the Ogilvy and AKQA CGUs are £948 million and £111 million, respectively. The recoverable amounts for Ogilvy and AKQA were calculated on a FVLCD basis, determined using a discounted cash flow approach with future cash flows based upon a projection period of five years. Post-tax discount rates of 11.75% (2024: 10.5%) and 10.75% (2024: 10.5%) were applied to determine the Ogilvy and AKQA recoverable amounts, respectively. Cash flows beyond the projection period are based on a long-term growth rate of 2.0% (2024: 2.0%). These key inputs are considered level 3 in the fair value hierarchy.

The determination of the recoverable amounts for Ogilvy and AKQA in the 2025 impairment assessment incorporates certain assumptions, some of which are subject to considerable uncertainty. These assumptions include, but are not limited to, forecasted revenue less pass-through costs and operating margins, long-term growth rates and post-tax discount rate.

The key inputs, which are considered level 3 in the fair value hierarchy, used in determining the recoverable amount were determined as follows:

•Long-term growth rate, aligned to the Group’s expected long-term growth.

•Forecasted revenue less pass-through costs and operating margins for five years, based on values determined by the Group’s budgeting and strategic planning process, adjusted to reflect a market participant's perspective, and representing operating margins broadly aligned to recent historical levels given weaker performance in 2025.

•Discount rate, calculated based on the Group’s estimated weighted average cost of capital, with reference to the Group’s long-term average cost of debt and estimated cost of equity, which is derived with reference to external sources of information and the Group’s target gearing ratio, adjusted for specific risk factors relevant to the CGU.

The impairment charges for both AKQA and Ogilvy are sensitive to changes in long-term operating margins. The charge for Ogilvy is also sensitive to changes in revenue less pass-through costs growth rates, discount rate and long-term growth rate. If long-term operating margins in future periods were two percentage points lower than current expectations, additional goodwill impairment charges of £105 million for Ogilvy and £22 million for AKQA would be recognised.

For Ogilvy, if revenue less pass-through costs growth rates in future periods were reduced by one percentage point, with a corresponding impact on operating margins being reflected, an additional impairment charge of £54 million would be recognised. If the Ogilvy discount rate was one percentage point higher, an additional goodwill impairment charge of £77 million would be recognised. If the Ogilvy long-term growth rate decreased from 2.0% to 1.0%, an additional impairment charge of £57 million would be recognised.

Other than described above, there are no CGUs or goodwill balances, including all other CGUs impaired in the year, for which a reasonably possible change in key assumptions would lead to a further significant impairment charge or for a CGU's recoverable amount to be equal to its carrying amount.

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12. PROPERTY, PLANT AND EQUIPMENT

The movements in 2025 and 2024 were as follows:

	Land	Freehold<br>buildings	Leasehold<br>buildings	Fixtures,<br>fittings<br>and<br>equipment	Computer<br>equipment	Total
	£m	£m	£m	£m	£m	£m
Cost
1 January 2024	12	34	1,061	119	390	1,616
Additions	—	2	69	15	76	162
Disposals and derecognition	(3)	(4)	(158)	(58)	(83)	(306)
Reclassification	(64)	64	—	—	—	—
Exchange adjustments	91	48	(11)	(7)	4	125
31 December 2024	36	144	961	69	387	1,597
Additions	—	3	29	16	43	91
Disposals and derecognition	(1)	(9)	(64)	(30)	(89)	(193)
Exchange adjustments	(8)	(11)	(29)	6	(6)	(48)
31 December 2025	27	127	897	61	335	1,447
Accumulated depreciation and impairment
1 January 2024	—	3	480	45	260	788
Charge for the year	—	1	65	23	67	156
Impairment charges included within restructuring costs	—	—	2	—	—	2
Disposals and derecognition	—	(2)	(120)	(52)	(80)	(254)
Exchange adjustments	—	—	15	(9)	(10)	(4)
31 December 2024	—	2	442	7	237	688
Charge for the year	—	—	60	19	63	142
Impairment charges included within restructuring costs	12	60	13	—	1	86
Disposals and derecognition	—	(4)	(54)	(27)	(88)	(173)
Exchange adjustments	—	—	(17)	1	(4)	(20)
31 December 2025	12	58	444	—	209	723
Net book value
31 December 2025	15	69	453	61	126	724
31 December 2024	36	142	519	62	150	909
1 January 2024	12	31	581	74	130	828

At 31 December 2025, capital commitments contracted, but not provided for in respect of property, plant and equipment, were £33 million (2024: £14 million).

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13. INTERESTS IN ASSOCIATES AND OTHER INVESTMENTS

The movements in 2025 and 2024 were as follows:

	Interests in<br><br>associates	Other<br>investments
	£m	£m
1 January 2024	287	333
Additions	—	24
Share of profits of associates	34	—
Dividends	(29)	—
Other movements1	3	62
Exchange adjustments	(9)	—
Disposals	(10)	—
Revaluation of other investments through profit or loss	—	(14)
Revaluation of other investments through other comprehensive income	—	(7)
Impairment charges	(23)	—
31 December 2024	253	398
Additions	3	9
Share of profits of associates	37	—
Dividends	(43)	—
Other movements	(1)	(8)
Exchange adjustments	(10)	(15)
Disposals	(3)	—
Revaluation of other investments through profit or loss	—	4
Revaluation of other investments through other comprehensive income	—	(54)
Impairment charges	(5)	—
31 December 2025	231	334

Note

1Other movements in 2024 predominantly relates to a not material reclassification of investment funds from 'Trade and other receivables' to 'Other investments'

Interests in joint ventures are not material and none of the Group's associates are individually material at 31 December 2025.

The investments included above as 'Other investments' predominantly represent investments in equity securities that present the Group with the opportunity for returns through dividend income and trading gains. They have no fixed maturity or coupon rate. The fair values of the listed securities are based on quoted market prices at the balance sheet date. For unlisted securities, where market value is not available, the Group has estimated relevant fair values on the basis of the latest funding rounds or other external sources where required.

The carrying values of the Group’s associates are reviewed for impairment in accordance with the Group’s accounting policies.

AGGREGATE INFORMATION OF ASSOCIATES THAT ARE NOT INDIVIDUALLY MATERIAL

The following table presents a summary of the aggregate financial performance of the Group’s associates.

	2025	2024	2023
	£m	£m	£m
Earnings from associates (note 4)	39	36	70
Share of other comprehensive loss of associates	—	—	(1)
Share of total comprehensive earnings of associates	39	36	69

The application of equity accounting is ordinarily discontinued when the investment is reduced to nil and additional losses are not provided for unless the Group has guaranteed obligations of the investee or is otherwise committed to provide further financial support for the investee.

At 31 December 2025, share of losses of £79 million (2024: £57 million, 2023: £30 million) for the US and £230 million (2024: £196 million, 2023: £138 million) for the Rest of World have not been recognised in relation to Kantar, as the investment was reduced to nil in 2022.

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14. DEFERRED TAX

The Group’s deferred tax assets and liabilities are measured at the end of each period in accordance with IAS 12 Income Taxes. The recognition of deferred tax assets is determined by reference to the Group’s estimate of recoverability, using models, where appropriate, to forecast future taxable profits.

Deferred tax assets have only been recognised for territories where the Group considers that it is probable that all or a portion of the deferred tax assets will be realised. The main factors that we consider include:

–the future earnings potential determined through the use of internal forecasts;

–the cumulative losses in recent years;

–the various jurisdictions in which the potential deferred tax assets arise;

–the history of losses carried forward and other tax assets expiring;

–the timing of future reversal of taxable temporary differences;

–the expiry period associated with the deferred tax assets; and

–the nature of the income that can be used to realise the deferred tax asset.

If it is probable that some portion of these assets will not be realised, no asset is recognised in relation to that portion.

If market conditions improve and future results of operations exceed our current expectations, our existing recognised deferred tax assets may be adjusted, resulting in future tax benefits. Alternatively, if market conditions deteriorate further or future results of operations are less than expected, future assessments may result in a determination that some or all of the deferred tax assets are not realisable. As a result, all or a portion of the deferred tax assets may need to be reversed.

The following is the analysis of the deferred tax balances:

	Gross	Offset of balances arising from a single transaction1	Gross balances before offset within countries	Offset within countries	As reported
2025	£m	£m	£m	£m	£m
Deferred tax assets	610	(67)	543	(251)	292
Deferred tax liabilities	(464)	67	(397)	251	(146)
	146	—	146	—	146			Gross	Offset of balances arising from a single transaction1	Gross balances before offset within countries	Offset within countries	As reported
---	---	---	---	---	---
2024	£m	£m	£m	£m	£m
Deferred tax assets	661	(93)	568	(245)	323
Deferred tax liabilities	(480)	93	(387)	245	(142)
	181	—	181	—	181

Note

1The Group has applied deferred tax related to assets and liabilities arising from a single transaction (Amendments to IAS 12). Transactions which give rise to the recognition of an asset and a liability on the Group’s balance sheet, including leases for which the Group recognises a right-of-use asset and a lease liability, lead to taxable and deductible temporary differences in certain jurisdictions. The resulting deferred tax assets and deferred tax liabilities arising from these temporary differences have been offset and reported net on the Group’s balance sheet

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14. DEFERRED TAX (CONTINUED)

The following are the movements in the gross deferred tax assets before offset within countries recognised by the Group in 2025 and 2024:

	Deferred<br>compensation	Accounting<br>provisions<br>and accruals	Retirement<br>benefit<br>obligations	Plant and equipment	Property	Tax<br>losses<br>and<br>credits	Share-<br>based<br>payments	Restructuring<br>provisions	Other<br>temporary<br>differences	Total
	£m	£m	£m	£m	£m	£m	£m	£m	£m	£m
1 January 2024	65	132	50	36	56	104	35	107	5	590
(Charge)/credit to income	(10)	(15)	2	(3)	(12)	35	(2)	(5)	6	(4)
Credit to other comprehensive income	—	—	2	—	—	—	—	—	—	2
Credit to equity	—	—	—	—	—	—	1	—	—	1
Disposal of subsidiaries	(2)	(1)	—	—	—	—	(2)	—	—	(5)
Exchange differences and other movements	(2)	(2)	(2)	(1)	4	—	—	(13)	—	(16)
31 December 2024	51	114	52	32	48	139	32	89	11	568
Acquisition of subsidiaries	—	—	—	—	—	—	—	—	(1)	(1)
(Charge)/credit to income	(17)	37	(3)	(7)	8	(5)	(19)	(5)	16	5
Credit to other comprehensive income	—	—	—	—	—	—	—	—	—	—
Charge to equity	—	—	—	—	—	—	(2)	—	—	(2)
Exchange differences and other movements	(5)	(2)	(2)	—	19	(8)	(1)	(16)	(12)	(27)
31 December 2025	29	149	47	25	75	126	10	68	14	543

Other temporary differences comprise a number of items, none of which is individually significant to the Group’s consolidated balance sheet. At 31 December 2025, the balance related to temporary differences in relation to revenue adjustments, tax deductible goodwill, fair value adjustments and other temporary differences.

Included in the table above is a deferred tax asset that has arisen in the UK in respect of tax losses of £74m (2024: £76m).

The recoverability of this UK deferred tax asset has been assessed by considering underlying 2025 taxable profits and extended thereafter using a number of different modelling scenarios which all led the Group to conclude that it is probable that sufficient taxable profits will arise in the UK to utilise the losses and the deferred tax asset. This included conservatively modelling flat taxable profits which concluded that the deferred tax asset could be recovered within nine years (2024: six years). As a result the deferred tax asset has been recognised in full.

If future taxable profits were lower than modelled, the period over which the deferred tax asset could be recovered would extend. A reduction in UK taxable profits of approximately 10% could increase the recoverability period by a further one year. As UK tax losses can be carried forward indefinitely, there is no expectation that there will be a material write-down of the carrying value of the deferred tax asset.

The recoverability of the deferred tax asset could be affected by future changes in tax legislation. However, no changes that would impact the utilisation of UK tax losses have been substantively enacted at the balance sheet date.

In addition, the Group has recognised the following movements in the gross deferred tax liabilities before offset within countries in 2025 and 2024:

	Brands<br>and other<br>intangibles	Associate<br>earnings	Goodwill	Plant and equipment	Other<br>temporary<br>differences	Total
	£m	£m	£m	£m	£m	£m
1 January 2024	195	19	181	22	28	445
Acquisition of subsidiaries	8	—	—	—	—	8
(Credit)/charge to income	(28)	(6)	8	7	(7)	(26)
Disposal of subsidiaries	(15)	—	(18)	(1)	—	(34)
Exchange differences and other movements	—	1	3	(12)	2	(6)
31 December 2024	160	14	174	16	23	387
Acquisition of subsidiaries	8	—	—	—	—	8
(Credit)/charge to income	(16)	—	8	(2)	(1)	(11)
Disposal of subsidiaries	—	—	—	—	—	—
Exchange differences and other movements	(5)	(1)	12	10	(3)	13
31 December 2025	147	13	194	24	19	397

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14. DEFERRED TAX (CONTINUED)

Other temporary differences comprise a number of items none of which is individually significant to the Group's consolidated balance sheet. At 31 December 2025 the balance related to temporary differences in relation to unremitted earnings of subsidiaries and other temporary differences.

At the balance sheet date, the Group has deductible temporary differences of £10,456 million (2024: £10,040 million) available for offset against future profits. Deferred tax assets have been recognised in respect of the tax benefit of £2,143 million (2024: £2,313 million) of such deductible temporary differences. No deferred tax asset has been recognised in respect of the remaining £8,313 million (2024: £7,727 million) of deductible temporary differences as the Group considers that there will not be enough taxable profits in the entities concerned such that any additional asset could be considered recoverable. Included in the total unrecognised temporary differences are losses of £1,501 million (2024: £77 million) that will expire within one to ten years, and £6,685 million (2024: £7,568 million) of losses that may be carried forward indefinitely.

At the balance sheet date, the aggregate amount of the temporary differences in relation to the investment in subsidiaries for which deferred tax liabilities have not been recognised was £1,243 million (2024: £1,286 million). No liability has been recognised in respect of these differences because the Group is in a position to control the timing of the reversal of the temporary differences and the Group considers that it is probable that such differences will not reverse in the foreseeable future.

15. TRADE AND OTHER RECEIVABLES

The following are included in trade and other receivables:

	2025	2024
Amounts to be realised within one year	£m	£m
Trade receivables (net of loss allowance)	6,089	6,487
Unbilled costs	189	238
VAT and sales taxes recoverable	380	323
Prepayments	205	221
Fair value of derivatives	3	1
Other receivables1	413	452
	7,279	7,722

Note

1This balance does not include any individually material items

The ageing of trade receivables by due date is as follows:

		Carrying amount at<br><br>31 December	Notpast due	Days past due
	0-30<br>days
2025		£m	m	m	m	m	£m	£m
Gross trade receivables		6,124	5,365	494	157	42	16	50
Expected credit losses		(35)	(1)	—	—	(3)	(10)	(21)
		6,089	5,364	494	157	39	6	29

All values are in British Pounds.

		Carrying amount at<br><br>31 December	Notpast due	Days past due
	0-30<br>days
2024		£m	m	m	m	m	£m	£m
Gross trade receivables		6,522	5,672	572	155	58	23	42
Expected credit losses		(35)	(1)	—	—	(2)	(9)	(23)
		6,487	5,671	572	155	56	14	19

All values are in British Pounds.

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15. TRADE AND OTHER RECEIVABLES (CONTINUED)

The expected credit loss is equivalent to 0.6% (2024: 0.5%) of gross trade receivables. Expected credit losses on unbilled costs and other receivables were not material for the years presented. The Group considers that the carrying amount of trade and other receivables approximates their fair value.

	2025	2024
Amounts to be realised after more than one year	£m	£m
Fair value of derivatives	77	4
Other receivables and prepayments1	195	170
	272	174

Note

1This balance does not include any individually material items

The Group has applied the practical expedient permitted by IFRS 15 to not disclose the transaction price allocated to performance obligations unsatisfied (or partially unsatisfied) as of the end of the reporting period as contracts typically have an original expected duration of a year or less.

16. TRADE AND OTHER PAYABLES: AMOUNTS FALLING DUE WITHIN ONE YEAR

The following are included in trade and other payables falling due within one year:

	2025	2024
	£m	£m
Trade payables	10,067	10,637
Deferred income and customer advances1	955	1,160
Contingent consideration liabilities	46	57
Deferred consideration liabilities	45	10
Liabilities in respect of put option agreements with vendors	24	1
Fair value of derivatives	4	32
Other payables and accruals2	2,268	2,319
	13,409	14,216

Notes

1Deferred income and customer advances, that was previously presented separately on the balance sheet, is included within Trade and other payables. The prior year comparative has been re-presented to include deferred income and customer advances

2This balance includes media rebates, staff costs, interest payable, indirect taxes payable and other individually not material items

The Group considers that the carrying amount of trade and other payables approximates their fair value.

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17. TRADE AND OTHER PAYABLES: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

The following are included in trade and other payables falling due after more than one year:

	2025	2024
	£m	£m
Contingent consideration liabilities	20	76
Deferred consideration liabilities	87	—
Liabilities in respect of put option agreements with vendors	58	66
Fair value of derivatives	1	25
Other payables and accruals	42	62
	208	229

The Group considers that the carrying amount of trade and other payables approximates their fair value. The Group's approach to contingent consideration liabilities is further described in note 23.

18. CASH AND CASH EQUIVALENTS

	2025	2024
	£m	£m
Cash at bank and deposits	2,226	1,983
Money market funds	468	655
Cash and cash equivalents as presented in the consolidated balance sheet	2,694	2,638
Bank overdrafts	(168)	(171)
Cash and cash equivalents as presented in the consolidated cash flow statement	2,526	2,467

Money market funds are held at fair value through profit and loss. Cash at bank and deposits are held at amortised cost and the carrying value approximates the fair value.

The Group operates in a number of territories where there are regulatory restrictions. As a result, £49 million (2024: £38 million) of cash included in cash and cash equivalents is restricted for use by the Group, yet is available for use in the relevant subsidiary’s day-to-day operations.

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19. BORROWINGS

	2025	2024
	£m	£m
Current
Bonds	654	413
Bank overdrafts	168	171
Total current borrowings	822	584
Non-current
Bonds	4,114	3,744
Total borrowings	4,936	4,328

The Group estimates that the fair value of bonds is £4,595 million at 31 December 2025 (2024: £3,964 million). The fair values of the bonds are based on quoted market prices and are within level 1 of the fair value hierarchy.

The carrying amount of the Group's other financial liabilities held at amortised cost approximate to their fair value.

BONDS

US$ bonds At 31 December 2025, the Group had in issue $93 million of 5.125% bonds due September 2042 and $220 million of 5.625% bonds due November 2043.

Eurobonds At 31 December 2025, the Group had in issue €750 million of 2.25% bonds due September 2026, €750 million of 2.375% bonds due May 2027, €550 million of 4.125% bonds due May 2028, €351 million of 3.625% bonds due September 2029, €600 million of 1.625% bonds due March 2030, €1,000 million of 3.625% bonds due June 2031 (issued in December 2025), and €500 million of 4% bonds due September 2033. In March 2025, €500 million of 1.375% bonds were repaid.

Sterling bonds At 31 December 2025, the Group had in issue £250 million of 3.75% bonds due May 2032 and £380 million of 2.875% bonds due September 2046.

REVOLVING CREDIT FACILITY

The Group has a five-year Revolving Credit Facility of $2.5 billion (2024: $2.5 billion) which matures in February 2031 following the final one-year extension option that was executed in February 2026. The Revolving Credit Facility has no financial covenants and remained undrawn at 31 December 2025 (2024: undrawn).

COMMERCIAL PAPER PROGRAMMES

The Group operates commercial paper programmes using its Revolving Credit Facility as a backstop. The average US commercial paper in issue in 2025 was $630 million (2024: $194 million) at an average interest rate of 4.62% (2024: 5.36%) inclusive of margin. The average Euro commercial paper in issue in 2025 was £298 million (2024: nil) at an average interest rate of 2.25% inclusive of margin and inclusive of the effect of currency swaps, where applicable. There were no US or Euro commercial paper outstanding at 31 December 2025.

ANALYSIS OF CHANGE IN FINANCING ACTIVITIES (INCLUSIVE OF LEASES)

The table below details changes arising from financing activities, including both cash and non-cash changes.

2025	Opening balance	Cash flow	Acquisition and disposal of subsidiaries	Foreign exchange	Interest and other	Closing balance
	£m	£m	£m	£m	£m	£m
Borrowings1	4,157	456	—	147	8	4,768
Derivatives (notes 15, 16 and 17)	52	(26)	—	(94)	(7)	(75)
Lease liabilities (note 10)2	2,020	(337)	2	(18)	229	1,896
Liabilities from financing activities	6,229	93	2	35	230	6,589
Cash and cash equivalents (note 18)3	(2,638)	(262)	1	20	185	(2,694)
Bank overdrafts	171	18	—	(21)	—	168
	3,762	(151)	3	34	415	4,063

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19. BORROWINGS (CONTINUED)

2024	Opening balance	Cash flow	Acquisition and disposal of subsidiaries	Foreign exchange	Interest and other	Closing balance
	£m	£m	£m	£m	£m	£m
Borrowings1	4,363	(27)	—	(163)	(16)	4,157
Derivatives (notes 15, 16 and 17)	(31)	(14)	—	60	37	52
Lease liabilities (note 10)2	2,154	(377)	—	(36)	279	2,020
Liabilities from financing activities	6,486	(418)	—	(139)	300	6,229
Cash and cash equivalents (note 18)3	(2,218)	(801)	79	105	197	(2,638)
Bank overdrafts	358	(172)	—	(15)	—	171
	4,626	(1,391)	79	(49)	497	3,762

Notes

1Borrowings as presented in this table includes bonds and excludes bank overdrafts. The interest and other amounts within borrowings comprises amortisation of capitalised borrowing costs

2Repayment of lease liabilities includes £95 million (2024: £95 million) of interest paid on lease liabilities recognised within net cash inflow from operating activities (note 9). Interest and other within lease liabilities comprises interest on leases, lease liability additions and disposals (note 10)

3Cash flow includes £185 million (2024: £197 million) of net cash interest paid recognised within net cash inflow from operating activities (note 9). The prior year table has been re-presented to show net interest paid and interest expense separately

20. PROVISIONS FOR LIABILITIES AND CHARGES

The movements in 2025 and 2024 were as follows:

	Employee <br>benefits<br>£m	Property<br>£m	Legal<br><br>£m	Other<br>£m	Total<br>£m
1 January 2024	153	99	35	18	305
Charged to the income statement	14	12	102	1	129
Utilised	(33)	(17)	—	—	(50)
Released to the income statement	—	(12)	(6)	(12)	(30)
Other movements	28	(10)	—	—	18
Exchange adjustments	2	(1)	1	1	3
31 December 2024	164	71	132	8	375
Charged to the income statement	4	14	49	2	69
Utilised	(32)	(18)	—	—	(50)
Released to the income statement	—	(10)	(2)	—	(12)
Other movements	21	(3)	(25)	(2)	(9)
Exchange adjustments	(11)	(2)	(1)	—	(14)
31 December 2025	146	52	153	8	359
	2025	2024
---	---	---
	£m	£m
Current	160	143
Non-current	199	232
	359	375

Employee benefits relate to employee entitlements where there is uncertainty over the timing or amount of the settlement. The majority of this provision relates to various employee entitlements in the US. It is anticipated that these costs will be incurred when employees choose to take their benefits or depart from the Group.

Property provisions relate primarily to onerous property contracts and decommissioning where the Group has the obligation to make-good its leased properties. Where the Group has made a decision to exit a leased property, onerous property contract provisions do not include rent in accordance with

IFRS 16 'Leases', however they do include unavoidable costs related to the lease such as ongoing service charges. Utilisation of the recognised provisions is expected to occur in conjunction with the profile of the leases to which they relate.

Legal provisions of £153 million (2024: £132 million) relate to certain ongoing legal proceedings and claims, which from time to time the Company and its subsidiaries are parties to, which arise in the ordinary course of business. The £49 million (2024: £102 million) charged to the income statement includes the £43 million charge (2024: £68 million charge) described in note 3 and other not material items. The Group expects £142 million of the provision to be settled

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20. PROVISIONS FOR LIABILITIES AND CHARGES (CONTINUED)

in less than one year, with £11 million of the provision to be settled in more than one year. The Directors do not consider that there is a significant risk of any material additional charges or credits in respect of these matters within the next financial year, beyond the amounts already provided.

Other provisions include various items that are not material and do not fall within the Group’s categories of provisions above.

21. SHARE-BASED PAYMENTS

Charges for share-based incentive plans were as follows:

	2025	2024	2023
	£m	£m	£m
Share-based payments	73	109	140

Share-based payments comprise charges for stock options of £5 million (2024: £6 million, 2023: £5 million) and restricted stock awards to employees of the Group of £68 million (2024: £103 million, 2023: £135 million).

RESTRICTED STOCK PLANS

The Group operates a number of equity-settled share incentive schemes, in most cases satisfied by the delivery of stock from one of the Group’s Employee Share Ownership Plan (ESOP) trusts. The most significant current schemes are as follows:

EXECUTIVE PERFORMANCE SHARE PLAN (EPSP)

This scheme is intended to reward and incentivise the most senior executives of the Group. The performance period is three or five complete financial years, commencing with the financial year in which the award is granted. The vesting date will usually be in the March following the end of the performance period. Vesting is conditional on continued employment throughout the vesting period.

The 2023, 2024 and 2025 EPSP awards are subject to three equally weighted performance conditions: three-year average Return on Invested Capital (ROIC), cumulative Adjusted Free Cash Flow (AFCF), and relative Total Shareholder Return (TSR). Achieving the threshold performance requirement will result in a vesting opportunity of 20% for that element. The vesting opportunity will increase on a straight-line basis to 100% of the award for maximum performance. The Compensation Committee has an overriding discretion to determine the extent to which the award will vest.

BONUS-RELATED SHARE AWARDS

The Group grants bonuses to key executives in the form of share awards under the Executive Share Award (ESA), Performance Share Awards (PSA) or Short-term Incentive Plan (STIP) plans which are all conditional stock awards made from annual bonus pools. The awards are dependent upon annual performance targets, typically based on one or more of: revenue less pass-through costs, operating profit and operating margin. Grants are made in the year following the year of performance measurement, and vest two years after grant date provided the individual concerned is continually employed by the Group throughout this time.

LEADERSHIP SHARE AWARDS

WPP Leadership Share Awards are conditional stock awards made to around 1,800 of our key executives. Awards vest three years after grant, provided the participant is still employed within the Group.

VALUATION METHODOLOGY

For all of the above schemes, the valuation methodology is based upon fair value on grant date, which is determined by the market price on that date or the application of a Black-Scholes model, depending upon the characteristics of the scheme concerned. Market price on any given day is obtained from external, publicly available sources.

MARKET/NON-MARKET CONDITIONS

Most share-based plans are subject to non-market performance conditions, such as margin or growth targets, as well as continued employment. EPSP is subject to a number of performance conditions, including TSR, a market‑based condition.

For schemes without market-based performance conditions, the valuation methodology above is applied and, at each year-end, the relevant charge for each grant is revised, if appropriate, to take account of any changes in estimate of the likely number of shares expected to vest.

For schemes with market-based performance conditions, the probability of satisfying these conditions is assessed at grant date through a statistical model (such as the Monte Carlo model) and applied to the fair value. This initial valuation remains fixed throughout the life of the relevant plan, irrespective of the actual outcome in terms of performance. Where a lapse occurs due to cessation of employment, the cumulative charge taken to date is reversed.

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21. SHARE-BASED PAYMENTS (CONTINUED)

Movement on ordinary shares granted for significant restricted stock plans:

	Non-vested<br><br>1 January 2025<br><br>number<br><br>m		Granted<br><br>number<br><br>m1		Forfeited<br>number<br>m		Vested<br>number<br>m		Non-vested<br><br>31 December 2025<br><br>number<br><br>m
Executive Performance Share Plan (EPSP)	25		14		(8)		(3)		28
Bonus-related Share Awards	12		9		(2)		(6)		13
Leadership Share Awards	13		12		(1)		(4)		20
Weighted average fair value (pence per share)
Executive Performance Share Plan (EPSP)	853	p	564	p	879	p	1,025	p	684	p
Bonus-related Share Awards	873	p	592	p	697	p	924	p	677	p
Leadership Share Awards	821	p	320	p	770	p	927	p	492	p			Non-vested<br><br>1 January 2024<br><br>number<br><br>m		Granted<br><br>number<br><br>m1		Forfeited<br>number<br>m		Vested<br>number<br>m		Non-vested<br><br>31 December 2024<br><br>number<br><br>m
---	---	---	---	---	---	---	---	---	---	---
Executive Performance Share Plan (EPSP)	23		11		(5)		(4)		25
Bonus-related Share Awards	12		7		(1)		(6)		12
Leadership Share Awards	12		5		(1)		(3)		13
Weighted average fair value (pence per share)
Executive Performance Share Plan (EPSP)	950	p	738	p	980	p	949	p	853	p
Bonus-related Share Awards	903	p	820	p	861	p	877	p	873	p
Leadership Share Awards	848	p	872	p	844	p	1,026	p	821	p

Note

1The granted number of awards for the year ended 31 December 2025 includes 1.5 million (2024: 1.2 million) of dividend equivalent shares granted on vesting of current year awards

The total fair value of shares vested for all the Group’s restricted stock plans during the year ended 31 December 2025 was £137 million (2024: £136 million, 2023: £82 million).

22. EMPLOYEE BENEFIT OBLIGATIONS

Companies within the Group operate a large number of pension plans, the forms and benefits of which vary with conditions and practices in the countries concerned. The Group’s pension costs are analysed as follows:

	2025	2024	2023
	£m	£m	£m
Defined contribution plans	190	202	198
Defined benefit plans charge to operating profit	18	13	15
Pension costs (note 5)	208	215	213
Net interest expense on pension plans (note 6)	4	4	4
	212	219	217

DEFINED BENEFIT PLANS

The pension costs are assessed in accordance with the advice of local independent qualified actuaries. The latest full actuarial valuations for the various pension plans were carried out at various dates in the last three years. These valuations have been updated by the local actuaries to 31 December 2025.

The majority of plans provide final salary benefits, with plan benefits typically based either on mandatory plans under local legislation, termination indemnity benefits, or on the rules of WPP-sponsored supplementary plans. The implications of IFRIC 14 have been allowed for where relevant, in particular with regard to the asset ceiling/irrecoverable surplus.

The Group’s policy is to close existing defined benefit plans to new members. This has been implemented across a significant number of the pension plans.

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22. EMPLOYEE BENEFIT OBLIGATIONS (CONTINUED)

Contributions to funded plans are determined in line with local conditions and practices. Contributions in respect of unfunded plans are paid as they fall due. The total contributions (for funded plans) and benefit payments (for unfunded plans) paid for 2025 amounted to £21 million (2024: £20 million, 2023: £20 million). Employer contributions and benefit payments in 2026 are expected to be approximately £16 million.

(A) ASSETS AND LIABILITIES

At 31 December, the fair value of the assets in the pension plans and the assessed present value of the liabilities in the pension plans are shown in the following table:

	2025			2024
	£m	%		£m	%
Equities	19	9	%	25	10	%
Bonds	149	67	%	175	70	%
Cash	10	4	%	8	3	%
Other	44	20	%	43	17	%
Total fair value of assets	222	100	%	251	100	%
Present value of liabilities	(334)			(365)
Deficit in the plans	(112)			(114)
Irrecoverable surplus	—			—
Net liability1	(112)			(114)
Plans in surplus2	16			18
Plans in deficit	(128)			(132)

Notes

1The related deferred tax asset is discussed in note 14

2The net asset related to plans in surplus of £16 million for 31 December 2025 (2024: £18 million) is recorded in the consolidated balance sheet within other receivables and prepayments

All plan assets have quoted prices in active markets with the exception of other assets.

	2025	2024
Surplus/(deficit) in plans by region	£m	£m
UK	1	1
North America	(21)	(23)
Western Continental Europe	(57)	(56)
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe	(35)	(36)
Deficit in the plans	(112)	(114)

Some of the Group’s defined benefit plans are unfunded (or largely unfunded) by common custom and practice in certain jurisdictions. In the case of these unfunded plans, the benefit payments are made as and when they fall due.

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22. EMPLOYEE BENEFIT OBLIGATIONS (CONTINUED)

The following table shows the split of the deficit at 31 December between funded and unfunded pension plans.

	2025<br><br>Surplus/<br><br>(deficit)<br><br>£m	2025<br><br>Present<br><br>value of<br><br>liabilities<br><br>£m	2024<br><br>Surplus/<br><br>(deficit)<br><br>£m	2024<br><br>Present<br><br>value of<br><br>liabilities<br><br>£m
Funded plans by region
UK	1	(9)	1	(9)
North America	9	(147)	11	(174)
Western Continental Europe	(27)	(62)	(29)	(65)
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe	(5)	(26)	(3)	(23)
Deficit/liabilities in the funded plans	(22)	(244)	(20)	(271)
Unfunded plans by region
North America	(30)	(30)	(34)	(34)
Western Continental Europe	(30)	(30)	(27)	(27)
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe	(30)	(30)	(33)	(33)
Deficit/liabilities in the unfunded plans	(90)	(90)	(94)	(94)
Deficit/liabilities in the plans	(112)	(334)	(114)	(365)

In accordance with IAS 19, plans that are wholly or partially funded are considered funded plans.

(B) ASSUMPTIONS

There are a number of areas in pension accounting that involve estimates made by management based on advice of qualified advisors. These include establishing the discount rates, rates of increase in salaries and pensions in payment, inflation and mortality assumptions. The main weighted average assumptions used for the actuarial valuations at 31 December are shown in the following table:

	2025	2024	2023
	% pa	% pa	% pa
UK
Discount rate1	4.9	5.2	4.7
Rate of increase in pensions in payment	2.5	2.6	2.5
Inflation	2.9	3.2	3.1
North America
Discount rate1	5.1	5.4	4.9
Rate of increase in salaries2	n/a	n/a	n/a
Western Continental Europe
Discount rate1	3.9	3.3	3.4
Rate of increase in salaries	2.5	2.5	2.5
Rate of increase in pensions in payment	2.0	2.0	2.0
Inflation	2.0	2.0	2.0
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe
Discount rate1	5.9	6.4	6.5
Rate of increase in salaries	5.8	6.2	6.2
Inflation	3.0	2.9	3.4

Notes

1Discount rates are based on high-quality corporate bond yields. In countries where there is no deep market in corporate bonds, the discount rate assumption has been set with regard to the yield on long-term government bonds

2The salary assumptions are no longer applicable to the US as all plans were frozen. Active participants will not accrue additional benefits for future services under these plans

For the Group’s pension plans, the plans’ assets are invested with the objective of being able to meet current and future benefit payment needs, while controlling balance sheet volatility and future contributions. Pension plan assets are invested with a number of investment managers, and assets are diversified among equities, bonds, insured annuities, property and cash or other liquid investments. The primary use of bonds as an investment class is to match the

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22. EMPLOYEE BENEFIT OBLIGATIONS (CONTINUED)

anticipated cash flows from the plans to pay pensions. The Group is invested in high-quality corporate and government bonds which share similar risk characteristics and are of equivalent currency and term to the plan liabilities. Various insurance policies have also been bought historically to provide a more exact match for the cash flows, including a match for the actual mortality of specific plan members. These insurance policies effectively provide protection against both investment fluctuations and longevity risks. The strategic target allocation varies among the individual plans.

Management considers the types of investment classes in which the pension plan assets are invested. The types of investment classes are determined by economic and market conditions and in consideration of specific asset-class risk. The investment strategy of the Group varies by country, albeit there was a general directive by the Group in recent years to de-risk the larger funded plans (mainly in the US and UK) and move towards a liability-driven investment strategy.

Management periodically commissions detailed asset and liability studies performed by third-party professional investment advisors and actuaries that generate probability-adjusted expected future returns on those assets. These studies also project the estimated future pension payments and evaluate the efficiency of the allocation of the pension plan assets into various investment categories.

At 31 December 2025, the life expectancies underlying the value of the accrued liabilities for the main defined benefit pension plans operated by the Group were as follows:

Years life expectancy after<br>age 65	All<br>plans	North<br>America	UK	Western<br>Continental<br>Europe	Other1
Current pensioners<br>(at age 65) – male	21.9	22.1	21.6	21.3	n/a
Current pensioners<br>(at age 65) – female	23.7	23.5	23.9	24.3	n/a
Future pensioners<br>(current age 45) – male	23.5	23.5	23.3	23.5	n/a
Future pensioners<br>(current age 45) – female	25.3	24.9	25.7	26.2	n/a

Note

1Includes Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe

The life expectancies after age 65 at 31 December 2024 were 21.8 years and 23.6 years for male and female current pensioners (at age 65) respectively, and 23.5 years and 25.2 years for male and female future pensioners (current age 45), respectively.

In the determination of mortality assumptions, management uses the most up-to-date mortality tables available in each country.

The following table provides information on the weighted average duration of the defined benefit pension obligations and the distribution of the timing of benefit payments for the next ten years. The duration corresponds to the weighted average length of the underlying cash flows.

	North<br>America	UK	Western<br>Continental<br>Europe	Other1
Weighted average duration of the defined benefit obligation (years)	6.5	5.4	9.7	5.7
Expected benefit payments over the next ten years (m)
within 12 months	17	1	6	5
in 2027	17	1	6	4
in 2028	15	1	7	5
in 2029	17	1	7	5
in 2030	16	—	7	6
in the next five years	68	2	32	28

All values are in British Pounds.

Note

1Includes Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe

The following table presents a sensitivity analysis for each significant actuarial assumption showing how the defined benefit obligation would have been affected by changes in the relevant actuarial assumption that were reasonably possible at the balance sheet date. This sensitivity analysis applies to the defined benefit obligation only and not to the net defined benefit pension liability in its entirety, the measurement of which is driven by a number of factors including, in addition to the assumptions below, the fair value of plan assets.

The sensitivity analyses are based on a change in one assumption while holding all other assumptions constant so that interdependencies between the assumptions are excluded. The methodology applied is consistent with that used to determine the recognised defined benefit obligation. The sensitivity analysis for inflation is not shown as it is an underlying assumption to build the pension and salary increase assumptions. Changing the inflation assumption on its own without changing the salary or pension assumptions will not result in a significant change in pension liabilities.

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22. EMPLOYEE BENEFIT OBLIGATIONS (CONTINUED)

	(Decrease)/increase<br>in benefit obligation
	2025	2024
Sensitivity analysis of significant actuarial assumptions	£m	£m
Discount rate
Increase by 25 basis points:
UK	—	—
North America	(3)	(3)
Western Continental Europe	(2)	(2)
Other1	(1)	(1)
Decrease by 25 basis points:
UK	—	—
North America	3	3
Western Continental Europe	2	2
Other1	1	1
Rate of increase in salaries
Increase by 25 basis points:
Western Continental Europe	1	1
Other1	—	1
Decrease by 25 basis points:
Western Continental Europe	(1)	(1)
Other1	(1)	(1)
Rate of increase in pensions in payment
Increase by 25 basis points:
UK	—	—
Western Continental Europe	1	1
Decrease by 25 basis points:
UK	—	—
Western Continental Europe	(1)	(1)
Life expectancy
Increase in longevity by one additional year:
UK	1	1
North America	3	3
Western Continental Europe	3	3

Note

1Includes Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe

(C) PENSION EXPENSE

The following tables show the breakdown of the pension expense between amounts charged to operating profit and amounts charged to finance costs:

	2025	2024	2023
	£m	£m	£m
Service cost1	16	12	12
Administrative expenses	2	1	3
Charge to operating profit	18	13	15
Net interest expense on pension plans	4	4	4
Charge to profit before taxation for defined benefit plans	22	17	19

Note

1Includes current service cost, past service costs related to plan amendments and (gain)/loss on settlements and curtailments

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22. EMPLOYEE BENEFIT OBLIGATIONS (CONTINUED)

The following table shows the breakdown of amounts recognised in other comprehensive income (OCI):

	2025	2024	2023
	£m	£m	£m
Return/(loss) on plan assets (excluding interest income)	4	(4)	7
Changes in demographic assumptions underlying the present value of the plan liabilities	—	—	(1)
Changes in financial assumptions underlying the present value of the plan liabilities	1	11	(14)
Experience loss arising on the plan liabilities	(6)	(4)	(1)
Change in irrecoverable surplus	—	—	—
Actuarial (loss)/gain recognised in OCI	(1)	3	(9)

(D) MOVEMENT IN PLAN LIABILITIES

The following table shows an analysis of the movement in the pension plan liabilities for each accounting period:

	2025	2024	2023
	£m	£m	£m
Plan liabilities at beginning of year	365	381	553
Service cost1	16	12	12
Interest cost	16	16	21
Actuarial loss/(gain):
Effect of changes in demographic assumptions	—	—	1
Effect of changes in financial assumptions	(1)	(11)	14
Effect of experience adjustments	6	4	1
Benefits paid	(49)	(33)	(38)
Gain due to exchange rate movements	(14)	(2)	(17)
Settlement payments2	(3)	(1)	(163)
Other3	(2)	(1)	(3)
Plan liabilities at end of year	334	365	381

Notes

1Includes current service cost, past service costs related to plan amendments and (gain)/loss on settlements and curtailments

2During the year ended 31 December 2023, the Group completed the winding-up of two defined benefit pension plans: the Ogilvy & Mather Group Pension and Life Assurance Plan and the JWT Pension and Life Assurance Scheme, constituting settlements under IAS 19. The settlements led to the full elimination of associated plan assets and plan liabilities of £145 million, the fair value of plan assets equalled the underlying liabilities upon settlement such that there was no impact on the 2023 income statement

3    Other includes acquisitions, disposals, plan participants’ contributions and reclassifications

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22. EMPLOYEE BENEFIT OBLIGATIONS (CONTINUED)

(E) MOVEMENT IN PLAN ASSETS

The following table shows an analysis of the movement in the pension plan assets for each accounting period:

	2025	2024	2023
	£m	£m	£m
Fair value of plan assets at beginning of year	251	259	431
Interest income on plan assets	12	12	16
Gain/(loss) on plan assets (excluding interest income)	4	(4)	6
Employer contributions	21	20	20
Benefits paid	(49)	(33)	(38)
(Loss)/gain due to exchange rate movements	(13)	1	(12)
Settlement payments1	(3)	(1)	(163)
Administrative expenses	(2)	(1)	(3)
Other2	1	(2)	2
Fair value of plan assets at end of year	222	251	259
Actual return on plan assets	16	8	22

Notes

1During the year ended 31 December 2023, the Group completed the winding-up of two defined benefit pension plans: the Ogilvy & Mather Group Pension and Life Assurance Plan and the JWT Pension and Life Assurance Scheme, constituting settlements under IAS 19. The settlements led to the full elimination of associated plan assets and plan liabilities of £145 million, the fair value of plan assets equalled the underlying liabilities upon settlement such that there was no impact on the 2023 income statement

2Other includes acquisitions, disposals, plan participants’ contributions and reclassifications

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23. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

CAPITAL RISK MANAGEMENT

The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximising the return to stakeholders through the optimisation of debt and equity. The capital structure of the Group consists of debt, which includes the cash and cash equivalents disclosed in note 18, borrowings in note 19 and equity attributable to equity holders of the parent, comprising issued capital, reserves and retained earnings as disclosed in the consolidated statement of changes in equity.

	2025	2024
	£m	£m
Cash and cash equivalents (note 18)	2,694	2,638
Current borrowings (note 19)	(822)	(584)
Non-current borrowings (note 19)	(4,114)	(3,744)
Cash and cash equivalents less borrowings	(2,242)	(1,690)
Equity	2,772	3,734
Capital	530	2,044

FINANCIAL RISK MANAGEMENT

Treasury activity is managed centrally from London, New York and Hong Kong, and is principally concerned with the monitoring of working capital, managing external and internal funding requirements and the monitoring and management of financial market risks, in particular interest rate and foreign exchange exposures.

The treasury operation is not a profit centre and its activities are carried out in accordance with policies approved by the Board of Directors and subject to regular review.

The Group manages liquidity risk by ensuring continuity and flexibility of funding even in difficult market conditions. Undrawn committed borrowing facilities are maintained in excess of peak net-borrowing levels and debt maturities are closely monitored. Targets for average debt less cash position are set on an annual basis and, to assist in meeting this, working capital targets are set for all the Group’s major operations.

LIQUIDITY RISK

Liquidity risk is the risk that the Group cannot meet its financial obligations to repay financial liabilities when they fall due. The Group maintains substantial cash and cash equivalents which at 31 December 2025 amounted to £2.7 billion (2024: £2.6 billion) and a five-year Revolving Credit Facility of $2.5 billion (2024: $2.5 billion) which matures in February 2031 following the final one-year extension option that was executed in February 2026. The Revolving Credit Facility has no financial covenants and remained undrawn at 31 December 2025 (2024: undrawn).

The Group’s liquidity risk is concentrated towards bond principal repayments between 2026 and 2046 (2024: 2025 and 2046).

Given its debt maturity profile and available facilities, the Directors believe the Group has sufficient liquidity to match its requirements for the foreseeable future.

The following table is an analysis of future anticipated cash flows, in the form of interest and principal repayments, in relation to the Group’s financial liabilities and derivatives, on an undiscounted basis which, therefore, differs from the fair value and carrying value:

	Bank overdrafts	Bonds1	Lease liabilities	Total borrowings and leases	Trade payables and other financial liabilities2	Total non-derivative financial instruments	Derivative financial instruments receivable	Derivative financial instruments payable	Total derivative financial instruments	Total
	£m	£m	£m	£m	£m	£m	£m	£m	£m	£m
At 31 December 2025
Within one year	(168)	(790)	(325)	(1,283)	(11,432)	(12,715)	2,032	(2,040)	(8)	(12,723)
Between one and two years	—	(791)	(294)	(1,085)	(91)	(1,176)	66	(77)	(11)	(1,187)
Between two and three years	—	(601)	(265)	(866)	(71)	(937)	544	(506)	38	(899)
Between three and four years	—	(408)	(241)	(649)	(13)	(662)	650	(633)	17	(645)
Between four and five years	—	(614)	(202)	(816)	(5)	(821)	17	(24)	(7)	(828)
Over five years	—	(2,611)	(1,124)	(3,735)	—	(3,735)	489	(503)	(14)	(3,749)
	(168)	(5,815)	(2,451)	(8,434)	(11,612)	(20,046)	3,798	(3,783)	15	(20,031)
Effect of discounting/financing rates	—	1,047	555	1,602	18	1,620	—	—	60	1,680
Total	(168)	(4,768)	(1,896)	(6,832)	(11,594)	(18,426)	—	—	75	(18,351)

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23. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)

	Bank overdrafts	Bonds1	Lease liabilities	Total borrowings and leases	Trade payables and other financial liabilities2	Total non-derivative financial instruments	Derivative financial instruments receivable	Derivative financial instruments payable	Total derivative financial instruments	Total
	£m	£m	£m	£m	£m	£m	£m	£m	£m	£m
At 31 December 2024
Within one year	(171)	(536)	(353)	(1,060)	(12,140)	(13,200)	1,244	(1,296)	(52)	(13,252)
Between one and two years	—	(736)	(307)	(1,043)	(76)	(1,119)	99	(119)	(20)	(1,139)
Between two and three years	—	(723)	(281)	(1,004)	(45)	(1,049)	62	(80)	(18)	(1,067)
Between three and four years	—	(542)	(256)	(798)	(25)	(823)	516	(542)	(26)	(849)
Between four and five years	—	(359)	(235)	(594)	(13)	(607)	632	(656)	(24)	(631)
Over five years	—	(2,265)	(1,260)	(3,525)	(9)	(3,534)	479	(525)	(46)	(3,580)
	(171)	(5,161)	(2,692)	(8,024)	(12,308)	(20,332)	3,032	(3,218)	(186)	(20,518)
Effect of discounting/financing rates	—	1,004	672	1,676	26	1,702	—	—	134	1,836
Total	(171)	(4,157)	(2,020)	(6,348)	(12,282)	(18,630)	—	—	(52)	(18,682)

Notes

1Maturities reflect contractual cash flows applicable except in the event of a change of control or event of default, upon which the noteholder shall have the option to require the issuer to redeem or repay the notes within 45 days of the notice period

2Other financial liabilities principally include deferred income and customer advances, contingent consideration liabilities, deferred consideration liabilities, liabilities in respect of put option agreements with vendors within trade and other payables as disclosed in notes 16 and 17. The prior year table has been revised to include deferred consideration liabilities

FOREIGN CURRENCY RISK

The Group’s results in pounds sterling are subject to fluctuation as a result of exchange rate movements. The Group does not hedge this translation exposure to its earnings but does partially hedge the currency element of its net assets using foreign currency borrowings, cross-currency swaps, forward foreign exchange contracts and non-deliverable forward foreign exchange contracts.

The Group effects these currency net asset hedges by borrowing in the same currencies as the operating (or “functional”) currencies of its main operating units. The majority of the Group’s debt is therefore denominated in US dollars, pound sterling and euros. The Group’s borrowings (including cross currency swaps) at 31 December 2025 were primarily made up of $1,285 million, £1,057 million and €3,101 million (2024: $1,285 million, £1,501 million and €2,101 million). The Group’s average gross debt during the course of 2025 was $1,285 million, £1,152 million and €2,164 million (2024: $1,683 million, £1,900 million and €2,100 million).

The Group’s operations conduct the majority of their activities in their own local currency and consequently the Group has no significant transactional foreign exchange exposures arising from its operations. Any significant cross-border trading exposures are hedged by the use of forward foreign-exchange contracts. No speculative foreign exchange trading is undertaken.

INTEREST RATE RISK

The Group is exposed to interest rate risk on both interest-bearing assets and interest-bearing liabilities. The Group has a policy of actively managing its interest rate risk exposure using underlying debt, interest rate swaps and other banking or finance arrangements to achieve a balanced mix of fixed and floating rate debt. The Group’s interest rate profile and risk is reviewed regularly by the Group's Treasury Committee.

The interest rate profile of the Group's interest bearing borrowings by currency including the effect of interest rate swaps and cross-currency interest rate swaps is set out below:

2025	£m	Fixed/ float<br><br>rate1	Maturity<br><br>(months)1
Currency
$ – fixed	955	5.24	79
£ – fixed2	1,057	3.62	110
£ – float2	428	SONIA	91
€ – fixed	2,705	2.60	38

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23. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)

2024	£m	Fixed/ float<br><br>rate1	Maturity<br><br>(months)1
Currency
$ – fixed	1,026	5.24	91
£ – fixed2	1,501	3.53	83
£ – float2	428	SONIA	103
€ – fixed	1,736	2.12	36

Note

1Weighted average

2Includes £428m held at a fixed rate until March 2026 (2024: March 2025) and floating rate from March 2026 to September 2033 (2024: March 2025 to September 2033)

SENSITIVITY ANALYSIS

The following sensitivity analysis addresses the effect of currency and interest rate risks on the Group’s financial instruments. The analysis assumes that all hedges are highly effective.

CURRENCY RISK

A 10% strengthening of sterling against the Group’s major currencies would result in the following estimated impacts on the income statement and equity, which would arise on the retranslation of foreign currency-denominated monetary items. A 10% weakening of sterling would have an equal and opposite effect.

	Impact on income statement <br>(Loss)/gain		Impact on equity<br><br>Gain/(loss)
	2025	20241	2025	2024
	£m	£m	£m	£m
US dollar	—	(3)	87	93

Note

1The prior year comparative has been revised

INTEREST RATE RISK

A one percentage point increase in market interest rates for all currencies in which the Group had cash and borrowings at 31 December 2025 would increase profit before tax by approximately £22 million (2024 revised: increase of £21 million). A one percentage point decrease in market interest rates would have an equal and opposite effect. This has been calculated by applying the interest rate change to the Group’s variable rate cash and borrowings. Note that in practice, the Group has a cyclical cash profile throughout the year.

CREDIT RISK

The Group’s principal financial assets are cash and cash equivalents, trade and other receivables and other investments, the carrying values of which represent the Group’s maximum exposure to credit risk in relation to financial assets.

The Group’s credit risk is primarily attributable to its trade receivables. The majority of the Group’s trade receivables are due from large national or multinational companies where the risk of default is considered low. The amounts presented in the consolidated balance sheet are net of expected credit losses, estimated by the Group’s management based on expected losses, prior experience and their assessment of the current economic environment. A relatively small number of clients make up a significant percentage of the Group’s debtors, but no single client represents more than 5.2% of total trade receivables at 31 December 2025 (2024: 6.5%).

The credit risk on liquid funds and derivative financial instruments is limited because the counterparties are high-rated (AAA) funds, banks with high credit ratings assigned by international credit-rating agencies or banks that have been financed by their government.

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23. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)

FINANCIAL INSTRUMENTS AND HEDGE ACCOUNTING

An analysis of the Group's financial assets and liabilities by accounting classification is set out below:

	Derivatives in<br><br>designated<br><br>hedge<br><br>relationships<br><br>£m	Held at fair<br><br>value through<br><br>profit or loss<br><br>£m	Held at fair value through other<br><br>comprehensive<br><br>income<br><br>£m	Amortised<br>cost<br>£m	Carrying<br>value<br>£m
2025
Current and non-current assets
Trade receivables and other financial assets	—	—	504	9,183	9,687
Derivative assets	77	3	—	—	80
Other investments	—	289	45	—	334
Cash and cash equivalents	—	468	—	2,226	2,694
Current and non-current liabilities
Trade payables and other financial liabilities	—	—	—	(10,359)	(10,359)
Deferred income and customer advances	—	—	—	(955)	(955)
Borrowings	—	—	—	(4,936)	(4,936)
Derivative liabilities	(3)	(2)	—	—	(5)
Lease liabilities	—	—	—	(1,896)	(1,896)
Deferred consideration liabilities	—	—	—	(132)	(132)
Contingent consideration liabilities	—	(66)	—	—	(66)
Liabilities in respect of put options	—	—	—	(82)	(82)
	74	692	549	(6,951)	(5,636)
	Derivatives in<br><br>designated<br><br>hedge<br><br>relationships<br><br>£m	Held at fair<br><br>value through<br><br>profit or loss<br><br>£m	Held at fair value through other<br><br>comprehensive<br><br>income<br><br>£m	Amortised<br>cost<br>£m	Carrying<br>value<br>£m
---	---	---	---	---	---
2024
Current and non-current assets
Trade receivables and other financial assets1	—	—	359	9,838	10,197
Derivative assets	4	1	—	—	5
Other investments	—	306	92	—	398
Cash and cash equivalents	—	655	—	1,983	2,638
Current and non-current liabilities
Trade payables and other financial liabilities	—	—	—	(10,912)	(10,912)
Deferred income and customer advances	—	—	—	(1,160)	(1,160)
Borrowings	—	—	—	(4,328)	(4,328)
Derivative liabilities	(55)	(2)	—	—	(57)
Lease liabilities2	—	—	—	(2,020)	(2,020)
Deferred consideration liabilities2	—	—	—	(10)	(10)
Contingent consideration liabilities	—	(133)	—	—	(133)
Liabilities in respect of put options	—	—	—	(67)	(67)
	(51)	827	451	(6,676)	(5,449)

Note

1The prior year table has been revised to include trade receivables measured at fair value through other comprehensive income that are held to collect or sell, which were previously presented within amortised cost

2The prior year table has been revised to include deferred consideration liabilities and lease liabilities

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23. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)

The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into levels 1 to 3 based on the degree to which the fair value is observable or not based on observable inputs:

Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 fair value measurements are those derived from inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (ie as prices) or indirectly (ie derived from prices);

Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Transfers between levels of the fair value hierarchy are recognised at the end of the reporting period in which the change in circumstances or inputs occurred. This policy is applied consistently to transfers into and out of each level.

	Level 1	Level 2	Level 3	Total
	£m	£m	£m	£m
2025
Derivatives in designated hedge relationships
Derivative assets	—	77	—	77
Derivative liabilities	—	(3)	—	(3)
Held at fair value through profit or loss
Money market funds	468	—	—	468
Other investments	96	—	193	289
Derivative assets	—	3	—	3
Derivative liabilities	—	(2)	—	(2)
Contingent consideration liabilities	—	(27)	(39)	(66)
Held at fair value through other comprehensive income
Trade receivables	—	504	—	504
Other investments	3	—	42	45
	Level 1	Level  2	Level  3	Total
---	---	---	---	---
	£m	£m	£m	£m
2024
Derivatives in designated hedge relationships
Derivative assets	—	4	—	4
Derivative liabilities	—	(55)	—	(55)
Held at fair value through profit or loss
Money market funds	655	—	—	655
Other investments	73	—	233	306
Derivative assets	—	1	—	1
Derivative liabilities	—	(2)	—	(2)
Contingent consideration liabilities	—	—	(133)	(133)
Held at fair value through other comprehensive income
Trade receivables1	—	359	—	359
Other investments	3	—	89	92

Note

1The prior year table has been revised to include the trade receivables measured at fair value through other comprehensive income

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23. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)

Reconciliation of level 3 fair value measurements:

	Contingent consideration liabilities	Other<br>investments
	£m	£m
1 January 2024	(199)	325
Gains/(losses) recognised in the income statement	1	(29)
Exchange adjustments	1	2
Additions	(33)	24
Settlements	97	—
31 December 2024	(133)	322
Gains/(losses) recognised in the income statement	1	(21)
Losses recognised in other comprehensive income	—	(54)
Exchange adjustments	1	(15)
Transfers	27	(6)
Additions	—	9
Settlements	65	—
31 December 2025	(39)	235

The fair values of financial assets and liabilities are based on quoted market prices where available. Where the market value is not available, the Group has estimated relevant fair values on the basis of available information from outside sources.

CONTINGENT CONSIDERATION LIABILITIES

The fair value of contingent consideration liabilities included in level 3 are dependent on the future financial performance of the entity and it is assumed that future profits are in line with Directors' estimates. The Directors derive their estimates from internal business plans together with financial due diligence performed in connection with the acquisition.

As of 31 December 2025, the potential undiscounted amount of future payments that could be required under the contingent consideration agreements for acquisitions completed in the current year were nil, as no acquisitions containing contingent consideration were entered into during 2025 (2024: nil to £51 million). For all contingent consideration agreements, the potential undiscounted future payments ranged from nil to £414 million (2024: nil to £594 million). The decrease in maximum potential undiscounted amount reflects arrangements that have been completed and paid, or amended. For certain arrangements, the maximum payment under the contingent consideration agreement is not capped.

At 31 December 2025, the weighted average growth rate in estimating future financial performance of contingent consideration liabilities was 10.9% (2024: 21.5%). The weighted average of the risk-adjusted discount rate applied to these obligations at 31 December 2025 was 3.2% (2024: 4.9%). A change to either of these inputs to reflect a reasonably possible alternative assumption would not result in a significant change to the fair value.

OTHER INVESTMENTS

The fair value of other investments included in level 1 is based on quoted market prices. Other investments included in level 3 are unlisted securities, where market value is not readily available. The Group has estimated relevant fair values on the basis of information from outside sources using the most appropriate valuation technique, including external funding rounds and earnings multiples. The sensitivity to changes in unobservable inputs is specific to each individual investment. A change to one or more of these unobservable inputs to reflect a reasonably possible alternative assumption would not result in a significant change to the fair value.

OFFSETTING FINANCIAL ASSETS AND LIABILITIES

Financial assets and liabilities are offset, and the net amount reported in the consolidated balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. Derivative financial instruments that do not meet the criteria for offset could be settled net in certain circumstances under ISDA (‘International Swaps and Derivatives Association’) agreements where each party has the option to settle amounts on a net basis in the event of default from the other.

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23. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)

The following table sets out the carrying amount of recognised financial instruments that are subject to the above agreements. The column ‘Net amount’ shows the impact on the Group’s consolidated statement of financial position if offset rights were exercised.

	31 December 2025			31 December 2024
	Gross amounts presented in balance sheet<br>£m	Right of set off with derivative counterparties<br>£m	Net amount<br>£m	Gross amounts presented in balance sheet<br>£m	Right of set off with derivative counterparties<br>£m	Net amount<br>£m
Derivative financial assets	80	(5)	75	5	(5)	—
Derivative financial liabilities	(5)	5	—	(57)	5	(52)
Total	75	—	75	(52)	—	(52)

HEDGE ACCOUNTING

The Group uses foreign currency borrowings, foreign currency forwards and swaps, interest rate swaps and cross-currency interest rate swaps for the purpose of hedging its foreign currency and interest rate risks. The Group may designate certain financial instruments as fair value hedges, cash flow hedges or net investment hedges in accordance with IFRS 9.

Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic prospective effectiveness assessments to ensure that an economic relationship exists between the hedged item and hedging instrument. Sources of hedge ineffectiveness will depend on the hedge relationship designation but may include:

•a significant change in the credit risk of either party to the hedging relationship;

•a timing mismatch between the hedging instrument and the hedged item;

•movements in foreign currency basis spread for derivatives in a fair value hedge;

•impairment to the Group’s net investment in US dollars.

The hedge ratio for each designation will be established by comparing the quantity of the hedging instrument and the quantity of the hedged item to determine     their relative weighting; for all of the Group’s existing hedge relationships the hedge ratio has been determined as 1:1. Designated hedges are expected to be effective and therefore the impact of ineffectiveness on profit and loss not expected to be material.

2025 SUMMARY

In March 2025, the Group repaid a €500 million bond and settled the associated cross-currency swaps designated as cash flow hedges with receipts of €500 million and payments of £444 million. As the hedged item had matured, the related cash flow hedge relationships were discontinued.

Also in March 2025, £428 million of interest rate swaps reached their contractual maturity, resulting in the discontinuation of the associated cash flow hedges. The Group entered into £428 million of new interest rate swaps maturing in March 2026. These instruments are designated as cash flow hedges.

There were no new fair value and net investment hedges designated during the year.

At 31 December 2025, the Group had the following financial instruments designated as net investment hedges in respect of the foreign currency translation risk arising on consolidation of the Group’s net investment in its USD foreign operations:

▪$595 million leg of its cross currency swaps due May 2028;

▪$377 million leg of its cross currency swaps due September 2029;

▪$93 million bond due September 2042; and

▪$220 million bond due November 2043.

At 31 December 2025, the Group had the following financial derivative instruments in designated fair value hedging relationships:

▪€500 million leg of its cross currency interest rate swaps due September 2033.

At 31 December 2025, the Group had the following financial derivative instruments in designated cash flow hedging relationships:

▪£428 million interest rate swaps due March 2026;

▪€550 million leg of its cross currency swaps due May 2028;

▪€350 million leg of its cross currency swaps due September 2029; and

▪£43 million of non-deliverable forward foreign exchange contracts due between 2026 and 2028.

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23. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)

The following table represents the Group's continued designated hedge relationships under IFRS 9.

	Cash flow hedges of foreign currency risk1		Cash flow hedges of interest rate risk2		Fair value hedges of foreign currency and interest rate risk		Net investment hedges of foreign currency risk
	2025	2024	2025	2024	2025	2024	2025	2024
Carrying amount of derivative hedging instruments3	2m	(56)m	(1)m	—	£3m	£(15)m	70m	20m
Carrying amount of non-derivative hedging instruments (bonds)	—	—	—	—	—	—	(228)m	(244)m
Notional amount of hedged items	900m	1,400m	428m	428m	€500m	€500m	—	—
Notional amount of hedging instruments	900m	1,400m	428m	428m	€500m	€500m	US1,285m	US1,285m
Notional amount of hedged net assets	—	—	—	—	—	—	US1,285m	US1,285m
Change in fair value of hedged items (loss)/gain	(1)m	2m	—	—	£(12)m	£4m	(68)m	3m
Change in fair value of hedging instrument gain/(loss)	3m	(5)m	—	—	£13m	£(7)m	68m	(3)m
Hedge ineffectiveness gain/(loss)	3m	(3)m	—	—	£1m	£(3)m	—	—
Fair value gain/(loss) arising on hedging instruments deferred to OCI	25m	(35)m	—	—	—	—	68m	(3)m
Fair value amounts reclassified to profit and loss	(58)m	58m	—	—	—	—	—	—
Maturity date	2026-29	2025-29	2026	2025	2033	2033	2028-43	2028-43
Weighted average interest rate	5.48	4.45	4.21	4.96	SONIA	SONIA	5.24	5.24
Weighted average foreign exchange rate4	1.14	1.14	—	—	1.17	1.17	1.25	1.24

All values are in British Pounds.

Notes

1Relates to fix Euro to GBP cross currency swaps designated as cash flow hedges

2Relates to float to fix GBP interest rate swaps

3This amount is presented in trade and other receivables, and trade and other payables. The use of derivatives may entail a derivative transaction qualifying for more than one hedge type designation under IFRS 9. Therefore, the carrying amounts are grossed up by hedge type, whereas they are presented at an instrument level in the balance sheet

4Weighted average foreign exchange rate is GBP against the currency in which the hedged item is presented

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24. AUTHORISED AND ISSUED SHARE CAPITAL

	Equity ordinary shares1	Nominal value<br><br>£m
Authorised
At 1 January 2023	1,750,000,000	175
At 31 December 2023	1,750,000,000	175
At 31 December 2024	1,750,000,000	175
At 31 December 2025	1,750,000,000	175
Issued and fully paid
At 1 January 2023	1,141,427,296	114
Exercise of share options	85,900	—
At 31 December 2023	1,141,513,196	114
Exercise of share options	248,625	—
Share cancellations	(50,367,570)	(5)
At 31 December 2024	1,091,394,251	109
Exercise of share options	—	—
Share cancellations	—	—
At 31 December 2025	1,091,394,251	109

Note

1Ordinary shares have a par value of £0.10

COMPANY’S OWN SHARES

The Company’s holdings of own shares are stated at cost and represent shares held in treasury and purchases by the Employee Share Ownership Plan (ESOP) trusts of shares in the Company for the purpose of funding certain of the Group’s share-based incentive plans.

The trustees of the ESOP purchase the Company’s ordinary shares in the open market using funds provided by the Company. The Company also has an obligation to make regular contributions to the ESOP to enable it to meet its administrative costs. The number and market value of the ordinary shares of the Company held by the ESOP at 31 December 2025 was 277,825 (2024: 39,769, 2023: 490,646), and £0.9 million (2024: £0.3 million, 2023: £4 million) respectively. The number and market value of ordinary shares held in treasury at 31 December 2025 was 12,591,893 (2024: 12,591,893, 2023: 66,675,497) and £42 million (2024: £104 million, 2023: £502 million) respectively.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

25. OTHER RESERVES

Other reserves comprise the following:

	Capital<br>redemption<br>reserve<br>£m	Equity<br>reserve<br>£m	Hedging reserve<br><br>£m	Translation<br>reserve<br>£m	Total<br>other<br>reserves<br>£m
Balance at 1 January 2023	22	(263)	—	526	285
Foreign exchange differences on translation of foreign operations	—	—	—	(404)	(404)
Gain on net investment hedges	—	—	—	108	108
Cash flow hedges:
Fair value loss arising on hedging instruments	—	—	(43)	—	(43)
Amounts reclassified to profit or loss	—	—	44	—	44
Share of other comprehensive income of associate undertakings	—	—	—	(1)	(1)
Net movement of liabilities in respect of put options	—	198	—	—	198
Balance at 31 December 2023	22	(65)	1	229	187
Foreign exchange differences on translation of foreign operations	—	—	—	(70)	(70)
Loss on net investment hedges	—	—	—	(3)	(3)
Cash flow hedges:
Fair value loss arising on hedging instruments	—	—	(35)	—	(35)
Amounts reclassified to profit or loss	—	—	58	—	58
Loss on cost of hedging	—	—	(8)	—	(8)
Share cancellations	5	—	—	—	5
Net movement in own shares held by ESOP trusts	—	—	—	(8)	(8)
Net movement of liabilities in respect of put options	—	25	—	—	25
Balance at 31 December 2024	27	(40)	16	148	151
Foreign exchange differences on translation of foreign operations	—	—	—	(201)	(201)
Gain on net investment hedges	—	—	—	68	68
Cash flow hedges:
Fair value gain arising on hedging instruments	—	—	25	—	25
Amounts reclassified to profit or loss	—	—	(58)	—	(58)
Gain on cost of hedging	—	—	5	—	5
Net movement of liabilities in respect of put options	—	(2)	—	—	(2)
Balance at 31 December 2025	27	(42)	(12)	15	(12)

The capital redemption reserve relates entirely to share cancellations.

The equity reserve primarily relates to the net movement of liabilities in respect of put option agreements entered into by the Group as part of a business combination that allows non-controlling shareholders to sell their shares to the Group in the future. During 2023, the Company sold a portion of its ownership of FGS to KKR. As part of this transaction the previous put option granted to management shareholders was derecognised.

The hedging reserve comprises the effective portion of the cumulative net change in fair value of cash flow hedges less amounts reclassified to profit or loss.

The translation reserve contains the accumulated gains/(losses) on currency translation of foreign operations arising on consolidation.

The translation reserve comprises:

	2025<br><br>£m	2024<br><br>£m	2023<br><br>£m
Balance relating to continuing net investment hedges	(18)	(86)	(53)
Balance relating to discontinued net investment hedges	(38)	(38)	(68)
Balance relating to foreign exchange differences on translation of foreign operations	71	272	350
	15	148	229

F-64

TABLE OF CONTENTS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

26. ORDINARY DIVIDENDS

Amounts recognised as distributions to equity holders in the year:

	2025		2024		2023		2025	2024	2023
Per share	Pence per share						£m	£m	£m
Final dividend in respect of the prior year	24.4	p	24.4	p	24.4	p	262	263	262
Interim dividend in respect of the current year	7.5	p	15.0	p	15.0	p	81	162	161
	31.9	p	39.4	p	39.4	p	343	425	423

Proposed final dividend for the year ended 31 December 2025:

	2025		2024		2023
Per share	Pence per share
Final dividend	7.5	p	24.4	p	24.4	p

The payment of dividends will not have any tax consequences for the Group.

Final dividends are paid in the subsequent year to which they relate.

27. ACQUISITIONS

Acquisition of InfoSum

On 4 April 2025, the Group acquired 100% of the ordinary share capital of Cognitive Logic Inc. (“InfoSum”), a data collaboration platform.

Total cash consideration of £108 million was paid on completion date. Total net assets acquired were £17 million, including £32 million of proprietary technology intangible assets. The goodwill recognised on the acquisition was £91 million. The goodwill is attributable to anticipated synergies and will not be deductible for tax purposes.

Acquisition of non-controlling interests of MAP and Resolve

On 19 September 2025, the Group entered into agreements to purchase the remaining 49% shareholding of two subsidiaries, VML MAP A/S ("MAP") and Resolve Aps ("Resolve"), for total consideration of £134 million, payable in three equal instalments in January 2026, 2027 and 2028.

The present value of the consideration has been recognised within deferred consideration liabilities, with a corresponding adjustment to equity, including the derecognition of previous non-controlling interests.

28. RELATED PARTY TRANSACTIONS

The Group enters into transactions with its associate undertakings. In the year ended 31 December 2025, revenue of £137 million (2024: £132 million) was recognised in relation to Compas, an associate in the US.

The following amounts were outstanding at 31 December 2025 and 31 December 2024:

	2025	2024
	£m	£m
Amounts owed by related parties	105	68
Amounts owed to related parties	(126)	(104)

There are no material provisions for doubtful debts relating to these balances, and no material expense has been recognised in the income statement in relation to bad or doubtful debts in 2025 or 2024.

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TABLE OF CONTENTS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

29. RECONCILIATION OF PROFIT BEFORE TAXATION TO HEADLINE OPERATING PROFIT

Reconciliation of profit before taxation to headline operating profit:

	2025	2024	2023
	£m	£m	£m
Profit before taxation	131	1,031	346
Finance and investment income	(78)	(137)	(127)
Finance costs	352	417	389
Revaluation and retranslation of financial instruments	16	50	(7)
Profit before interest and taxation	421	1,361	601
Earnings from associates	(39)	(36)	(70)
Operating profit1	382	1,325	531
Goodwill impairment	641	237	63
Amortisation and impairment of acquired intangible assets	61	93	728
Other impairment charges	5	26	18
Restructuring and transformation costs	68	251	196
Property-related restructuring costs	127	26	232
Gains on disposal of investments and subsidiaries	(6)	(322)	(7)
Gain on disposal of property	—	(7)	—
Other transaction costs	—	10	—
Legal provision charges/(gains)	43	68	(11)
Headline operating profit1	1,321	1,707	1,750

Note

1Operating profit margin is calculated as operating profit as a percentage of revenue. Headline operating profit margin is calculated as headline operating profit as a percentage of revenue less pass-through costs

Headline operating profit is one of the metrics that management uses to assess the performance of the business. Reconciling items in the above table are components of operating profit, which are included in Note 3: Costs of services and general and administrative costs.

30. EVENTS AFTER THE REPORTING PERIOD

On 6 January 2026, WPP acquired 100% of the issued shares of Barrows North America Inc. (“Barrows”) from an associate of the Group, Retail Capital Holdings Ltd ("RCH"), for net consideration of £57 million. The Group continues to hold a 35% investment in RCH, and in January 2026, WPP received a special dividend of £19 million from RCH following the Barrows transaction.

F-66

Document

Exhibit 2.16

WPP plc

Sea Containers, 18 Upper Ground London,

United Kingdom, SEI 9GL

19 March 2026

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Dear Sir or Madam:

On 9 December 2025, WPP Finance 2013, a subsidiary of the registrant, issued EUR 1,000,000,000 3.625% Notes due 9 June 2031 (the "3.625% Notes"). The 3.625% Notes are guaranteed by WPP plc, WPP 2005 Limited and WPP Jubilee Limited.

The Registrant hereby agrees, pursuant to instruction 2(b)(i) to the Exhibits to Form 20-F, to furnish the Securities and Exchange Commission with a copy of the instruments relating to the 3.625% Senior Bonds upon request.

Very truly yours,
WPP plc
By:	/s/ Joanne Wilson
	Joanne Wilson
	Chief Financial Officer
	(principal financial officer)

Document

EXECUTION VERSION

SERVICE AGREEMENT

_9 JULY 2025

WPP 2005 LIMITED

and CINDY ROSE

CONTENTS

Clause    Page

1.Interpretation3

2.Commencement of Appointment4

3.Executive's Duties4

4.Place of Work5

5.Working Hours6

6.Remuneration6

7.Expenses and Benefits7

8.Pension7

9.Insurances7

10.Sickness Absence8

11.Holidays and Other Leave9

12.Other Interests9

13.Confidential Information10

14.Intellectual Property11

15.Termination of Employment13

16.Garden Leave15

17.Office as a Director15

18.Protective Covenants16

19.Data Protection16

20.Grievance and Disciplinary Procedure16

21.Collective Agreements17

22.General17

Schedules

1.Power of Attorney    19

2.Incentive Plans    20

3.Protective Covenants    22

4.Tax – Code Section 409A    26

THIS AGREEMENT is made as a DEED on    9

July 2025

BETWEEN:

(1)WPP 2005 LIMITED (registered number 01003653) whose registered office is at Sea Containers, 18 Upper Ground London SE1 9GL (the Company); and

(2)CINDY ROSE of 2 Riverdale Road, Twickenham TW12BS (the Executive).

IT IS AGREED as follows:

1.INTERPRETATION

1.1In this Agreement:

Appointment means the employment of the Executive by the Company on and subject to the terms of this Agreement;

Board means the board of directors of the Company or any committee of the board duly appointed for the purpose in question, from time to time;

Compensation Committee means the committee of non-executive directors as appointed by the Board of WPP plc from time to time including for the purposes of determining the Directors’ Compensation Policy;

Directors’ Compensation Policy means the directors’ compensation policy approved by shareholders of WPP plc from time to time;

FCA means the Financial Conduct Authority;

Financial Year means the Company's financial year ending on 31 December each year;

Group means the Company, any holding company of the Company, and any holding company of the holding company from time to time, together with any subsidiary of the Company or its holding company or the holding company of its holding company, and Group Company means any one of them;

holding company and subsidiary shall, as the context so permits, have the meaning given by section 1159 of the Companies Act 2006 or under relevant applicable laws in Jersey;

Recognised Investment Exchange means a relevant EEA market as defined in, or a market established under, the rules of any investment exchange specified in schedule 3 to the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005;

Taxes has the meaning given in paragraph 3.3 of Schedule 2;

Termination Date means the date on which the Appointment terminates for whatever reason; and

WPP Board means the board of directors of WPP plc or any committee of the board duly appointed for the purpose in question, from time to time.

1.2A reference to a particular law is a reference to it as it is in force for the time being, taking account of any amendment, extension or re-enactment, and includes any subordinate legislation for the time being in force made under it.

1.3The headings in this Agreement are for convenience only and do not affect its interpretation.

1.4References to this Agreement shall include all Schedules to it, and the parties agree that the terms of the Schedules shall apply to them.

2.COMMENCEMENT OF APPOINTMENT

2.1The Appointment will begin on 1 September 2025. The Executive does not have any previous employment with the Group that counts towards the period of continuous employment.

2.2The Appointment may be terminated in accordance with clause 15 (or in furtherance of any right either party may have at common law). There is no probationary period applicable to the Appointment.

2.3The parties acknowledge that the Executive’s appointment as a non-executive director of WPP plc shall terminate automatically without notice or payment in lieu of notice on the date the Appointment begins, save that the Executive shall remain as a director of WPP plc subject to the terms of this Agreement.

3.EXECUTIVE'S DUTIES

3.1The Executive shall serve the Company as Chief Executive Officer and as an Executive Director of WPP plc, and/or in such other capacity or capacities, within the Group as the Company may reasonably require from time to time, but subject always to it being consistent with their status, skills and experience.

3.2During the Appointment the Executive shall:

(a)diligently exercise such powers and perform such duties as may from time to time be assigned to them by the Board;

(b)accept any offices or directorships as reasonably required by the Company;

(c)use their best endeavours to promote, protect, develop and extend the business of the Company and any Group Company;

(d)comply with all reasonable and lawful directions given to them by the WPP Board;

(e)comply with all policies and procedures of the Company and/or the Group. The Executive's attention is drawn, in particular, but without limitation, to the Company's data protection, anti-bribery and corruption and expenses policies and the WPP Code of Conduct;

(f)comply with all requirements, recommendations or regulations of any regulatory authority which is relevant to the Executive's role and/or to the Company or any relevant Group Company;

(g)promptly make such reports to the WPP Board in connection with the affairs of the Company or any Group Company on such matters and at such times as are reasonably required;

report to the WPP Board their own wrongdoing and any wrongdoing or proposed wrongdoing of any other employee who reports to the Executive or a director of the Company or any Group Company, to the extent the Executive has first-hand knowledge of such wrongdoing or proposed wrongdoing by such employee or director, promptly on becoming aware of it;

(h)comply with the articles of association (as amended from time to time) of any Group Company of which they are a director;

(i)abide by all statutory, fiduciary or common law duties to the Company or any Group Company of which they are a director;

(j)do such things as are necessary to ensure compliance by the Executive and the Company or any relevant Group Company with:

(i)the UK Companies Act 2006 and the Companies (Jersey) Law 1991, and all such laws, regulations or instruments made pursuant to such legislation;

(ii)the UK version of the Market Abuse Regulation (596/2014/EU) which is part of UK law;

(iii)the rules published by the FCA and contained in the UK Listing Rules sourcebook which is part of the FCA Handbook; and

(iv)the UK Corporate Governance Code, each as amended from time to time;

(k)comply with all requirements, recommendations or regulations, as amended from time to time, of the FCA, the London Stock Exchange and any other applicable stock exchange from time to time, and all other regulatory authorities relevant to the Company or any Group Company;

(l)comply with any code of practice issued by the Company (as amended from time to time) relating to holding, trading or dealing in the securities of the Company or any Group Company; and

(m)comply with the requirements under both legislation and regulations on insider dealing.

3.3During the Appointment the Executive will be required to complete mandatory training from time to time. The Executive will be notified of any such training.

3.4In addition to mandatory training, the Group operates a rolling programme of training courses to promote professional development. The Executive will be entitled to participate in training courses appropriate to their level of seniority and role, subject to their availability based on business needs. Full details of these courses are available from the Company upon request.

3.5The Executive will not be charged for their participation in any training undertaken pursuant to sub clauses 3.3 or 3.4.

4.PLACE OF WORK

The Executive's normal place of work shall be the Company’s head office in the UK from time to time as the Company may reasonably determine, for the proper performance of their duties. The Executive shall travel to such places (inside and) outside the UK as may be required in order to properly perform their duties, in particular, to the USA. In connection therewith, the Executive is likely from time to time to be required to work outside the UK for periods exceeding one month.

4.1There are currently no additional terms which apply where the Executive is required to work outside the UK for a period exceeding one month, but the Company reserves the right to issue such terms, where reasonably required, and any such terms will be notified to the Executive in writing.

5.WORKING HOURS

5.1The parties agree that the Executive's role and senior status are such that the Executive will determine the whole of their working time themselves, and their working time cannot be measured or pre-determined and, accordingly, that the Appointment falls within the scope of Regulation 20 of the Working Time Regulations 1998, meaning that the restrictions on working time set out in the Working Time Regulations do not apply to them.

5.2During the Appointment, unless prevented by ill-health or accident and except during holiday taken in accordance with clause 11, the Executive shall devote the whole of their time, skill and attention during normal business hours, and at such other times as may be reasonably necessary (without additional remuneration), to their duties under this Agreement.

6.REMUNERATION

6.1The Company will pay the Executive a salary of £1,250,000 and a fixed benefits allowance of

£35,000 per annum. The salary and (so far as is reasonably possible) the benefits allowance will accrue from day to day and be payable in equal instalments in arrears on or around the 25th day of every month, less deductions for income tax and National Insurance contributions and shall be inclusive of any fees receivable by the Executive as a director of any Group Company.

6.2The Executive's salary will be reviewed by the Compensation Committee in line with the Directors’ Compensation Policy. There will be no salary review after notice to terminate this Agreement has been given by either party. The Company has no obligation to increase the Executive's salary following a review.

6.3The Executive will be eligible to participate in any bonus or discretionary remuneration plan on such terms as the Compensation Committee may from time to time decide and always subject to the terms of the Directors’ Compensation policy and to additional terms and conditions including the malus and clawback provisions of all relevant bonus, share or stock plans and as referred to in Schedule 2.

6.4Any bonus payment to the Executive shall be purely discretionary and shall not form part of the Executive's contractual remuneration under this Agreement. Payment of a bonus to the Executive in one year shall confer no right on the Executive to receive a bonus in any other year. Specifically, but without limitation, the Executive shall have no right to be considered for, or payment of, a bonus where the Executive is subject to, or may about to be subject to, an ongoing investigation or disciplinary process into facts or matters which could lead to such bonus being forfeited, or reduced and in all events if the Appointment has terminated for any reason or if they are under notice of termination whether given by the Executive or the Company at or prior to the date when a bonus might otherwise have been payable. For the avoidance of doubt, if the Executive is found to be not guilty of any of the allegations made during any such disciplinary process, they will (once the disciplinary process is concluded) have the right to be considered for a bonus as if there had been no such investigation or disciplinary process.

If the Executive’s employment commences after 1 January 2026, any bonus payable in respect of the 2026 Financial Year will be calculated on a time prorated basis.

6.5Any bonus or discretionary remuneration payable to the Executive in connection with the Appointment (in whatever form and whether awarded before or after the date of this Agreement) shall not be pensionable and is subject to such deductions as are required by law.

6.6The Executive agrees that every benefit arising out of or in connection with their employment whilst they remain a director is subject to change (including detrimental change without compensation) where any particular benefit paid, or otherwise owing or becoming payable to them in the future, breaches or may breach the terms of the Directors’ Compensation Policy.

7.EXPENSES AND BENEFITS

7.1The Company will reimburse the Executive (on production of such evidence as it may reasonably require) the amount of all travelling and other expenses properly and reasonably incurred by the Executive in the discharge of their duties in strict accordance with the Company's expenses policy from time to time.

7.2The Company shall, or shall procure that a Group Company shall, make available to the Executive a serviced apartment in Manhattan, New York City for the purposes of fulfilling the Executive’s duties in connection with this Agreement and shall make a payment to the Executive via payroll on account of any tax payable (and evidenced to the satisfaction of the Company as due) in connection with the provision of said serviced apartment on a grossed up and true up basis (covering any UK income tax, US state and/or US federal income tax), such amount to be calculated after the Executive's US tax return for the relevant year has been finalised and paid no later than the end of the calendar year in which the Executive pays such taxes, subject to the Company having the power to terminate this benefit:

(a)after 12 months from the date the Appointment commences (prior to which WPP plc will propose, for shareholder approval, a revised Directors’ Compensation Policy which would allow the provision of such apartment (and tax thereon), or a cash allowance in lieu, on an ongoing basis); and/or

(b)at any time and provide a cash allowance in lieu (subject to compliance with the Directors’ Compensation Policy in force from time to time).

8.PENSION

8.1The Company operates a Group pension plan (the Plan). The Executive is entitled to participate in the Plan (or such pension scheme as may be established by the Company to replace the Plan), subject to its trust deeds and rules from time to time and the Directors’ Compensation Policy in place from time to time. If they opt out of the Plan, they will receive in lieu the annual sum of 10% of their current salary, less deductions for income tax and National Insurance contributions, paid monthly in instalments together with their salary.

8.2The Company reserves the right to terminate the Plan at any time without replacing it. In this event, and assuming they are, or have been, a member, the Executive's rights (if any) will be in accordance with the said trust deeds and rules.

9.INSURANCES

In partial spend of the fixed benefits allowance referred to in sub-clause 6.1, the Executive and their spouse or civil partner and any children under the age of 21 (or 24 if in full time education) are entitled to membership of a private medical insurance scheme.

9.1In partial spend of the fixed benefits allowance referred to in sub-clause 6.1, the Executive is entitled to membership of a Group income protection plan, which will be paid for by the Company.

9.2Participation in all insurance schemes from time to time is subject to:

(a)the terms of the relevant insurance scheme, as amended from time to time;

(b)the rules or the insurance policy of the relevant insurance provider, or WPP Healthcare Trust as amended from time to time; and

(c)the Executive (and where relevant any other potential beneficiary) satisfying the normal underwriting requirements of the relevant insurance provider and the premium being at a rate which the Company considers reasonable.

9.3If the insurer refuses for any reason to provide the benefit to the Executive (or any relevant dependant) the Company shall not be liable to provide to the Executive any replacement benefit of the same or similar kind or to pay any compensation in lieu of such benefit. Full details of the insurance schemes are available from the Global Reward Director.

9.4For the avoidance of doubt, the Company's sole obligations in respect of the insurance benefits referred to in sub clause 9.1 and 9.2 is to pay the premia from time to time requested by the provider and to pay to the Executive any sums as may from time to time be received by the Company from the provider in respect of any claim made by the Executive (for them or a dependent) under any insurance scheme.

9.5The Company shall have the right at its sole discretion to alter the cover provided or any term of any insurance scheme or to cease to provide (without replacement) any insurance scheme or cover at any time.

9.6The Executive is entitled to the benefit of any indemnity in the Company's articles of association and will also be entitled to the benefit of cover under such directors and officers liability insurance policy as is maintained by the Company from time to time, providing the Executive with not less than the level of cover provided to other Board members during the period of the Executive's employment and for a minimum of six years after its termination.

10.SICKNESS ABSENCE

10.1If the Executive cannot attend work due to sickness or injury, the Executive will keep the Chair informed of their condition and, where the absence lasts for a period of seven calendar days or more, the Executive will (at the request of the Company) produce a doctor's certificate to the Company in respect of their absence.

10.2Provided the Executive complies with the Company's sickness absence notification and certification requirements, the Executive shall be entitled to receive their full salary and contractual benefits during any period of sickness absence not exceeding 26 weeks in any rolling period of 12 months. These payments shall be inclusive of any Statutory Sick Pay due. No payment of salary will be made during any subsequent period of absence the Executive is eligible to receive benefits under the Group income protection plan referred to in sub clause 9.2.

If the Executive is absent due to illness for more than one month, the Board shall be entitled at any time thereafter to appoint an executive director or employee to perform the Executive's duties and to exercise their powers until the Executive is able to resume their duties, following which such substitute will cease to act in the Executive's role.

10.3The Company reserves the right to terminate the Appointment under the terms of this Agreement even when this would or might cause the Executive to forfeit any entitlement to sick pay or Group income protection benefit.

11.HOLIDAYS AND OTHER LEAVE

11.1The Company's holiday year runs from 1 January to 31 December (the Holiday Year). The Executive is entitled to 30 days' paid holiday in addition to the usual public or bank holidays in England) in every Holiday Year, to be taken at times convenient to the Company.

11.2No accrued but untaken holiday may be carried forward to the next holiday year and will lapse unless the Executive has been prevented from taking holiday due to sickness or statutory family leave to which they are or may be entitled further to Company policy from time to time.

11.3The Company reserves the right to require the Executive to take any outstanding holiday during any period of notice of termination of employment or to make a payment in lieu of holiday outstanding at the Termination Date. If, at the Termination Date, the Executive has taken more holiday than they have accrued, the Executive hereby expressly consents to the Company deducting an appropriate amount from any payments otherwise due them. Deductions and payments in lieu of holiday are to be calculated on the basis that a day's holiday is equal to 1/260 of the Executive's basic salary.

11.4Subject to the Executive satisfying the statutory eligibility criteria and, where relevant, the Company’s applicable rules in force from time to time, the Executive may be eligible to take other paid leave during their employment, including:

(a)statutory maternity, paternity, adoption, neonatal care, shared parental and parental bereavement leave, and the Executive may be eligible to receive Company maternity, paternity, adoption, neonatal care and shared parental and parental bereavement pay, subject to the rules set out in the Company’s policies in force from time to time; and

(b)ad hoc paid leave in accordance with the Company’s policies in force from time to time.

11.5Full details of such leave and pay during any such leave are available from the Company.

12.OTHER INTERESTS

12.1During the Appointment, the Executive may not accept any employment with or appointment to any office, whether paid or unpaid, in relation to anybody, whether corporate or not (other than a Group Company), or directly or indirectly be interested in any manner in any other business except:

(a)as holder or beneficial owner (for investment purposes only) of any class of securities in a company if those securities are listed or dealt in on a Recognised Investment Exchange and the Executive (together with their spouse, children, parents and parents' issue) neither holds nor is beneficially interested in more than 1% of the securities of that class; or

(b)with the consent in writing of the Company, not to be unreasonably withheld and which may be given subject to any terms which the Company reasonably requires.

12.2The parties acknowledge that, as at the date of this Agreement, the Executive is:

(a)a member of the Advisory Board of McLaren Racing Limited (a non-remunerated position);

a member of the Advisory Board of Imperial College Business School (a non-remunerated position); and

(b)a passive investor and shareholder in Dos Hombres.

13.CONFIDENTIAL INFORMATION

13.1In this clause 13, Confidential Information means information (whether or not recorded in documentary form, or stored on any magnetic or optical disk or memory) relating, without limitation, to the business, clients, customers, products, affairs and finances of the Company or any Group Company for the time being confidential to the Company or any Group Company or in relation to which the Company or any Group Company is subject to a duty of confidentiality and trade secrets including, without limitation, technical data and know-how relating to the business of the Company or any Group Company or of any persons having dealings with the Company or any Group Company, whether or not such information (if it is not in oral form) is marked confidential, and includes, without limitation:

(a)existing and prospective activities of the Company or any Group Company, including timing, business plans and financial information;

(b)existing and prospective terms of business, prices and pricing strategies and structures, profit margins, trading arrangements, discounts and rebates of the Company or any Group Company;

(c)existing and prospective marketing information, plans, strategies, tactics and timing relating to the Company or any Group Company;

(d)existing and prospective lists of suppliers and rates of charge relating to the Company or any Group Company;

(e)existing and prospective financial and other products or services, including applications, designs, technical data and qualifications relating to the Company or any Group Company;

(f)existing and prospective software applications relating to the Company or any Group Company;

(g)information relating to existing and prospective officers, employees and consultants of the Company or any Group Company including their engagement, their contractual terms including commission and bonuses and information relating to the termination of their employment or appointment with the Company or any Group Company;

(h)any disputes and litigation proposed, in progress or settled in relation to the Company or any Group Company;

(i)any invention, technical data, know-how or other manufacturing information of the Group or its customers/clients; and

(j)existing and prospective research and development activities.

The Executive must not make use of or divulge to any person or entity, and must use their best endeavours to prevent the unauthorised use, publication or disclosure of, any Confidential Information which is disclosed or made available to the Executive, either directly or indirectly, during the course of, or in connection with, the Executive's employment or their holding any office within the Group from any source within the Company or any Group Company and shall be under an obligation promptly to report to the Group any such unauthorised use or disclosure which comes to their knowledge.

13.2Nothing in this Agreement (including this clause 13) shall prevent the Executive from making any disclosure of information which:

(a)is used or disclosed in the proper performance of the Executive's duties or with the prior written consent of the Company or any Group Company;

(b)is ordered to be disclosed by a court or tribunal of competent jurisdiction, if required by any governmental body, or if otherwise required to be disclosed by law or in accordance with applicable regulatory obligation;

(c)is disclosed as part of any report of an offence to, or as part of co-operating with a criminal investigation by, the police and/or any law enforcement agency;

(d)is already in the public domain (other than as a result of unauthorised disclosure by the Executive or any other person); or

(e)is already lawfully possessed by the Executive without any obligations of confidentiality or restrictions on use.

13.3The Executive shall not, during the Appointment or at any time thereafter, make, except for the benefit of the Company or any Group Company, any copy, record or memorandum (whether or not recorded in writing or on computer disk or tape) of any Confidential Information and any such copy, record or memorandum made by the Executive during the Appointment shall be and remain the property of the Company and accordingly shall be returned by the Executive to the Company on the Termination Date or when required to do so by the Company.

13.4The Executive shall not other than in the ordinary course of the Appointment without the prior written consent of the Board either directly or indirectly publish any opinion, fact or material or deliver any lecture or address or participate in the making of any film, radio broadcast or television transmission or communicate with any representative of the media or any third party relating to:

(a)the business or affairs of the Company or of any other Group Company or to any of its or their officers, employees, customers, clients, suppliers, distributors, agents or shareholders; or

(b)the development or exploitation of any Intellectual Property Rights, including Confidential Information.

13.5Each of the restrictions in each sub clause above will be enforceable independently of each of the others and its validity will not be affected if any of the others are invalid. If any of those restrictions are void but would be valid if some part of the restriction were deleted, the restriction in question will apply with such modification as may be necessary to make it valid.

13.6For the avoidance of doubt, nothing in this Agreement precludes the Executive from making a protected disclosure within the meaning of Part 4A (Protected Disclosures) of the Employment Rights Act 1996.

14.INTELLECTUAL PROPERTY

14.1For the purposes of this Agreement, the following definitions shall apply:

Intellectual Property Rights means: (i) copyrights, moral rights, patents, inventions, know-how, Confidential Information, database rights, brands, business names, domain names, and rights in trademarks, service marks and designs (whether registered or unregistered);

(ii)applications for registration, and the right to apply for registration, and registrations for any of the same, and any renewals, reissues, extensions, continuations or divisions thereof;

(iii)rights to use such assets listed in subparagraphs (i) and (ii) under licences, consents, orders, statutes or otherwise; and (iv) all other intellectual property rights and equivalent or similar forms of protection now or hereafter existing anywhere in the world.

(a)IP Materials means all documents, software, photographic or graphic works of any type, and other materials in any medium or format which are created by or on behalf of the Executive in the course of performing their obligations under this Agreement and which are protected by or relate to Intellectual Property Rights.

14.2Any Intellectual Property Rights created by the Executive or arising in the course of their employment or them performing their obligations under this Agreement shall belong to and vest in the Company.

14.3To the extent that ownership of Intellectual Property Rights does not vest in the Company by operation of law, the Executive hereby assigns to the Company their entire right, title and interest in all Intellectual Property Rights which arise in the course of performing their obligations under this Agreement (including all present and future copyright, and copyright revivals and extensions). This assignment shall take effect upon the creation of each of the Intellectual Property Rights but if for any reason this does not occur, they agree that they will hold all such Intellectual Property Rights on trust for the benefit of the Company until such time as it does.

14.4The Executive agrees to sign all documents and to do all other acts which the Company requests (at its expense) to enable the Company to enjoy the full benefit of this clause 14. This includes joining in any application, which may be made in the Company's sole name for registration of any Intellectual Property Rights (such as a patent, trademark or registered design), and assisting the Company in defending and enforcing such rights during and after the employment (at the Company's expense).

14.5Without prejudice to the generality of clause 13 (Confidential Information), the Executive may only use the Intellectual Property Rights and IP Materials to perform their obligations under this Agreement, and shall not disclose any Intellectual Property Rights or IP Materials to any third party without the express prior written consent of the Company.

14.6The Executive waives all moral rights in IP Materials to which they may otherwise be entitled under the law of any relevant jurisdiction and which cannot be vested or assigned pursuant to sub clause

14.2 or 14.3. To the extent that any moral rights cannot be waived under the laws of any relevant jurisdiction, the Executive agrees that they will not enforce such rights.

14.7The Executive shall promptly transfer to the Company all IP Materials in their possession or under their control as at the Termination Date, or at any time when the Company requests. No copies or other record of any IP Materials may be retained by the Executive except with the prior written consent of the Company.

14.8The Executive understands and accepts that the remuneration and benefits provided to them by the Company in accordance with this Agreement constitute sufficient consideration to the Executive for the performance of their obligations under this clause 14 including, for the avoidance of doubt, the waiver of or covenant not to assert any moral rights that they may have.

This clause 14, and the rights and obligations of the parties contained herein, shall survive expiry of this Agreement, or its termination, for any reason.

15.TERMINATION OF EMPLOYMENT

15.1The Appointment may be terminated by either party giving the other at least 12 months' notice in writing.

15.2The Company may in its sole and absolute discretion (whether or not any notice of termination has been given under sub clause 15.1) terminate this Agreement at any time and with immediate effect by giving notice in writing to the Executive that the Company is exercising its rights pursuant to this clause 15. If the Company elects to terminate the Executive's employment in this way, it will make, within 30 days the first instalment (of equal monthly instalments) of a payment in lieu of notice (Payment in Lieu) equal to the basic salary and any benefits, as at the Termination Date, which the Executive would have been entitled to receive under this Agreement during the notice period referred to at sub clause 15.1 (or, if notice has already been given, during the remainder of the notice period), less all relevant deductions for income tax and National Insurance contributions. For the avoidance of doubt, the Payment in Lieu shall not include any element in relation to:

(a)any bonus or discretionary payment(s) that might otherwise have been due during the period for which the Payment in Lieu is made; and

(b)any payment in respect of any holiday entitlement that would have accrued during the period for which the Payment in Lieu is made.

15.3The Company shall pay any sums due under sub clause 15.2 in equal monthly instalments until the date on which the notice period referred to at sub clause 15.1 would have expired if notice had been given (the Payment Period).

15.4The Payment in Lieu is at all times conditional on the Executive informing the Company as soon as reasonably practicable in the event that they receive, or have a right to receive, remuneration from any source in respect of their employment or the provision of their services during the Payment Period or relating to the Payment Period (remuneration shall include any salary, fee or other payment or benefit).

15.5If the Executive obtains alternative employment or an alternative engagement during the Payment Period any further monthly instalments of the Payment in Lieu will be reduced on a pro rata basis by any payment or remuneration in respect of such alternative employment or alternative engagement during the Payment Period or relating to the Payment Period.

15.6The Executive shall have no right to receive a Payment in Lieu unless the Company has exercised its discretion in sub clause 15.2.

15.7Nothing in this clause 15 shall prevent the Company from terminating the Appointment in breach of contract or of common law.

15.8If the Executive:

(a)materially fails or neglects efficiently and diligently to discharge their duties, including, without limitation their statutory director duties under applicable law, or is guilty of any serious or repeated material breach of their obligations under this Agreement and, if that material breach is remediable, fails to remedy the breach within a period of 21 days after being notified in writing to do so;

is guilty of any fraud, dishonesty, serious misconduct or any other conduct which, in the reasonable opinion of the Board, brings or is likely to bring the Executive or the Company or

any Group Company into disrepute or affects or is likely to affect prejudicially the interests of the Company or the Group;

(b)is convicted of an arrestable offence (other than a road traffic offence for which a non-custodial penalty is imposed);

(c)is guilty of any material breach or material non-observance of any code of conduct, requirement, rule or regulation referred to in sub clause 3.2;

(d)becomes bankrupt or makes any arrangement or composition with their creditors;

(e)is prohibited from being a director by law;

(f)resigns as a director without the Company’s prior consent;

(g)has become physically or mentally incapable of acting as a director and may remain so for more than six months, according to a written opinion issued in relation to the Executive to the Company from a registered medical practitioner who is treating the Executive; or

(h)is not or ceases to be eligible to work in the UK,

the Company may by written notice to the Executive terminate this Agreement with immediate effect.

15.9The Company's rights under clause 15.8 are without prejudice to any other rights that it might have at common law to terminate the Appointment or to accept any breach of this Agreement by the Executive as having brought the agreement to an end. Any delay by the Company in exercising its rights shall not constitute a waiver thereof.

15.10On the Termination Date or, at the request of the Board on either party giving notice to terminate this Agreement, the Executive will immediately:

(a)deliver to the Company all other property in their possession, custody or under their control belonging to any Group Company including (but not limited to) computers and any other electronic devices, business cards, credit and charge cards, security passes, original and copy documents or other media on which information is held in their possession relating to the business or affairs of any Group Company; and

(b)to the extent possible without third-party intervention, irretrievably delete (without keeping any copies in any format) any information relating to the business or affairs of the Company or any Group Company or any of its or their business contacts from any computer or communications systems, including any website or email account, owned or used by the Executive outside the Company's premises and notify the Company of any passwords the Executive used in relation to its computer system.

15.11If the Executive's rights or benefits under any share option or share incentive scheme in which the Executive may participate (as set out at the date hereof in Schedule 2) are affected by the termination of the Employment, their rights will be determined solely in accordance with the rules of the relevant scheme and the Executive shall not be entitled to any compensation for the loss of any rights or benefits under such scheme.

If the Appointment is terminated for the purpose of the reconstruction or amalgamation of the Company or by reason of the Company transferring all or a substantial part of its business to another company and the Executive is offered employment by the reconstructed or amalgamated or transferee company on similar terms to the terms of this Agreement, the Executive will have no claim

against the Company or such reconstructed or amalgamated or transferee company in respect of the termination of the Appointment.

16.GARDEN LEAVE

16.1Following service of notice to terminate the Appointment by either party or if the Executive purports to terminate the Appointment in breach, the Board may suspend all or any of the Executive's duties and powers for such periods and on such terms as it considers expedient and this may include a term that the Executive:

(a)must stay away from all or any of the Company's premises, and/or

(b)will not be provided with any work, and/or

(c)will have no business contact with all or any of the Group's agents, employees, customers, clients, distributors and suppliers, and/or

(d)will have no access to the Company's communications systems. (referred to as Garden Leave).

16.2During any period of Garden Leave the Company will continue to pay the Executive's salary and maintain the benefits to which they are contractually entitled prior to the commencement of Garden Leave (for the avoidance of doubt the Executive shall not be entitled to any bonus or discretionary payment(s) during any period of Garden Leave).

16.3During any period of Garden Leave the Company may appoint a replacement to exercise any of the Executive's duties and responsibilities and may require the Executive to take such actions as the Company reasonably requires to effect a proper handover of any of their duties and responsibilities. Alternatively, the Company may require the Executive to carry out exceptional duties or special projects outside the normal scope of their duties and responsibilities (provided such projects are broadly commensurate with their status).

16.4During any period of Garden Leave the Executive's employment will continue and the Executive will continue to be bound by their obligations under this Agreement and by their general duties of fidelity and good faith (and, where applicable, as a fiduciary). The Executive agrees that the Company may, if it so chooses, announce to third parties that the Executive has resigned or been given notice (as the case may be) but they will not make any comment on their status or change of duties, except to confirm they are on garden leave.

17.OFFICE AS A DIRECTOR

17.1Any office or directorship which the Executive holds in any Group Company is subject to the articles of association of the relevant company from time to time.

17.2The Executive is required to familiarise themself with all their responsibilities as a director, legal and/or otherwise.

Upon termination of this Agreement, or on the Board's request, the Executive will resign from any office held by them in any Group Company without any claim for compensation. This clause does not prejudice the Executive’s right to bring any legal claims against the Company that may arise from their employment and/or its termination.

17.3The Executive shall, at the time of signing this Agreement, appoint the Company as their attorney by executing a Power of Attorney in the form set out in Schedule 1 so that the Company can give effect to the provisions of sub clause 17.3 above and clause 14 above as required.

17.4In the event that the Executive fails to be re-elected as a director of any Group Company, or if the Executive resigns as a director of any Group Company at the Company's request, this Agreement shall not automatically terminate and the Executive will continue as an employee of the Company unless and until either party elect to terminate the employment (either in accordance with clause 15.1, or where the Company may have a right to terminate their employment summarily under clause 15 or at common law).

17.5The Executive must not resign from any directorship or office of any Group Company, except on termination of this Agreement (by either party), on the Board's request or as provided in the articles of association of the Company, and they must not do anything that would cause them to be disqualified from continuing to act as a director.

18.PROTECTIVE COVENANTS

18.1The Executive acknowledges that their senior position with the Company and any Group Company gives them access to and the benefit of confidential information vital to the continuing business of the Company and any Group Company and influence over and connection with the Company's customers, clients, suppliers, distributors, agents, employees, workers, consultants and directors and those of any Group Company in or with which the Executive is engaged or in contact and acknowledges and agrees that the provisions in Schedule 3 are reasonable in their application to them and necessary but no more than sufficient to protect the interests of the Company and any Group Company.

18.2If any person offers to the Executive any arrangement, contractual or otherwise, and whether paid or unpaid, which might or would cause the Executive to breach any of the covenants in Schedule 3, the Executive will notify that person of the terms of that Schedule 3 and provide that person with a complete copy of it.

19.DATA PROTECTION

The Company takes its data protection obligations very seriously and complies with its legal obligations under the General Data Protection Regulation and the Data Protection Act 2018 to protect the privacy and security of the Executive's personal information. As a data controller the Company is required to inform the Executive how we hold and use their information.

20.GRIEVANCE AND DISCIPLINARY PROCEDURE

20.1If the Executive is dissatisfied with any disciplinary decision relating to them, including any decision to dismiss them, they will have the right to appeal to the Chair, whose decision will be final.

20.2If the Executive seeks to redress any grievance relating to their employment, the Executive should raise this in the first instance with the Chair. If the matter is not satisfactorily resolved, the Executive should then apply in writing to the Board and the Board's decision will be final.

The Company may suspend the Executive from any or all of their duties for as long as is reasonably necessary to investigate any matter in which the Executive is or is alleged to be implicated or involved, whether directly or indirectly, or in the event that the Company believes that the Executive's presence in the office would be detrimental to any investigation or to other employees or to the Executive. The provisions of clause 16.1 (a) to (d) and 16.2 will apply during any such period of

suspension, with any additional terms depending on the circumstances that may be notified to the Executive in writing at that time.

21.COLLECTIVE AGREEMENTS

The Company is not a party to any collective agreement which affects the Executive's employment.

22.GENERAL

22.1This Agreement is governed by and construed in accordance with English law, save where provided otherwise herein.

22.2The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

22.3This Agreement contains all the information which is required to be provided to the Executive under section 1 of the Employment Rights Act 1996.

22.4Any payments, benefits or awards offered, made or provided to the Executive under this Agreement are and remain subject to any law, regulation, or regulatory guidance from time to time applicable, and the Directors’ Compensation policy. The Company and WPP plc are only authorised to make payments to the Executive which are within the terms of the Directors’ Compensation policy. Any other payment shall require the express approval of the shareholders of WPP plc and WPP plc will be under no obligation to seek the approval of its shareholders in general meeting for any such payment.

22.5As from the effective date of this Agreement, all other agreements or arrangements between the Company or any Group Company relating to the employment of the Executive cease to have effect. This Agreement (and the documents referred to within it) comprises the whole agreement between the Executive and the Company relating to the Executive's employment by the Company.

22.6Each Group Company shall have the right under the Contracts (Rights of Third Parties) Act 1999 to enforce the rights bestowed on it by this Agreement. The consent of a Group Company is not required to amend any terms of this Agreement. Except as set out in this clause 22, a person who is not a party to this Agreement may not enforce any of its provisions under the Contracts (Rights of Third Parties) Act 1999.

This Agreement may be executed in any number of counterparts, each of which, when executed, shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

Signatories

SIGNED by WPP 2005 LIMITED

acting by Andrea Harris    )

SIGNED by CINDY ROSE    )

SCHEDULE 1

POWER OF ATTORNEY

By this Power of Attorney made on    I, Cindy Rose, in accordance with the terms of my service agreement (the Service Agreement) with WPP 2005 Limited (the Company) dated today HEREBY APPOINT the Company to act as my attorney with authority in my name and on my behalf (so that words and expressions defined in the Service Agreement shall have the same meaning herein):

(a)during my employment or after it has terminated, to do anything and sign or execute any document and generally to use my name for the purpose of giving to the Company or to any Group Company or its or their nominee(s) the full benefit of clause 14 (Intellectual Property);

(b)during my employment or after it has terminated, to do anything and sign or execute any document as may be required under the constitution of the Company and each Group Company to make my resignation as a director from those companies effective; and

(c)to appoint any substitute and to delegate to that substitute all or any powers conferred by this Power of Attorney.

I declare that this Power of Attorney, having been given by me to secure my obligations under clause 14 (Intellectual Property) and clause 15 (Termination of Employment) of the Service Agreement, shall be irrevocable in accordance with section 4 of the Powers of Attorney Act 1971.

This Power of Attorney is governed by and construed in accordance with English law, save where provided otherwise herein.

The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Power of Attorney or its subject matter or formation (including non-contractual disputes or claims).

IN WITNESS whereof this Power of Attorney has been duly executed on the date stated above.

EXECUTED as a deed by CINDY ROSE    )

)

in the presence of:    )

Witness:

Signature:    ...........................................................

Name:    ...........................................................

Address:    ...........................................................

...........................................................

...........................................................

...........................................................

SCHEDULE 2

INCENTIVE PLANS

The Executive will be eligible to participate, from the date of the Appointment, in the Company’s incentive plans for senior executives in place from time to time including those referred to below (or their replacement) in accordance with the rules of the relevant plans from time to time. In respect of future participation, the Company may alter the rules or replace the incentive plans altogether without prior notice.

The receipt of any bonus, award, stock or payment under any or all of these plans in one year shall not create any right or expectation to any bonus or payment in any subsequent year.

1SHORT TERM INCENTIVE PLAN (STIP)

1.1All awards under the STIP are discretionary and subject to the approval of the Compensation Committee and the provisions of the Directors’ Compensation Policy.

1.2The Executive’s STIP target award for 2025 will be up to 125% of base salary with a potential award of up to a maximum of 250% of basic salary depending on how far the target may be exceeded. If the Executive’s employment with the Company commences after the start of the financial year, any bonus will be pro-rated accordingly.

1.3STIP awards are paid out partly in cash and partly in the form of a deferred stock award (known as an Executive Share Award), the exact split from time to time being a matter of Compensation Committee discretion. The cash element under the STIP is payable in the year following the year for which the bonus is payable. The Executive Share Award will vest on the date set when it is granted subject to the rules of the relevant share plan.

1.4Subject at all times to the Directors’ Compensation Policy in place from time to time and the rules of the relevant share plan, the Executive is entitled to receive their STIP award (cash and Executive Share Award) for any particular year provided they are employed on the last date of the performance period. If the Executive is not employed, they will not receive it (and the Executive will not have any rights against the Company and/or WPP plc in respect of the loss of such entitlement) unless the Compensation Committee decides to award a pro-rata STIP award in respect of the period worked.

1.5In the event the Executive’s employment is terminated or they are under notice of termination, whether such notice is given or received by the Company, after the grant date of the Executive Share Award, the Executive Share Award will be dealt with in accordance with the rules of the relevant share plan and the relevant award’s terms.

2EXECUTIVE PERFORMANCE SHARE PLAN (EPSP)

2.1At the sole and absolute discretion of the Compensation Committee, the Executive will be eligible to participate in the Executive Performance Share Plan (or any replacement plan).

2.2The Company currently expects that the Executive will be granted an award under the EPSP over WPP plc stock with a maximum opportunity of 400% of their base salary. The Award will vest in line with the EPSP rules as amended from time to time and subject to the satisfaction of any performance conditions and the Directors’ Compensation Policy from time to time. If the Executive’s employment with the Company commences after the start of the financial year, any EPSP award granted in that financial year will be pro-rated accordingly.

3MALUS AND CLAWBACK

3.1By entering into this Agreement, the Executive acknowledges and agrees that in accordance with any malus and clawback policy operated by the Company from time to time and the terms and conditions of any bonus or share award, the Compensation Committee may determine (acting reasonably and in good faith) that any bonus or share award, including any buyout awards, shall be reduced or cancelled prior to payment or vesting.

3.2Subject to paragraph 3.3, the Executive will, if required to do so by the Compensation Committee, repay to the Company or to another Group Company as notified by the Company the gross amount of cash or shares that the Compensation Committee has determined (acting reasonably and in good faith) under that policy and those terms and conditions shall be repaid. Repayment may be by way of deduction from any remuneration due to the Executive in the future, including but not limited to future salary, bonus or share awards.

3.3If the Executive was subject to tax, social security contributions or other levies ("Taxes") on payment of the award, and in the Compensation Committee’s reasonable opinion the Executive will not get a credit or repayment of some or all of the Taxes, the Compensation Committee may reduce the amount of cash or shares that the Executive can be required to pay/transfer under paragraph 3.2 by the amount that reflects the Taxes in respect of which credit or repayment is unavailable.

3.4The Compensation Committee will act reasonably in using its authority under paragraphs 3.1 to 3.3 of this Schedule.

4SHAREHOLDING POLICY

4.1The Executive will also comply with the shareholding requirements set out in the WPP Executive Director Shareholding Policy, and Directors’ Compensation Policy from time to time, including in respect of obligations applicable to the Executive following the Termination Date.

4.2This currently requires the Executive to build and retain a shareholding of 600% of base salary within seven years from the date of Appointment, and in line with corporate governance requirements, includes a post-employment shareholding requirement such that the Executive must hold 100% of their shareholding requirement for the first year following cessation of employment, reducing to 50% for the second year.

The Executive agrees that whilst subject to the shareholding requirements, shares may be held in a private brokerage account, however, shares within such an account may only be sold once clearance has been obtained. The Executive understands that any decisions relating to the shareholding policy will be made by the Compensation Committee.

SCHEDULE 3

Protective Covenants

1The Executive agrees and undertakes with the Company acting on behalf of itself and as agent for each Group Company that they will not in any Relevant Capacity at any time during the Restricted Period:

(a)within or in relation to the Restricted Territory take any steps preparatory to or be directly or indirectly engaged, employed, interested or concerned in:

(i)any Competing Business; and/or

(ii)any Target Business Entity,

(b)within or in relation to the Restricted Territory acquire a substantial or controlling interest directly or by or through any nominee or nominees in any Competing Business, Target Business Entity or in any Person owning or controlling a Competing Business or Target Business Entity; or

(c)solicit or attempt to solicit, canvass, interfere with or entice away from the Company or any Relevant Group Company the custom or any prospective custom of any Client or any Prospect with a view to providing to that Client or Prospect any products or services which are the same as or materially similar to any Restricted Business in competition with the Company or any Relevant Group Company; or

(d)provide or agree to provide any products or services which are the same as or materially similar to any Restricted Business to any Client or any Prospect in competition with the Company or any Relevant Group Company; or

(e)solicit, entice or encourage or attempt to solicit, entice or encourage any Key Individual to leave the employment of the Company or any Relevant Group Company (whether or not such person would commit any breach of their contract of employment by doing so); or

(f)employ, engage, appoint, enter into partnership or association with or in any way cause to be employed, engaged or appointed any Key Individual in relation to any Person which is or is proposing to be a Competing Business or is or is proposed to be directly or indirectly owned by or controlling any Competing Business; or

(g)provide or agree to provide any products or services which are the same as or materially similar to any Restricted Business in respect of any Competitor Account; or

(h)be employed or engaged by any Client or Prospect if as a result the Client or Prospect will cease to use or materially reduce its usage of the products or services of the Company or any Relevant Group Company or, in the case of a Prospect, will not use the products or services of the Company or any Relevant Group Company or use them to a materially lesser extent; or

solicit or try to solicit or place orders for the supply of products or services from any Supplier if as a result the Supplier will cease supplying, materially reduce its supply or vary detrimentally the terms on which it supplies products or services to the Company or any Relevant Group Company; or

(i)encourage, assist or procure any Person to do anything which if done by the Executive would be a breach of sub clauses 1 (a) to (i).

2The parties agree that the restrictions (whether taken individually or as a whole) in sub clauses 1 (a) to (j) above are reasonable having regard to the legitimate protectable interests of the Company and the Group and that each such restriction is intended to be separate and severable and the validity of each is not affect if any of the others are involved. In the event that any of the restrictions is held to be void but would be valid if part of its wording was deleted, that restriction shall apply with whatever deletion is necessary to make it valid and effective.

3It is understood and agreed by the parties that damages may be an inadequate remedy in the event of a breach by the Executive of any of the restrictions contained in sub clauses 1 (a) to (i) above and that any such breach by them or on their behalf may cause the Company and any Relevant Group Company great and irreparable injury and damage. Accordingly, the Executive agrees that the Company and/or any Relevant Group Company may be entitled, without waiving any additional rights or remedies otherwise available to it at law or in equity or by statute, to injunctive and other equitable relief in the event of a breach or intended or threatened breach by the Executive of any of those restrictions.

4If the Company exercises its right to suspend the Executive's duties and powers under clause 16, the period of the suspension will reduce the period specified in the covenant in sub clause 1 (a).

5For the purposes of this Schedule 3 the following additional definitions shall apply:

Client means any Person with whom or which the Company or any Relevant Group Company has arrangements in place for the provision of any Restricted Business and with whom or which the Executive had material involvement or for whose business they were responsible or about which they acquired material Confidential Information, in the course of their employment at any time during the Relevant Period.

Competing Business means any Person providing or proposing to provide any products or services which are the same as or materially similar to and competitive with any Restricted Business.

Competitor Account means any account, product or brand which competes with any Client's account, product or brand in respect of which the Executive had material dealings or responsibility on behalf of the Company or any Relevant Group Company or about which they acquired Confidential Information, during the course of their employment at any time during the Relevant Period.

Key Individual means any individual who was employed by the Company or any Relevant Group Company to provide services personally at the date on which the Appointment terminates (or but for the breach by the Executive of their obligations under this Agreement and/or implied by law would have been so employed at the date on which the Appointment terminates) and who in the course of their duties during the Relevant Period had material dealings with the Executive and:

(a)either:

(i)reported directly to them; and

(ii)had material contact with clients or suppliers of the Company or any other Relevant Group Company in the course of their employment;

or

(b)was a member of the board of directors or the senior management team of the Company or any Relevant Group Company or reported to any such board of directors or senior management team.

“Person” means any individual, firm, company or other entity.

Prospect means any Person who was at any time during the Relevant Period negotiating or discussing (which shall include for these purposes a pitch or presentation) with the Company or any Relevant Group Company the provision of any Restricted Business and in respect of which such negotiations or discussions the Executive was materially involved or had responsibility for or about which they acquired material Confidential Information, in the course of their employment at any time during the Relevant Period.

Relevant Capacity means either alone or jointly with another or others, whether as principal, agent, consultant, director, partner, shareholder, independent contractor, employee or in any other capacity, whether directly or indirectly, through any Person and whether for the Executive’s own benefit or that of others (other than as a shareholder holding directly or indirectly by way of bona fide investment only and subject to prior disclosure to the Company up to 1% in nominal value of the issued share capital or other securities of any class of any company listed or dealt in on any Recognised Investment Exchange).

Relevant Group Company means any Group Company to which the Executive rendered services or for which they had management or operational responsibility during the course of their employment at any time during the Relevant Period.

Relevant Period means the twelve-month period ending with the Termination Date.

Restricted Business means and includes any of the products or services provided by the Company or any Relevant Group Company at any time during the Relevant Period with which the Executive had a material involvement or about which they acquired Confidential Information at any time during the Relevant Period.

Restricted Period means the 12-month period commencing on the Termination Date in relation to sub-clause 1(a) and the 18-month period commencing on the Termination Date in relation to all remaining sub-clauses in clause 1 above.

Restricted Territory means England and such other countries in which the Company or any Relevant Group Company carried on any Restricted Business at the Termination Date.

Supplier means any Person who at any time during the Relevant Period provided products or services to the Company or any Relevant Group Company being a Person with whom the Executive had material dealings or for whom they had responsibility or about whom they acquired material Confidential Information, in the course of their employment at any time during the Relevant Period.

Target Business Entity means any business howsoever constituted (whether or not conducting a Restricted Business) which was at the Effective Date or at any time during the Relevant Period a business which the Company or any Relevant Group Company had entered into negotiations with or had approached or had identified as:

(a)a potential target with a view to its acquisition by the Company or any Relevant Group Company; and/or

a potential party to any joint venture with the Company or any Relevant Group Company,

in either case where such approach or negotiations or identity were known to a material degree by the Executive or about which they acquired material Confidential Information, in the course of their employment during the Relevant Period.

SCHEDULE 4

Tax – Code Section 409A

1Notwithstanding anything to the contrary contained in this Agreement:

1.1The parties agree that this Agreement shall be interpreted to comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and guidance promulgated thereunder to the extent applicable (collectively, “Code Section 409A”), the Company shall operate all provisions of this Agreement in accordance with Code Section 409A and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. In no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on the Executive under Code Section 409A or any damages for failing to comply with Code Section 409A.

1.2A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of

(i) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (ii) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 1.2 (whether they would have otherwise been payable in a single sum or in instalments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to the Executive in a lump sum with interest during the Delay Period at the prime rate, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

1.3With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided, that, this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Internal Revenue Code Section 105(b) (generally referring to amounts expended for medical care) solely because such expenses are subject to a limit related to the period the arrangement is in effect, and (iii) such payments shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense occurred.

For purposes of Code Section 409A, the Executive’s right to receive any instalment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be the Company's usual payroll date falling within that 30-day period.

1.4Any grossed-up tax payments due to the Executive pursuant to this Agreement shall be paid by the Company to the Executive no later than the end of the calendar year that follows the year in which the applicable taxes were paid by the Executive to the relevant tax authority.

1.5The Company confirms that any Incentive Plan awards granted to the Executive and any bonus or discretionary remuneration which the Executive may be eligible to receive in future, will be drafted and operated in compliance with, or exempt from, Internal Revenue Code Section 409A for USA tax purposes.

28

exhibit420-wppplcshareop

Adopted by the directors: 14 April 2015 Approved by shareholders: 9 June 2015 Amended: 5 December 2019 Renewal and amendment approved by directors: 24 March 2025 Renewal and amendment approved by shareholders: 23 May 2025 Expiry: 22 May 2035 Rules of the WPP PLC Share Option Plan

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i Table of Contents Contents Page 1 Introduction ........................................................................................................................................ 1 2 How the Plan works and how Options are granted .................................................................. 1 3 Rights of a Participant after Grant but before Vesting............................................................. 3 4 Vesting of Options ............................................................................................................................ 3 5 Leaving Employment ....................................................................................................................... 6 6 Transactions affecting the Company ........................................................................................... 8 7 Changing the Plan, conditions and the terms of Options ..................................................... 11 8 General .............................................................................................................................................. 12 9 Glossary ............................................................................................................................................ 15 Appendix 1 Holding Requirement .......................................................................................................... 19 Appendix 2 Australia ................................................................................................................................. 22 Appendix 3 Belgium .................................................................................................................................. 23 Appendix 4 People’s Republic of China (“PRC”) ............................................................................... 24 Appendix 5 Denmark ................................................................................................................................. 25 Appendix 6 France ..................................................................................................................................... 26 Appendix 7 Hong Kong ............................................................................................................................. 27 Appendix 8 Ireland ..................................................................................................................................... 28 Appendix 9 Russia ..................................................................................................................................... 29 Appendix 10 UK tax-advantaged Options ............................................................................................ 30 Appendix 11 USA ........................................................................................................................................ 36

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1 1 Introduction These rules apply to Options granted after the date on which shareholders approved the renewal and amendment of the Plan. Options granted before that date are governed by the rules applicable at that time. 2 How the Plan works and how Options are granted 2.1 How the Plan works The Plan gives a Participant the right to buy Shares subject to the satisfaction of certain conditions, continued employment and payment of any Option Price. 2.2 Participation An Option may be granted to any Eligible Employee selected by the Compensation Committee. However, unless the Compensation Committee considers that special circumstances exist, an Option may not be granted to an employee who, on the Grant Date, has given or received notice of termination of employment, whether or not that termination is lawful. 2.3 Timing of Option grants Options can be granted at any time prior to 23 May 2035, but Options granted to an executive director of the Company may only be granted within 42 days starting on any of the following: 2.3.1 the Business Day after the announcement of the Company’s results through a Regulatory Information Service for any period; 2.3.2 the Business Day after any general meeting of the Company; 2.3.3 any day on which the Company decides that exceptional circumstances exist that justify the grant of Options (such as in connection with a recruitment); 2.3.4 any day on which changes to the legislation or regulations affecting the Plan are announced, effected or made; or 2.3.5 the lifting of Dealing Restrictions that prevented the granting of Options during any period specified above. 2.4 Terms to be set at grant The Compensation Committee will determine the following terms when each Option is granted: 2.4.1 the number of Shares subject to the Option or the basis on which it will be determined; 2.4.2 the Option Price (which must be at least Market Value as at the Grant Date) and the Final Exercise Date (if it is not 10 years from the Grant Date); 2.4.3 the Grant Date; 2.4.4 the terms of any Performance Condition or other condition set under rule 2.8 (Conditions);

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2 2.4.5 the Normal Vesting Date(s) and, if more than one, the number of Shares Vesting on each such date or how that will be determined; 2.4.6 whether Malus and Clawback applies to the Option; and 2.4.7 whether or not a Holding Requirement will apply, and, if so, when the Holding Period will normally end. If a Holding Requirement applies to an Option, Appendix 1 (Holding Requirements) will apply. 2.5 Personal limit An Option granted to an executive director of the Company, must not exceed any limit set in the Directors’ Compensation Policy as at the Grant Date. 2.6 Other limits There are also limits on the number of Shares that can be issued under the Plan - see rule 8.1 (Company limits). 2.7 Administrative errors If the Company grants an Option which is inconsistent with rule 2.2 (Participation), it will lapse immediately. If the Company purports to grant an Option that is inconsistent with rules 2.5 (Personal limit) or 2.6 (Other limits), the Option will be limited on a basis consistent with those rules with effect from the Grant Date. 2.8 Conditions 2.8.1 The Compensation Committee may decide that Vesting of an Option will be conditional on the satisfaction of one or more conditions linked to the performance of the Company, the Participant or the Business or Member of the Group for which the Participant works (a “Performance Condition”). 2.8.2 The Compensation Committee may impose other conditions when granting an Option. 2.8.3 A Performance Condition or other condition may provide that an Option will lapse to the extent it is not satisfied. The Compensation Committee may waive or change a condition in accordance with its terms or if anything happens which causes the Compensation Committee reasonably to consider it appropriate to do so. 2.9 Documentation Options must be granted by deed or other legally binding document. The terms of the Option, as determined by the Compensation Committee under rule 2.4 (Terms to be set at grant) will be specified in the deed or other document. As soon as practicable after granting an Option, the Company will provide evidence to the Participant of the grant. 2.10 No requirement to pay for an Option A Participant is not required to pay for the grant of any Option.

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3 2.11 Right to decline A Participant may decline their Option within 30 days after the Grant Date by notice in writing to any person nominated by the Compensation Committee (or during such longer period as the Compensation Committee may allow if the Participant is prevented from declining the Option by any Dealing Restriction). If this happens, the Option will be treated as if it had never been granted. A Participant is not required to make any payment to decline an Option. 2.12 Malus and Clawback Where an Option is granted subject to Malus and Clawback Provisions, if there is any discrepancy between the Malus and Clawback Provisions and the Plan, the Malus and Clawback Provisions will prevail. 3 Rights of a Participant after Grant but before Vesting 3.1 No transfer of Options Subject to rule 3.2 (Transfer on death), a Participant may not transfer, assign, charge or otherwise dispose of an Option or any rights in respect of it. If a Participant does, whether voluntarily or involuntarily, then the Option will lapse immediately unless the Compensation Committee decides to the contrary. 3.2 Transfer on death Rule 3.1 (No transfer of Options) does not apply to the transfer of an Option on the death of a Participant, in which case rights under an Option are transferred to the personal representatives of a Participant as set out rule 5.5 (Death). 3.3 No share rights before exercise A Participant cannot vote and is not entitled to receive dividends or have any other rights of a shareholder in respect of the Shares subject to an Option until after the issue or transfer of Shares, as described in rule 4.7 (Share rights after exercise). 4 Vesting of Options 4.1 Determining Vesting As soon as reasonably practicable after the end of the Performance Period and subject to rule 4.4 (Adjustments to formulaic outcomes), the Compensation Committee will determine the extent to which any Performance Condition or any other condition set under rule 2.8 (Conditions) has been satisfied and the number of Shares which will Vest under it. 4.2 Timing of Vesting Subject to the rest of these rules, an Option will normally Vest on the later of: 4.2.1 the Business Day after the date on which the Compensation Committee makes its determination under rule 4.1 (Determining Vesting); 4.2.2 any other date that the Compensation Committee sets for Vesting when making the determination under rule 4.3 (Timing of Vesting – investigation); 4.2.3 the Normal Vesting Date; and

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4 4.2.4 the first date on which Vesting is not prevented by a Dealing Restriction. 4.3 Timing of Vesting – investigations Notwithstanding any other provision of this Plan, if an investigation commences or is ongoing regarding whether Malus and/or Clawback should be invoked in respect of a Participant then, unless otherwise determined by the Compensation Committee: 4.3.1 any unvested Options held by that Participant will not Vest, if at all, until after such investigation has been concluded; 4.3.2 any Vested but unexercised Options held by that Participant may not be exercised, if at all, until after such investigation has been concluded; and 4.3.3 the relevant period for exercise will not expire until such date as the Compensation Committee determines. The Compensation Committee may specify that an Option can only be exercised at particular times within the relevant period for exercise. Any Option not exercised by the end of the relevant period will lapse. 4.4 Adjustment to formulaic outcomes Notwithstanding any other provision of this Plan, the Compensation Committee, acting reasonably and in good faith, may adjust (upwards or downwards and including to zero) the amount of an Option which would otherwise Vest if the formulaic outcome of any Performance Condition or other condition set under rule 2.8 (Conditions) does not reflect overall corporate performance and the experience of shareholders, as a whole, in terms of value creation. To the extent that an Option is reduced under this discretion, the Option (or part thereof) will lapse immediately. 4.5 Consequences of Vesting 4.5.1 A Participant may only exercise an Option to the extent that is has Vested. 4.5.2 To exercise the Option the Participant must give notice (in such form as the Compensation Committee may prescribe) to the Company or any person nominated by the Compensation Committee and pay the Option Price or make arrangements satisfactory to the Compensation Committee for its payment. 4.5.3 As soon as reasonably practicable after a valid exercise of an Option, the Company will arrange (subject to any Holding Requirement, rules 4.8 (Payment of cash equivalent), 4.9 (Responsibility for tax), 4.10 (Methods for paying the tax) and 8.12 (Consents)) for the transfer or issue to, or to the order of, the Participant of the number of Shares in respect of which the Option is exercised. 4.5.4 To the extent that an Option has not been exercised by the close of business on the Final Exercise Date, the Participant will, unless they have given notice in writing to the contrary and subject to the condition set out below being satisfied, be deemed to have given a valid exercise notice at the close of business on the Final Exercise Date, together with a direction to sell sufficient of the Shares issued or transferred on the exercise of the Option to fund any Option Price and any taxation or social security contributions payable under rule 4.10 (Methods of paying the tax). The remaining Shares subject to the Option will be transferred as set out in rule 4.5.3.

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5 The condition referred to above is that the expected sale proceeds of the Shares resulting from the exercise of the Option is more than the Option Price plus the expected costs of any sale (including any actual or estimated liability to taxation, social security contributions and any other related costs in respect of the Option). 4.5.5 The Option will lapse, at the latest, on the close of business on the Final Exercise Date. 4.5.6 If an Option lapses under more than one provision of the rules of the Plan, the provision resulting in the shortest exercise period will prevail. 4.6 Delivery – investigation Notwithstanding any other provision of this Plan, if an investigation commences or is ongoing regarding whether Malus and/or Clawback should be invoked in respect of a Participant then, unless otherwise determined by the Compensation Committee, any exercised but as yet unsatisfied Options held by that Participant will not be satisfied, if at all, until after such investigation has been concluded. 4.7 Share rights after exercise The Participant will be entitled to all rights attaching to the Shares that are transferred or issued following exercise by reference to a record date on or after the date of the transfer or issue. 4.8 Payment of cash equivalent The Compensation Committee may decide to satisfy an Option (in whole or in part) by paying an equivalent amount in cash (subject to rules 4.9 (Responsibility for tax) and 4.10 (Methods of paying the tax) equal to the Cash Value of the Shares that would have been transferred or issued on exercise of the Option less the Option Price. The Company can decide to do this on the Grant Date or at any time before satisfaction of the Option, including after Vesting. For the avoidance of doubt, an Option which is subject to a Holding Requirement may only be satisfied as described above at or after the end of the Holding Period. In respect of Options which consist of a right to receive a cash amount, the Compensation Committee may decide instead to satisfy such Options by the delivery of Shares (subject to rule 4.9 (Responsibility for Tax) and 4.10 (Methods of paying the tax)). The number of Shares will be calculated by reference to the Cash Value of the Shares on the date of exercise. 4.9 Responsibility for tax The Participant will be responsible for all taxes, social security contributions and other levies or charges arising in respect of an Option or the acquisition, holding or disposal of Shares or any interest in them. If the Participant is to be responsible for the payment of any employers’ social security contributions, this will only apply to the extent lawful and must be specified in the terms of the Option. 4.10 Methods of paying the tax If any Member of the Group has any liability to pay or account for any item referred to in rule 4.9 (Responsibility for tax), the Participant must pay or repay that amount on demand. However, the Member of the Group or its agent (which may include the trustee of any employee benefit trust) can do any one or more of the following:

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6 4.10.1 sell sufficient of the Shares subject to the Option on behalf of the Participant and retain the proceeds or pay them to any tax authority; 4.10.2 reduce the number of Shares subject to the Option or the number of Shares (or cash under rule 4.8 (Payment of cash equivalent)) to which the Participant is entitled on exercise; and/or 4.10.3 deduct the amount from any amount to which the Participant is entitled under the Plan, the Participant’s employment contract or otherwise. Where requested to do so by any Member of the Group, the Participant will enter into any elections required by the Compensation Committee, including elections under Part 7 of the Income Tax (Earnings and Pensions) Act 2003 and/or elections to transfer any liability, or agreements to pay social security contributions. Notwithstanding anything else in these rules, the Vesting of an Option or the issue or transfer of Shares or any payment of cash may be delayed until the Participant has done all things reasonably required by the Compensation Committee to give effect to this rule 4.10. 5 Leaving Employment 5.1 General rule when leaving employment Subject to the rest of this rule 5, if a Participant leaves employment before the date on which their Option Vests, the Option will lapse on the date the Participant leaves employment. 5.2 Meaning of leaving employment A Participant will be treated as “leaving employment” only when they are no longer either an employee or a director of any Member of the Group. They will not be treated as leaving if they recommence an employment or office with a Member of the Group within one calendar month or any longer period that the Compensation Committee determines for a particular Participant, as long as that determination is made within six months of the date when the Participant ceased to be an employee or director. 5.3 Good leavers Subject to rule 5.4 (Exchange of Options on a sale of employer) an Option will not lapse and the rules will continue to apply if a Participant leaves employment due to: 5.3.1 ill-health, injury, or disability, established to the satisfaction of the Compensation Committee; 5.3.2 retirement on any basis acceptable to the Compensation Committee; 5.3.3 the Participant’s employing company ceasing to be a Subsidiary; 5.3.4 a transfer of the Business, or the part of the Business, in which the Participant works to a person that is not a Member of the Group; and 5.3.5 any other reason if the Compensation Committee so decides generally or in any particular case within 20 Business Days of the Participant leaving. Vesting or exercise of the Option on or after leaving employment will be subject to such additional conditions as the Directors may impose.

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7 Unless the Compensation Committee determines otherwise, subject to any Holding Requirement, the Option will not lapse but will become exercisable on the date of leaving employment, but only to the extent that any applicable Performance Condition or other condition set under rule 2.8 (Conditions) has been or is likely to be satisfied at the time the Participant leaves employment. The number of Shares in respect of which an Option Vests will be reduced to reflect the portion of the pro-rating period still to run after the date of leaving. In exceptional circumstances, the Compensation Committee may determine that the Option will Vest on a different basis. For an Executive Option, the Option will Vest on the Normal Vesting Date, unless the Compensation Committee decides otherwise. The Option will lapse to the extent it does not Vest. The “pro-rating period” is: 5.3.6 where the Option is subject to a Performance Condition or other condition set under rule 2.8 (Conditions), the Performance Period; and 5.3.7 where it is not, the period from the Grant Date to the Normal Vesting Date.1 5.4 Exchange of Options on a sale of employer If the Compensation Committee, with the agreement of any relevant purchaser, so decide before the event referred to in rules 5.3.3 or 5.3.4 (Good leavers) takes effect, Options will not Vest, but will instead be exchanged, and rules 6.4 (Exchanging Options rather than early exercise) to 6.5 (Terms of exchanged Options) will apply. In applying rules 6.4 (Exchanging Options rather than early exercise) to 6.5 (Terms of exchanged Options), the “Acquiring Company” will mean the relevant purchaser or any company nominated by the relevant purchaser and approved by the Compensation Committee. 5.5 Death If a Participant dies, the Option will Vest on the date of death. The Option will Vest to the extent determined by the Compensation Committee, having regard to the extent to which any Performance Condition or other condition set under rule 2.8 (Conditions) has been satisfied to the date of death. Unless the Compensation Committee decides otherwise, the number of Shares in respect of which the Option Vests will be reduced to reflect the portion of the pro-rating period still to run after the date of death. The Option will lapse to the extent it does not Vest. The Company will only arrange for Shares to be issued or transferred, or cash paid to the personal representatives of a deceased Participant if they have produced such evidence as the Compensation Committee may require of their status as such. The receipt of any such evidence by any person will discharge the Company from any obligation to the Participant or their estate. 5.6 Exercise period on leaving An Option which does not lapse when the Participant leaves employment will be exercisable for six months from the date of leaving (or 24 months in the case of death) or, if later, from the date on which it Vests. The Compensation Committee may extend the period for exercise but not beyond the Final Exercise Date. The Option will lapse at the end of the exercise period or any earlier period in accordance with these rules. 1 Where an Option has multiple Normal Vesting Dates, proration will be calculated on a per tranche basis.

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8 5.7 Reduction in working hours If a Participant’s working hours are materially reduced before the date on which their Option Vests, the Compensation Committee may reduce the number of Shares in respect of which that Option Vests, as it considers appropriate. 6 Transactions affecting the Company 6.1 Early Vesting Subject to rules 6.2 (Extent of Vesting) to 6.4 (Exchanging Options rather than early Vesting), Options will Vest under this rule 6 if: 6.1.1 a person (or a group of persons acting in concert) obtains Control of the Company as a result of making an offer to acquire Shares or as a result of a merger or demerger under Part 18B or Part 18BA of the Companies (Jersey) Law 1991; 6.1.2 a person becomes bound or entitled to acquire Shares under Part 18 of the Companies (Jersey) Law 1991 (“squeeze-out”); 6.1.3 the court sanctions a scheme of arrangement under Part 18A of the Companies (Jersey) Law 1991 involving the acquisition of Shares; or 6.1.4 the Company passes a resolution for its voluntary winding up or an order is made for its compulsory winding up or it is declared en désastre. 6.2 Extent of Vesting Where an Option Vests under rule 6.1 (Early Vesting): 6.2.1 if the Option is subject to a Performance Condition or other condition set under rule 2.8 (Conditions), the Compensation Committee will determine the proportion of the Option which will Vest, having regard to the extent to which it has, or would have, in the opinion of the Compensation Committee, been achieved during Performance Period taking into account such factors as they consider appropriate given the curtailed Performance Period. 6.2.2 in the case of an Executive Option, unless the Directors decide otherwise, the number of Shares in respect of which it Vests will be reduced to reflect the portion of the pro-rating period (as defined in rule 5.3 (Good leavers)) still to run after the date of Vesting; and 6.2.3 in the case of an Option which is not an Executive Option, the Directors may decide that the number of Shares in respect of which it Vests will be reduced to reflect the portion of the pro-rating period (as defined in rule 5.3 (Good leavers)) still to run after the date of Vesting. Any Holding Requirement will cease to apply, as set out in paragraph 6(c) of Appendix 1 (Holding Requirement). To the extent that the Option does not Vest as a result of this rule, the Compensation Committee may decide that it will be exchanged (wholly or partly) under rule 6.4 (Exchanging Options rather than early Vesting). 6.3 Effect on Options Subject to rule 6.4 (Exchanging Options rather than early Vesting):

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9 6.3.1 Options will become exercisable as described in rule 6.1 (Early Vesting) for one month and all Options will lapse at the end of that period to the extent not exercised or exchanged. 6.3.2 If an Option Vests under rule 6.1.3 (Early Vesting), the Compensation Committee may decide, at any time before the court sanction, that the Option will be deemed exercised with effect from court sanction if they consider that the consideration receivable under the scheme of arrangement for the resulting Shares is likely to be more than the Option Price. If the Compensation Committee determines that Options will be deemed exercised in accordance with this rule 6.3.2 the Company will: (i) notify each affected Participant of this decision; (ii) where the consideration receivable under the scheme of arrangement is not wholly cash, give the Participant a reasonable opportunity to direct the Company that the Option should not be deemed exercised (in which case rule 6.3.1 will apply); and (iii) deem each Participant as having given a valid exercise notice at court sanction to exercise their Option, together with a direction to: (a) sell sufficient of the Shares issued or transferred on the exercise of the Option to fund any Option Price and any taxation or social security contributions payable under rule 4.10 (Methods of paying the tax), with the remaining Shares subject to the Option to be transferred as set out in rule 4.5.3 (Consequences of Vesting); or (b) transfer the Shares subject to the Option as set out in rule 4.5.3 (Consequences of Vesting) and deduct from any consideration receivable under the scheme of arrangement by the Participant sufficient cash to fund any Option Price and any taxation or social security contributions payable under rule 4.10 (Methods of paying the tax), as determined by the Company. 6.4 Exchanging Options rather than early Vesting An Option will not Vest under rule 6.1 (Early Vesting) and a Vested Option will not be exercisable after an event described in rule 6.1 (Early Vesting) to the extent that: 6.4.1 an offer to exchange the Option is made by the Acquiring Company and accepted by the Participant; or 6.4.2 the Compensation Committee, with the consent of the Acquiring Company, decides before the person obtains Control or the court sanctions the scheme of arrangement that the Option will be automatically exchanged. 6.5 Terms of exchanged Options Where an Option is to be exchanged under rule 6.4 (Exchanging Options rather than early Vesting), the exchange will take place as soon as practicable after the relevant event and the Participant will be granted a new option in exchange for the existing Option. The new option:

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10 6.5.1 must confer a right to acquire shares in the Acquiring Company or another body corporate determined by the Acquiring Company; 6.5.2 must be equivalent to the value of existing the Option; 6.5.3 subject to rule 6.8 (Malus and Clawback) and paragraph 6(c) of Appendix 1 (Holding Requirement) must be broadly equivalent to the existing Option; 6.5.4 will be treated as having been granted on the same Grant Date and will become exercisable in the same manner and at the same time as the Option it replaces; 6.5.5 may, at the discretion of the Compensation Committee, be subject to a Performance Condition or other condition set under rule 2.8 (Conditions) that will be, so far as possible, equivalent to any Performance Condition or condition applying to the existing Option; and 6.5.6 will be governed by the Plan as if references to Shares were references to the shares over which the new option is granted and references to the Company were references to the Acquiring Company or the body corporate determined under this Rule. 6.6 Demergers and other transactions If the Company is affected by a demerger (in whatever form), a special dividend or distribution (other than an ordinary dividend), delisting or other transaction, which, in the opinion of the Compensation Committee, might affect the current or future value of any Option, the Compensation Committee may decide that: 6.6.1 Options will become exercisable, in which case rules 6.2 (Extent of Vesting) and 6.3 (Effect on Options) will apply as if the Options had become exercisable under rule 6.1 (Early Vesting); or 6.6.2 Options will be exchanged, in which case rule 6.4 (Exchanging Options rather than early Vesting) and 6.5 (Terms of exchanged Options) will apply as if it was an event within rule 6.1 (Early Vesting). 6.7 Variations of capital If the Company is affected by: 6.7.1 a rights issue (or similar transaction); or 6.7.2 a demerger (in whatever form) or exempt distribution by virtue of Section 1075 of the Corporation Tax Act 2010; or 6.7.3 a special dividend or distribution; or 6.7.4 a variation in the equity share capital of the Company, including a capitalisation or sub-division, consolidation or reduction of share capital; or 6.7.5 any other corporate event which the Compensation Committee considers might affect the current or future value of any Option, the Compensation Committee may adjust the number, class and/or identity of Shares comprised in an Option and/or the Option Price accordingly.

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11 6.8 Malus and Clawback Where an Option is granted subject to Malus and Clawback and if this rule 6 (Transactions affecting the Company) applies to an Option, the Compensation Committee may determine that Malus and Clawback will no longer apply to an Option (or any new option granted in exchange for it) or will be varied in its application to the Option. In relation to any cash or Shares acquired pursuant to an Option prior to the relevant event, the Compensation Committee may determine that Malus and Clawback will no longer apply to the Option or will be varied in its application to the Option. 7 Changing the Plan, conditions and the terms of Options 7.1 Compensation Committee’s right to change the Plan or Options Except as described in the rest of this rule, the Compensation Committee may at any time change the Plan, any Performance Condition or other condition set under rule 2.8 (Conditions) or the terms of any Option in any way (including changes which may be to the disadvantage of the Participant). 7.2 Limitations on the right to make changes Except as provided in rule 7.3 (Exceptions to the requirement for shareholder approval) the Company must approve by ordinary resolution in general meeting any proposed change to the Plan or any Option to the advantage of present or future Participants that relates to the following: 7.2.1 the persons to or for whom Shares may be provided under the Plan; 7.2.2 the limits on the number of Shares that may be issued under the Plan; 7.2.3 the individual limit for each Participant under the Plan; 7.2.4 the basis for determining a Participant’s entitlement to, and the terms of, Shares provided under the Plan; 7.2.5 the rights of a Participant in the event of a capitalisation issue, rights issue or open offer, sub-division or consolidation of shares or reduction of capital or any other variation of capital of the Company; or 7.2.6 the terms of this rule 7.2. 7.3 Exceptions to the requirement for shareholder approval The Compensation Committee may, without the approval of the Company in general meeting: 7.3.1 amend the terms of any Option if the rules would have permitted the grant of a new Option on those amended terms; 7.3.2 amend any condition (including, for the avoidance of doubt, any Performance Condition) set under rule 2.8 (Conditions) if anything happens which causes the Compensation Committee reasonably to consider it appropriate to do so; and 7.3.3 make minor amendments to the Plan or the terms of any Option: (i) to benefit the administration of the Plan;

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12 (ii) to comply with or take account of the provisions of any proposed or existing legislation; (iii) to take account of any changes to legislation; and (iv) to obtain or maintain favourable tax, exchange control or regulatory treatment of any Member of the Group or any present or future Participant. The Compensation Committee may, without obtaining the approval of the Company in general meeting, establish further plans (by way of schedules to the rules or otherwise) based on the rules, but modified to take account of local tax, exchange control or securities law in non-UK territories. However, any Shares made available under such plans are treated as counting against any limits on individual or overall participation in the Plan. 7.4 Employees’ share scheme No amendment or operation of the Plan will be effective to the extent that the Plan would cease to be an “employees’ share scheme” as defined in Section 1166 of the Companies Act 2006. 8 General 8.1 Company limits The Company must not grant an Option if the number of Shares committed to be issued under that Option exceeds 10 per cent. of the ordinary share capital of the Company in issue immediately before that day, when added to the number of Shares which have been issued or committed to be issued to satisfy Options under the Plan, or options or awards under any other employee share plan operated by the Company, granted in the previous 10 years. For the purposes of determining the limits in this rule 8.1: 8.1.1 for so long as required by the Investment Association, Shares that have been or may be transferred out of treasury to satisfy options or awards will be treated as Shares issued or committed to be issued for the purposes of this rule 8.1; and 8.1.2 Shares subject to awards or options which have lapsed or been surrendered and Shares committed to be issued under a dividend equivalent or similar right are ignored. 8.2 Serving notice on a Participant Any notice or other document which has to be given to a person who is or, is eligible to be, a Participant under or in connection with the Plan may be: 8.2.1 delivered or sent by post to the Participant’s home address according to the records of the employing company; or 8.2.2 sent by e-mail to any e-mail address that according to the records of the employing company is used by the Participant; or, in either case, any other address that the Compensation Committee considers appropriate or communicated by any other electronic means that the Compensation Committee approves.

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13 8.3 Serving notice on the Company Any notice or other document that has to be given to the Company or other duly appointed agent under or in connection with the Plan may be delivered or sent by post to the registered office of the Company (or any other place that the Compensation Committee or duly appointed agent may from time to time decide and notify to Participants) or sent by e-mail to any e-mail address or by other electronic means notified to the Participant. 8.4 Timing of delivery of notices Notices sent by post will be deemed to have been given on the second day after the date of posting. However, notices sent by or to a Participant who is working overseas will be deemed to have been given on the seventh day after the date of posting. Notices sent by e-mail, in the absence of evidence to the contrary, will be deemed to have been received on the day after sending. 8.5 The effect of Compensation Committee decisions The decision of the Compensation Committee on the interpretation of the Plan or in any dispute relating to an Option or matter relating to the Plan will be final and conclusive. 8.6 Third party rights Any Member of the Group may rely on and enforce any term of the Plan. Apart from that, nothing in this Plan confers any benefit, right or expectation on a person who is not a Participant. No third party has any rights under the Contracts (Rights of Third Parties) Act 1999 or any equivalent local legislation to enforce any term of this Plan. This does not affect any other right or remedy of a third party. 8.7 Costs The Company will pay the costs of introducing and administering the Plan. The Company may ask a Participant’s employer to bear the costs in respect of an Option to that Participant. 8.8 Termination The Plan will terminate on 22 May 2035, but the Compensation Committee may terminate the Plan at any time before that date. The termination of the Plan will not affect existing Options. 8.9 Administering the Plan The Compensation Committee has the power, from time to time, to make or vary regulations for the administration and operation of the Plan. 8.10 Relationship between the Plan and employment This rule 8.10 governs the relationship between the Plan and a Participant’s employment. 8.10.1 For the purposes of this rule 8.10, “Employee” means any employee (including an executive director) or former or prospective employee of a Member of the Group. 8.10.2 This rule 8.10 applies during an Employee’s employment and after the termination of an Employee’s employment, whether or not the termination is lawful. 8.10.3 The rules and the operation of the Plan do not form part of the contract of employment of an Employee. The rights and obligations arising from the employment relationship between the Employee and any Member of the Group are separate from,

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14 and are not affected by, the Plan. Participation in the Plan does not create any right to, or expectation of, continued employment. 8.10.4 An Employee does not have a right to participate in the Plan. Participation in the Plan or the grant of Options on a particular basis in any year does not create any right to or expectation of participation in the Plan or the grant of Options on the same basis, or at all, in any future year. Benefits received under the Plan are not pensionable. 8.10.5 The terms and operation of the Plan do not entitle Employees to the exercise of any discretion in their favour. 8.10.6 An Employee will not have a claim or right of action in respect of any decision, omission or exercise of discretion relating to the Plan or an Option that may operate to the disadvantage of the Employee even if it is unreasonable, irrational or might otherwise be regarded as being in breach of the duty of trust and confidence (and/or any other implied duty) between the Employee and the employer. 8.10.7 An Employee will not have any right to compensation for any loss in relation to the Plan, including any loss in relation to: (i) any loss or reduction of rights or expectations under the Plan in any circumstances (including lawful or unlawful termination of employment); (ii) any exercise of a discretion or a decision taken in relation to an Option or to the Plan, or any failure to exercise a discretion or take a decision; or (iii) the operation, suspension, termination or amendment of the Plan. 8.10.8 Participation in the Plan is permitted only on the basis that the Participant accepts all the provisions of the rules, including this rule 8.10. By participating in the Plan, an Employee waives all rights under the Plan, other than the right to acquire Shares (or cash under rule 4.8 (Payment of cash equivalent)) subject to and in accordance with the express terms of the Plan and any conditions set under rule 2.8 (Conditions), in consideration for, and as a condition of, the grant of an Option. 8.11 Personal data 8.11.1 Subject to rule 8.11.2, by participating in the Plan and accepting an Option, the Participant consents to the holding and processing of personal information the Participant provides to any Member of the Group, trustee or third-party service provider, for all purposes relating to the operation of the Plan. These include, but are not limited to: (i) administering and maintaining Participant records; (ii) providing information to any Member of the Group, trustees of any employee benefit trust, registrars, brokers or third-party administrators of the Plan; (iii) providing information to future purchasers or merger partners of the Company, the Participant’s employing company, or the business in which the Participant works; and (iv) transferring information about the Participant to a country or territory that may not provide the same statutory protection for the information as the Participant’s home country.

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15 8.11.2 The basis for any processing of personal information about the Participant under the EU’s General Data Protection Regulation (2016/679) (“GDPR”) (or any successor laws, including its incorporation into UK law as the UK GDPR) is set out in the privacy notice provided to Participants when they access e-comp and is not the consent referred to above. That notice also contains details about how the Participant’s personal information is processed and the Participant’s rights in relation to that information. The Participant has a right to review the notice. 8.12 Consents All allotments, issues and transfers of Shares will be subject to any necessary consents under any relevant legislation or regulations for the time being in force in Jersey, the United Kingdom, the United States of America or elsewhere. The Participant will be responsible for complying with any requirements that they need to fulfil in order to obtain or avoid the need for that consent. 8.13 Consistency with Directors’ Compensation Policy Nothing in these rules or the terms of any Option will oblige the Company or any other person to make any remuneration payment or payment for loss of office which would be in breach of Chapter 4A of Part 10 of the Companies Act 2006 (which requires such payments to be within an approved remuneration policy). The Company will not be obliged to seek the approval of its shareholders in general meeting for any such payment but may make such changes as are necessary or desirable to the terms of any payment to ensure that it is not in breach of that Chapter. 8.14 Shares subject to the articles of association Any Shares acquired under the Plan are subject to the articles of association of the Company from time to time in force. 8.15 Application for listing on the London Stock Exchange If and so long as the ordinary shares of the Company are listed on the Official List and traded on the London Stock Exchange, the Company will apply for listing of any ordinary shares issued under the Plan as soon as practicable. 8.16 Application for listing on the New York Stock Exchange If and so long as the ADSs of the Company are listed and traded on the New York Stock Exchange, the Company will apply for any necessary listing of any ADSs created for the purpose of satisfying Options as soon as practicable. 8.17 Governing law The laws of England and Wales govern the Plan and all Options and their construction. The courts of England and Wales have exclusive jurisdiction in respect of disputes arising under or in connection with the Plan or any Option. 9 Glossary “Acquiring Company” means the person or persons who obtain Control or the person who acquires Shares as a result of a transaction mentioned in rule 6.1 (Early Vesting) or any related company nominated by them.

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16 “ADSs” means depositary instruments representing a beneficial holding in fully paid ordinary shares in the capital of the Company. “Business” means a functional business unit of the Company operating in any of the following ways: (a) within a Subsidiary; (b) across one or more Members of the Group; or (c) as a sector, operating brand or operating company (as referred to in the Company’s report and accounts). “Business Day” means a day on which both the London Stock Exchange and the New York Stock Exchange are open for the transaction of business. “Cash Value” means the value of a Share as determined by the Compensation Committee based on the price at which Shares are sold on or around the date of exercise of Options (and in the case of sales of Shares on more than one Business Day, the average of those prices). “Company” means WPP plc, a public limited company incorporated in Jersey with registered number 111714. “Compensation Committee” means the board of directors of the Company or any person or persons to whom they may delegate any of their functions under the Plan from time to time or, where any discretion has to be exercised under rule 6 (Transactions affecting the Company), the people who comprised the Compensation Committee immediately before the transaction by virtue of which that rule applies. “Control” means the power of a person, or persons acting in concert, to secure that at least 50 per cent of the voting rights in relation to the Company’s share capital are exercised in accordance with its or their wishes. “Dealing Restrictions” means any restrictions on dealing in securities imposed by statute, order, regulation, directive or any code adopted by the Company as varied from time to time. “Director’s Compensation Policy” means, at any time, the directors’ compensation policy approved by the shareholders of the Company. “Eligible Employee” means: (a) in respect of an Executive Option, an executive director or an employee of a Member of the Group; and (b) in respect of any other Option, an employee whose working time for one or more Members of the Group equals or exceeds a period determined by the Compensation Committee at the relevant Grant Date. “Executive Option” means an Option granted to an individual on bespoke terms. “Final Exercise Date” means the 10th anniversary of the date on which an Option is granted or an earlier date set under rule 2.4 (Terms to be set at grant). “Grant Date” means the date set by the Compensation Committee for the Option under rule 2.4 (Terms to be set at grant) or, if no such date is set, the date on which the Option is granted.

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17 “Holding Period” means the period during which a Holding Requirement applies. “Holding Requirement” means a requirement that Shares be held during the Holding Period as described in Appendix 1 (Holding Requirement). “Holding Shares” means Shares which are subject to a Holding Requirement. “London Stock Exchange” means London Stock Exchange plc or its successor. “Malus and Clawback” means the malus and clawback provisions as set out in an award agreement and/or in the WPP plc Group Malus and Clawback Policy (as amended from time to time) (the “Malus and Clawback Provisions”) and “Malus” and “Clawback” will have the meanings given in the award agreement and/or the WPP plc Group Malus and Clawback Policy as the case may be. “Market Value” means the economic value of a Share, as calculated by the Compensation Committee. “Member of the Group” means: (a) the Company; or (b) any Subsidiary from time to time; or (c) any other company that is designated by the Compensation Committee as associated with the Company for some or all purposes of the Plan. “Normal Vesting Date” means a date set by the Compensation Committee for Vesting of an Option under rule 2.4 (Terms to be set at grant). “Official List” means the daily list maintained by the Financial Conduct Authority for the purposes of section 74(1) of the Financial Services and Markets Act 2000. “Option” means a right to acquire Shares on exercise and payment of any Option Price granted under the Plan. “Option Price” means the amount payable for each Share on the exercise of an Option set by the Compensation Committee under rule 2.4 (Terms to be set at grant). “Participant” means a person holding (or who previously held) an Option or in the event of death, the Participant’s personal representatives. “Performance Condition” has the meaning give in rule 2.8 (Conditions). “Performance Period” means the period in respect of which a condition set under rule 2.8 (Conditions) is to be satisfied. “Plan” means these rules known as the “WPP Share Option Plan” as changed from time to time. “Regulatory Information Service” means a service that is approved by the Financial Conduct Authority as meeting the Primary Information Provider criteria and is on the list of Regulatory Information Services maintained by the Financial Conduct Authority. “Shares” means fully paid ordinary shares (including treasury shares) in the capital of the Company or ADSs. “Subsidiary” means a company that is a subsidiary of the Company within the meaning of Articles 2 and 2A of the Companies (Jersey) Law 1991.

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18 “Vesting” means when an Option becomes exercisable, as described in rule 4 (Vesting of Options) and “Vest”, “Vested” and “unvested” have a corresponding meaning.

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19 Appendix 1 Holding Requirement This Appendix will apply if the Compensation Committee determines that a Holding Requirement will apply to the Option. 1 Effect of Holding Requirement 1.1 If an Option is subject to a Holding Requirement, it will Vest at the time and to the extent determined under rule 4.1 (Determining Vesting) or rule 5.3 (Good leavers), as the case may be, but if it is exercised during the Holding Period, the Holding Shares will be issued or transferred as described above to be held for the balance of the Holding Period, on the basis set out in this Appendix 1 subject to the deduction of tax according to paragraph 2 of this Schedule. 1.2 If required to do so by the Compensation Committee, the Participant must enter into an agreement setting out the basis on which the Holding Shares will be held under this Appendix 1. If the Participant does not do so in the manner and within the timeframe specified by the Compensation Committee, the Option will lapse, and the Holding Shares will not be issued or transferred (or will be forfeited if already issued or transferred). 1.3 If the Holding Shares have already been transferred to the Participant or to another person to be held for the benefit of the Participant, the Participant will immediately transfer their interest in the Holding Shares, for no consideration or nominal consideration, to any person (which may include the Company, where permitted) specified by the Compensation Committee. 2 Tax 2.1 Where tax is payable before the end of the Holding Period, Rules 4.9 (Responsibility for tax) and 4.10 (Methods of paying the tax) will apply. Shares may be issued or transferred and sold to the extent necessary to satisfy the liability under that rule. The Holding Requirement will apply in respect of the remainder of the Shares. 2.2 The Participant must enter into any elections in relation to Holding Shares required by the Compensation Committee, including elections under Part 7 of the Income Tax (Earnings and Pensions) Act 2003. If the Participant does not do so within any period specified by the Compensation Committee, the Option will lapse at the end of that period and the Holding Shares will not be issued or transferred (or they will be forfeited if already issued or transferred). 3 Rights during the Holding Period 3.1 Except as described below, the Participant will be entitled to vote (or give instructions as to voting) and to receive dividends and have all other rights of a shareholder in respect of the Holding Shares from the date the Shares are issued or transferred. 3.2 The Participant may not transfer, assign or otherwise dispose of the Holding Shares or any interest in them (or instruct anyone to do so) except in the case of: 3.2.1 a sale of sufficient entitlements nil-paid in relation to a Holding Share to take up the balance of the entitlements under a rights issue or similar transaction;

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20 3.2.2 on forfeiture of the Holding Shares as described in paragraph 5 (Forfeiture of Holding Shares) of this Appendix; 3.2.3 to fund any tax in accordance with paragraph 2 (Tax) of this Appendix; or 3.2.4 an irrevocable undertaking to accept or vote in favour of a transaction contemplated by Rule 6.1 (Early Vesting); or 3.2.5 in any other circumstances if the Compensation Committee so allows. 3.3 Any securities which the Participant receives in respect of Holding Shares as a result of an event described in rule 6.7(Variations of capital) during the Holding Period will, unless the Compensation Committee decide otherwise, be subject to the same restrictions as the corresponding Holding Shares. This will not apply to any Shares which a Participant acquires on a rights issue or similar transaction to the extent that they exceed the number they would have acquired on a sale of sufficient rights under the rights issue nil-paid to take up the balance of the rights. 3.4 For the avoidance of doubt, where an Option was granted subject to Malus and Clawback, clawback will apply to the Holding Shares during the Holding Period. 4 Leaving employment during the Holding Period Rule 5 (Leaving Employment) will not apply to any Holding Shares during the Holding Period and the Holding Requirement will continue to apply after the Participant has left employment. However, if the Participant leaves employment during the Holding Period in circumstances in which their employment could have been terminated without notice or otherwise due to the Participant’s misconduct, the Holding Shares will be forfeited unless the Compensation Committee decides otherwise. 5 Forfeiture of Holding Shares Where any Holding Shares are forfeited, the Participant must immediately transfer their interest in the Holding Shares, for no consideration or nominal consideration, to any person (which may include the Company, where permitted) specified by the Compensation Committee. 6 End of the Holding Period The Holding Period will end on earliest of the following: (a) the date on which the Holding Period would normally end, as set by the Compensation Committee under rule 2.4 (Terms to be set at grant); (b) the date on which the Participant dies; (c) the date of an event under rule 6.1 (Early Vesting) (and, for the avoidance of doubt no Holding Requirement will apply to Options which Vest under rule 6.1 (Early Vesting) or which are exchanged under rule 6.4 (Exchanging Options rather than early Vesting)); and (d) any other date determined by the Compensation Committee.

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21 At the end of the Holding Period, the restrictions relating to Holding Shares in this Appendix will cease to apply and the Holding Shares will be transferred to the Participant or as they may direct.

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22 Appendix 2 Australia The Plan will apply to Options granted to residents in Australia with the following modifications: Under rule 2.4 (Terms to be set at grant), the grant of an Option over Shares to which this appendix applies will include a term that it cannot be exercised at a time when Shares of the same class as the Shares subject to the Option are listed in the London Stock Exchange Daily Official List unless Shares could be sold in the market at that time for a price that is equal to at least 110 per cent of the Option Price as determined in accordance with rule 2.4 (Terms to be set at grant). Under rule 2.4 (Terms to be set at grant), the grant of an Option over Shares to which this appendix applies will include a term that it cannot be exercised at a time when Shares of the same class as the Shares subject to the Option are not listed in the London Stock Exchange Daily Official List unless at the time of exercise the market value (within the meaning of Part VIII of the Taxation of Chargeable Gains Act 1992) of a Share at that time is equal to at least 110 per cent of the Option Price determined in accordance with rule 2.4 (Terms to be set at grant). Under rule 2.4 (Terms to be set at grant), the grant of an Option over ADSs to which this appendix applies will include a term that it cannot be exercised at a time when WPP ADSs are quoted on the New York Stock Exchange unless the price for which WPP ADSs could be sold in the market at that time is equal to at least 110 per cent of the Option Price determined in accordance with rule 2.4 (Terms to be set at grant). In the definition of Final Exercise Date, delete “10th anniversary” and replace with “date immediately preceding the seventh anniversary”.

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23 Appendix 3 Belgium The Plan will apply to Options granted to residents of Belgium with the following modifications: Rule 2.11 (Right to decline) of the Plan shall be replaced with the following paragraph: Participants will be notified of the grant of Options. An Option may be declined by a Participant within 60 days after the Grant Date by notice in writing to any person nominated by the Compensation Committee. If this happens, the Option will be treated as if it had never been granted under the Plan. A Participant is not required to make any payment to decline an Option. If a Participant wants to be taxed upon grant of an Option, the Participant should accept the grant of the Option in writing within 60 days after the Grant Date. If a Participant wants to be taxed upon exercise of an Option and does not want to decline the Option, the Participant should not take any action. Rule 4.9 (Responsibility for Tax) shall be amended as follows: “The Participant will be responsible for all taxes, employee or (to the extent lawful) employer social security contributions and other levies or charges arising in respect of an Option (including, for the avoidance of doubt, any tax arising on exercise or grant of the Option) or the acquisition, holding or disposal of Share or any interest in them.” Rule 4.8 (Payment of cash equivalent) will not apply to Belgian participants.

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24 Appendix 4 People’s Republic of China (“PRC”) The Plan will apply to Options granted to the holders of PRC identity cards in the PRC with the following modification: The first sentence of rule 5.6 (Exercise period on leaving) shall be amended to read “An Option which does not lapse when the Participant leaves employment will be exercisable for six months from the date of leaving or (other than in the case of death), if later, from the date on which it Vests.”

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25 Appendix 5 Denmark The Plan will apply to options granted to residents of Denmark with the following modification: Where the provisions of rule 5.2 (Meaning of leaving employment), 5.3 (Good leavers) and 5.6 (Exercise period on leaving) conflict with Danish law, Danish law will prevail and the terms of these Rules will be taken to be amended accordingly but only in respect of Options granted to employees in Denmark.

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26 Appendix 6 France The Plan will apply to Options granted to residents of France subject to the following modifications: Eligible Employees can be either the employees, the Chairman of the Board (Président du Conseil), the Managing Directors (Directeurs Généraux) or Managers (Gérants) as defined in Section L 225- 185 of the French Commercial Code, of a French company satisfying the conditions mentioned in Section L 225-180 of the same Code. Notwithstanding any other provision of the Plan, an Option cannot be granted to any Eligible Employee who owns more than 10 per cent of the ordinary share capital of the Company then in issue. In the case of an Option over Shares, the Option Price determined under rule 2.4 (Terms to be set at grant) must be at least equal to 80 per cent of the arithmetical average of the middle market quotations of a Share (as derived from the London Stock Exchange Daily Official List) on the 20 Business Days last preceding the Grant Date, rounded to the nearest whole penny. In the case of an Option over ADSs, the price at which ADSs may be acquired by the exercise of an Option shall be at least equal to 80 per cent of the fair market value of an ADS as quoted on the New York Stock Exchange on the 20 Business Days last preceding the Grant Date. Notwithstanding rule 6.7 (Variations of capital) of the Plan, the price at which Shares may be acquired by the exercise of the Option shall be adjusted only upon the occurrence of the events specified under Section L 225-181 of the French Commercial Code. Notwithstanding rule 5.6 (Exercise period on leaving) of the Plan, on the death of a Participant at a time when the Option in question has not lapsed, the Option may not be exercised later than six months after the date of his death. Notwithstanding what is set out under Exercise date of the Glossary (but subject to rules 5.3 (Good leavers), 5.5 (Death) and 6.1.1 (Early Vesting), an Option granted under the Plan may not be exercised before the day after the third anniversary of the Grant Date. A Director within the meaning of Section L225-185 of the French Commercial Code shall be required to retain (either registered in his own name or deposited with a nominee on his behalf) a proportion of the Shares received as a result of exercising an Option as determined by the Compensation Committee, until he ceases his role as a Director. If no other proportion is determined when the relevant Option is granted, the proportion required to be retained will be 10 per cent. Notwithstanding any other provision of the Plan, an Option granted more than 76 months after the Plan was last approved by shareholders as required by Rule 9.3.1 of the UK Listing Rules cannot be satisfied by any means involving the issue of new Shares or the transfer of Treasury Shares. A director of the Company cannot be granted an Option.

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27 Appendix 7 Hong Kong The Plan will apply to Options granted to residents of Hong Kong with the addition of the following Rules: Any Shares acquired by a Participant under the Plan cannot be traded within Hong Kong within 6 months of the date of exercise of the relevant Option and, by receiving those Shares, each Participant shall be taken to have agreed to observe this restriction. Notwithstanding any other provision of the Plan, the grant of Options under and the operation of the Plan does not constitute an offer or invitation to the public within the meaning of the Companies Ordinance or the Securities and Futures Ordinance.

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28 Appendix 8 Ireland The Plan will apply to Options granted to residents of the Republic of Ireland with the following modification: In the definition of Final Exercise Date, delete “10th” and substitute “seventh” and delete “or any earlier date set under rule 2.4 (Terms to be set at grant)”.

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29 Appendix 9 Russia The Plan will apply to Options granted to residents in Russia with the following modification: For the purposes of the securities laws of Russia, all transactions carried out and contracts entered into in connection with the Plan and any Shares acquired by Participants will be carried out or entered into outside Russia.

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30 Appendix 10 UK tax-advantaged Options Options granted under this appendix (which will be referred to as “CSOP Options” in this appendix) will be UK tax-advantaged options under a “Schedule 4 CSOP scheme” for the purposes of Schedule 4 to the Income Tax (Earnings and Pensions) Act 2003. In the event of any conflict between the Plan and the provisions of this Appendix 10 (“Appendix 10”), the latter will prevail. The terms of Appendix 10 will be identical to those of the other parts of the Plan (excluding all appendices other than Appendix 10), except as follows: 1 Purpose The purpose of Appendix 10 is to provide CSOP Options for Eligible Employees in accordance with Schedule 4 and not otherwise. 2 Glossary In the glossary before Rule 1: (a) a new definition will be added, worded as follows: “Schedule 4” means Schedule 4 to the Income Tax (Earnings and Pensions) Act 2003; (b) the definition of “Grant Date” will be: “the date on which the Option is granted.”; (c) the definition of “Eligible Employee” will be: “a person who is not prohibited from participating in the Plan by virtue of paragraph 9 of Schedule 4 (material interests provisions) and is: (a) in respect of a CSOP Option that is an Executive Option, a full-time executive director or an employee (without being a director) of the Company or a Subsidiary; and (b) in respect of any other CSOP Option, an employee whose working time for one or more of the Company and its Subsidiaries equals or exceeds a period determined by the Compensation Committee at the relevant Grant Date.”; (d) the definition of “Market Value” will be: “On any particular day: (a) if Shares are not quoted on the Official List, before the Grant Date the value of a Share must be the market value of a share calculated as described in Part VIII of the Taxation of Chargeable Gains Act 1992 and agreed with HMRC Shares and Assets Valuation; and (b) where Shares of the same class are so listed and traded on the London Stock Exchange or a foreign stock exchange:

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3206420600/12/28 Feb 2025 31 (i) their middle market quotation2 on the immediately preceding day on which Shares are traded; or (ii) such other price as may be agreed in advance with HMRC Shares and Assets Valuation. The middle market quotation is taken from the Daily Official List of the London Stock Exchange or the foreign stock exchange equivalent list. “Foreign Stock Exchange” means a recognised stock exchange outside the UK. Any restriction referred to in paragraph 5(c) will be ignored when determining Market Value.”; (e) the definition of “Shares” will be: “fully paid ordinary shares (including treasury shares) in the capital of the Company which satisfy the requirements of paragraphs 16-18 and 20 of Schedule 4.”; (f) the definition of “Subsidiary” will be: “a company that is a subsidiary of the Company within the meaning of Articles 2 and 2A of the Companies (Jersey) Law 1991 and is under the control of the Company within the meaning of Section 719 of the Income Tax (Earnings and Pensions) Act 2003.”; and (g) a new definition will be added, worded as follows: ““HMRC” means His Majesty’s Revenue and Customs.” 3 Restriction on terms of CSOP Options 3.1 A CSOP Option cannot be satisfied with a cash payment as described in rule 4.8 (Payment of cash equivalent). 3.2 CSOP Options may only be granted over Shares, and not over ADSs, and therefore references to ADSs or Options over ADSs will not apply to a CSOP Option. 3.3 A CSOP Option cannot be assigned during the Participant’s life as described in rule 3.1 (No transfer of Options). 3.4 Rule 6.3.2 (Effect on Options) on deemed exercise of Options on court sanction does not apply to CSOP Options. 4 Personal limit Add the following to the end of rule 2.5 (Personal limit): “A Participant cannot be granted CSOP Options which would, at the time they are granted cause the aggregate market value (determined as at the date of each relevant grant) of the Shares which that Participant may acquire from unexercised CSOP Options granted to that Participant and any other Schedule 4 CSOP scheme established by the Company or by any associated company of the Company to exceed or further exceed the amount permitted under paragraph 6(1) of Schedule 4 (currently £60,000).”. 2 This needs to be the lower of the two closing prices shown in the official list plus one-half of the difference between the two.

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3206420600/12/28 Feb 2025 32 5 Documentation Add the following to the end of rule 2.9 (Documentation): “including: (a) the number and description of the Shares subject to the CSOP Option; (b) the Option Price; (c) whether or not the Shares subject to the CSOP Option are subject to any restriction (as defined in paragraph 36(3) of Schedule 4) including any Holding Requirement and, if so, the details of any such restrictions; (d) the times at which the CSOP Option may be exercised (in whole or in part); (e) any Performance Condition or other condition set under rule 2.8 (Conditions) (which must be determined on or before the Grant Date) applicable to the CSOP Option; (f) the circumstances under which the CSOP Option will lapse or be cancelled (in whole or in part) including any conditions to which the exercise of the CSOP Option is subject (in whole or in part); and (g) any mechanism (including any Performance Condition or condition set under rule 2.8 (Conditions)) by way of which any terms referred to in sub-paragraphs (a) and (c) to (f) above can be changed”. 6 No transfer of CSOP Options Rule 3.1 (No transfer of Options) be amended to read: “CSOP Options are not capable of being transferred, but the personal representatives of a Participant who has died may exercise a CSOP Option under rule 5.5 (Death).” 7 Death If a Participant dies, rule 5.5 (Death) will apply but the personal representatives may exercise the CSOP Option within 12 months after the death, even if the death occurred during an exercise period under rule 5.3 (Good leavers). If this happens, the provisions of this paragraph take precedence over the provisions of rule 5. To the extent that any Option exercisable under this paragraph 7 is not so exercised, it will lapse. 8 Consequences of Vesting Add the following to the end of rule 4.5.1 (Consequences of Vesting): “A Participant cannot exercise a CSOP Option at any time when ineligible to participate in the Plan by virtue of paragraph 9 of Schedule 4 (material interest provisions).”. 9 Responsibility for tax Rule 4.9 (Responsibility for tax) will not apply to employer’s National Insurance contributions relating to CSOP Options and, in respect of any non-UK taxation of a Participant relating to a CSOP Option, will only be operated in such a way as to ensure that it does not cease to be a CSOP Option. 10 Methods of paying tax

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3206420600/12/28 Feb 2025 33 Rule 4.10 (Methods of paying the tax) will be worded as follows: “If any Member of the Group has any liability to pay or account for any item referred to in Rule 4.9 (Responsibility for tax), the relevant Participant must be offered the opportunity to pay or repay that amount on demand. Instead, or in addition, the Participant can authorise the Member of the Group or its agent (which may include the trustee of any employee benefit trust) to do any one or more of the following: (a) sell sufficient of the Shares subject to the CSOP Option on behalf of the Participant and retain the proceeds or pay them to any tax authority; and/or (b) deduct the amount from any amount to which the Participant is entitled under the Participant’s employment contract or otherwise.” 11 Good leavers If the Compensation Committee exercises any discretion under rule 5.3 (Good leavers), they must do so fairly and reasonably. 12 Transactions affecting the Company Rule 6.1 (Early Vesting) will read as follows: “Subject to rules 6.2 (Extent of Vesting) to 6.4 (Exchanging Options rather than early Vesting), CSOP Options will become exercisable under this rule 6 if: (a) a person (or a group of persons acting in concert) obtains Control of the Company as a result of making a general offer to acquire: (i) the whole of the issued ordinary share capital of the Company (ignoring any already held by the person or group of persons making the offer) which is made on condition such that, if it met, the person making the offer will have Control of the Company; or (ii) all the shares of the Company which are of the same class as the Shares (ignoring any Shares already held by the person or group of persons making the offer) and for these purposes, it does not matter whether the general offer is made to different shareholders by different means; or (b) a person becomes bound or entitled to acquire Shares under Part 18 of the Companies (Jersey) Law 1991 (“squeeze-out”); or (c) the court sanctions a scheme of arrangement under Part 18A of the Companies (Jersey) Law 1991 being a compromise or arrangement applicable to or affecting: (i) all the ordinary share capital of the Company or all shares of the same class as the Shares; or (ii) all the Shares, or all the shares of that same class, which are held by a class of shareholders identified other than by reference to their employment or directorships or their participation in a Schedule 4 CSOP Scheme; or (d) a non-UK company reorganisation arrangement (as defined from time to time in paragraph 35ZA of Schedule 4) applicable to or affecting:

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34 (i) all the ordinary share capital of the Company or all shares of the same class to which a CSOP Option relates; or (ii) all the shares, or all the shares of that same class, which are held by a class of shareholders identified otherwise than by their employments or directorships or their participation in a Schedule 4 CSOP Scheme; becomes binding on the shareholders covered by it.” 13 Shares ceasing to qualify If in consequence of a transaction affecting the Company specified in rule 6.1 (Early Vesting), the Shares subject to outstanding CSOP Options cease to satisfy the requirements of Part 4 of Schedule 4, those CSOP Options may, if the Compensation Committee so determines, instead be exercised within 20 days of the relevant transaction as if those requirements were still satisfied and the CSOP Options will be treated as having been exercised in accordance with the relevant requirements of paragraph 25A of Schedule 4 (company events). If the Compensation Committee exercises this power, any unexercised CSOP Options will lapse at the end of this period. 14 Exchange of CSOP Options Rule 6.4 (Exchanging Options rather than early Vesting) and 6.5 (Terms of exchanged Options) will be read and interpreted, and if necessary amended, in such a way that the requirements of Part 6 of Schedule 4 are complied with (company over whose shares the replacement options are granted and equivalence of original and replacement options). The following words will be added at the end of Rule 6.4 (Exchanging Options rather than early ): “If the Participant does not agree to any exchange of the CSOP Options under that rule when required to do so by the Company, the CSOP Options will immediately lapse and will not be exchanged.” 15 Demerger Rule 6.6 (Demergers and other transactions) will be worded as follows: “If the Company is affected by a demerger (in whatever form) or a special dividend or distribution, which in the opinion of the Compensation Committee would affect the current or future value of any CSOP Options, the Compensation Committee may decide that CSOP Options will become exercisable, in which case Rules 6.2 (Extent of Vesting) and 6.3 (Effect on Options) will apply as if the CSOP Options had become exercisable under Rule 6.1 (Early Vesting).” 16 Variations of capital At the end of rule 6.7 (Variations of capital) the following words will be added “provided that any adjustment must: (i) ensure that both the aggregate market value of the Shares subject to the CSOP Option and the total Option Price for that CSOP Option are substantially the same after the adjustment as they were immediately before the adjustment; and (ii) not result in the requirements of Schedule 4 ceasing to be satisfied. An annual return relating to the Plan submitted to HMRC following any such adjustment must include a declaration that the Plan continues to comply with Schedule 4.”

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35 In the final sentence of rule 6.7 (Variations of capital) the word “class” is deleted. 17 Variation of terms of CSOP Option A new rule 6.9 will be added, worded as follows: “6.9 The terms of a CSOP Option may only be varied: (a) in the case of Option Price, only under rule 6.7 (Variations of capital); (b) in the case of the number or description of Shares, only under 6.7 (Variations of capital) or by way of a mechanism stated at the Grant Date; and (c) in the case of any other term, by way of a mechanism stated at the Grant Date; and any mechanism used for (b) or (c) must be applied in a way that is fair and reasonable” A new rule 6.10 will be added, worded as follows: “6.10 An annual return submitted to HMRC following any change to a term of a CSOP Option which is necessary to comply with Parts 2 to 6 of Schedule 4 must include a declaration that the Plan continues to comply with Schedule 4 from the date of the change.” 18 Amendments A new rule 7.1.2 will be added, worded as follows: “7.1.2 Appendix 10 may not be amended if the amendment would cause Appendix 10 to cease to be a “Schedule 4 CSOP scheme” within the meaning of paragraph 1(A1) of Schedule 4 and in respect of any amendment to a key feature of Appendix 10 (being a provision that is necessary in order to meet the requirements of Schedule 4) the Company will make a declaration to HM Revenue & Customs in the next annual return relating to Appendix 10 that the alteration has not caused Appendix 10 to cease to meet the requirements of Schedule 4.”

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36 Appendix 11 USA Special Rules Applicable to Grants of Incentive Stock Options Options granted in accordance with the Plan may be designated as “Incentive Stock Options” (“ISOs”) within the meaning of section 422 of the United States Internal Revenue Code of 1986, as amended (the “US Tax Code”). The aggregate number of Shares (including Shares comprised in any WPP ADS) over which ISOs may be granted under this appendix will not exceed [ ]. Eligible Employees who may receive ISOs will, in addition to the limitations imposed by Rule 2.2 of the Plan, be limited to employees of the Company or its “parent” or “subsidiary” corporations within the meaning of sections 424(f) and (g), respectively, of the US Tax Code. In addition to any other restrictions contained in the Plan, ISOs will not be transferable otherwise than by will or the laws of descent and distribution. During the lifetime of the Participant to whom an ISO is granted, the ISO will be exercisable only by that Participant. To the extent that the aggregate market value of Shares (including Shares comprised in any WPP ADS) with respect to which ISOs are exercisable (determined without regard to this sentence) for the first time by a Participant during any calendar year (under all plans or schemes of the Company or its “parent” and “subsidiary” corporations within the meaning of sections 424(f) and (g), respectively, of the US Tax Code) exceeds US $100,000, those Options will to the extent of the excess be treated as Options which are not ISOs. For this purpose, the market value of any Shares (including Shares comprised in any ADS) subject to an ISO will be determined at the time that ISO is granted. This appendix will be deemed to be included within the Plan as adopted by shareholders for the purpose of any ISO grants. Taxpayers Subject to Section 409A of the United States Internal Revenue Code The Plan will apply to participants who are taxpayers subject to Section 409A of the United States Internal Revenue Code (“Section 409A”), with the following modifications: Options granted under the Plan are intended to be exempt from the requirements of Section 409A by satisfying the requirements of the exemption under Section 1.409A-1(b)(5)(i)(A) of the United States Treasury Regulations or other applicable guidance (the “Exemption”). The Plan will be construed and interpreted in accordance with that intent. Any discretion afforded to any person or entity under the Plan the existence of which itself would cause an Option to fail to satisfy the requirements of the Exemption will not apply. At the end of the definition of “Market Value”, add the words “provided that the market value will not be less than fair market value determined in accordance with Section 409A.” Add the following paragraph to the end of rule 6.7 (Variations of capital): “Notwithstanding the foregoing, only adjustments permitted by Section 409A will be permitted to be made under this rule 6.7, including pro rata adjustments necessary to reflect a stock split, reverse stock split, and stock dividend.”

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Document

Exhibit 8.1

Subsidiaries of Registrant

COMPANY NAME	JURISDICTION<br>UNDER WHICH<br>ORGANISED	OWNERSHIP<br>INTEREST
United States
AKQA, Inc.	California	100
CBA USA, LLC	California	100
Landor Associates International Ltd.	California	100
141 Hawaii, LLC	Delaware	100
A. Eicoff & Company, Inc.	Delaware	100
Acceleration eMarketing, Inc.	Delaware	100
ADLAB, LLC	Delaware	100
amp sound branding Inc.	Delaware	90
ArcTouch LLC	Delaware	100
Barrows North America Inc.	Delaware	100
BDG Design LLC	Delaware	100
Bottle Rocket LLC	Delaware	100
Cartwright LLC	Delaware	51
CHI America Partners LLC	Delaware	100
Choreograph LLC	Delaware	100
CMI Media, LLC	Delaware	100
David Miami Inc.	Delaware	55
DeepLocal Inc.	Delaware	100
Design Bridge and Partners, LLC	Delaware	100
Dewey Square Group, LLC	Delaware	100
Financeplus USA, LLC	Delaware	100
Gain Theory, LLC	Delaware	100
Goat Solutions USA, Inc.	Delaware	100
Grey Global Group LLC	Delaware	100
Grey Maryland LLC	Delaware	100
Group M Worldwide, LLC	Delaware	100
Group SJR LLC	Delaware	100
Intercom Americas LLC	Delaware	100
J. Walter Thompson Company Peruana LLC	Delaware	100
J. Walter Thompson Venture Company, Limited	Delaware	100
Landor, LLC	Delaware	100
Made Thought Design Inc.	Delaware	75
ManvsMachine Inc.	Delaware	75
Nectar Acquisition LLC	Delaware	100
COMPANY NAME	JURISDICTION<br>UNDER WHICH<br>ORGANISED	OWNERSHIP<br>INTEREST
---	---	---
Ogilvy & Mather Venture Company, Limited	Delaware	100
Ogilvy CommonHealth Worldwide LLC	Delaware	100
Ogilvy Public Relations Worldwide LLC	Delaware	100
Passport Brand Design, LLC	Delaware	75
Peclers Paris North America, Inc.	Delaware	100
Potato Inc.	Delaware	75.3
Prime Policy Group, LLC	Delaware	100
Promotion Execution Partners, LLC	Delaware	100
PSB Insights LLC	Delaware	100
Real Growth Advisory LLC	Delaware	100
Spafax Networks LLC	Delaware	100
SYZYGY DIGITAL MARKETING INC	Delaware	50.3
Tank Advertising LLC	Delaware	100
TDM Acquisition Co., Inc.	Delaware	100
The Brand Power Company LLC	Delaware	100
The Burson Group LLC	Delaware	100
The GCI Group LLC	Delaware	100
The Harold Burson Foundation	Delaware	100
The Lacek Group LLC	Delaware	100
The Ogilvy Group, LLC	Delaware	100
The PBN Company	Delaware	100
Verticurl LLC	Delaware	60
Village Marketing Agency LLC	Delaware	100
VML MAP US Inc.	Delaware	100
WPP 2025 LLC	Delaware	100
WPP CP LLC	Delaware	100
WPP Diamond Head LLC	Delaware	100
WPP Grand Central LLC	Delaware	100
WPP Group U.S. Finance LLC	Delaware	100
WPP Group USA, Inc.	Delaware	100
WPP Media Holdings LLC	Delaware	100
WPP Production California LLC	Delaware	100
WPP Production Inc.	Delaware	100
COMPANY NAME	JURISDICTION<br>UNDER WHICH<br>ORGANISED	OWNERSHIP<br>INTEREST
---	---	---
WPP Properties	Delaware	100
WPP US Services LLC	Delaware	100
Wunderman Thompson Data Consulting LLC	Delaware	100
Wunderman Thompson LLC	Delaware	100
Y&R Properties Holding One LLC	Delaware	100
York Merger Square 2004 LLC	Delaware	100
York Merger Square 2009 LLC	Delaware	100
Young & Rubicam LLC	Delaware	100
The Jeffrey Group, LLC	Florida	100
TJG Holdings, LLC	Florida	100
VML, LLC	Missouri	100
Chimera Square Insurance Company	New York	100
Food Group, Inc.	New York	100
Iconmobile, Inc.	New York	67.9
J. Walter Thompson Company Fund Incorporated	New York	100
MJM Creative Services, Inc.	New York	100
Obviously Social, LLC	New York	100
Ogilvy & Mather Worldwide, LLC	New York	100
S&S MCC and MCC, Inc.	New York	100
Ted Bates Worldwide, Inc	New York	100
The Ogilvy Foundation	New York	100
WPP Montagu Square LLC	New York	100
COMPANY NAME	JURISDICTION<br>UNDER WHICH<br>ORGANISED	OWNERSHIP<br>INTEREST
---	---	---
Non-US
AKQA PTY LTD	Australia	100
BARTON DEAKIN PTY LIMITED	Australia	100
Brand Power Pty Ltd	Australia	100
BURSON PTY LTD	Australia	100
CHOREOGRAPH TECHNOLOGY SOLUTIONS PTY LTD	Australia	100
EssenceMediacom Australia Pty Ltd	Australia	100
Etcom Australia Pty Ltd	Australia	100
HAWKER BRITTON GROUP PTY LIMITED	Australia	100
HILL AND KNOWLTON AUSTRALIA PTY. LIMITED	Australia	100
InfoSum Australia Pty Ltd	Australia	100
LANDOR ASSOCIATES PTY LTD	Australia	100
M MEDIA GROUP PTY LTD	Australia	100
OGILVY AUSTRALIA PTY LTD	Australia	100
OGILVY BHD PTY LTD	Australia	100
OGILVY HEALTH PTY LTD	Australia	100
OGILVY PR PTY LTD	Australia	100
STW MEDIA SERVICES PTY LIMITED	Australia	100
The & Partnership Australia Pty Limited	Australia	100
The Brand Agency Pty Ltd	Australia	100
Verticurl Marketing Services Pty Limited	Australia	60
VML Australia Pty Limited	Australia	100
WAVEMAKER AUSTRALIA PTY LTD	Australia	100
whiteGREY Pty Ltd	Australia	100
WPP AUNZ Pty Ltd	Australia	100
WPP GR PTY LTD	Australia	100
WPP Media Australia Pty Ltd	Australia	100
WPP Production Australia Pty Ltd	Australia	100
AKQA Brussels NV	Belgium	100
AKQA Brussels PR NV	Belgium	100
BURSON COHN & WOLFE SRL	Belgium	100
EssenceMediacom Belgium SA	Belgium	100
COMPANY NAME	JURISDICTION<br>UNDER WHICH<br>ORGANISED	OWNERSHIP<br>INTEREST
---	---	---
Hill & Knowlton International Belgium SA	Belgium	100
Mindshare SA	Belgium	100
Ogilvy Social Lab SA	Belgium	100
Space SA	Belgium	50
VML Belgium NV	Belgium	100
Wavemaker SA	Belgium	100
WPP Belgium SSC	Belgium	100
WPP Group Services SNC	Belgium	100
WPP Holdings Brussels S.N.C.	Belgium	100
WPP Media Belgium SA	Belgium	100
Agência Ideal Comunicação Ltda.	Brazil	100
AKQA Brasil Comunicação Ltda.	Brazil	100
ArcTouch Brasil Desenvolvimento de Software Ltda	Brazil	100
Burson Cohn & Wolfe Comunicação Ltda.	Brazil	99.9
Cairos Usabilidade Ltda	Brazil	99.9
Corebiz Participações Ltda.	Brazil	100
David Brasil Comunicação Ltda	Brazil	54.9
Design Bridge and Partners Comunicação Ltda.	Brazil	79.9
DFX – Design for X Cursos e Treinamentos Ltda.	Brazil	80
DTI Sistemas Ltda.,	Brazil	75
Fbiz Comunicação Ltda	Brazil	99.9
Foster Informática Ltda	Brazil	70
Geometry Global Brasil Comunicação Ltda.	Brazil	100
GPAT S.A. - Propaganda e Publicidade	Brazil	50.9
Grey Publicidade do Brasil Ltda	Brazil	99.9
Hogarth Worldwide Publicidade Brasil Ltda	Brazil	100
ICherry Publicidade E Propoganda Ltda	Brazil	100
Intuitive Serviços de Inteligência e Análise Digital Ltda	Brazil	69.9
JG Comunicações Brasil Ltda	Brazil	100
Jüssi Intention Marketing Ltda.	Brazil	100
Máquina da Notícia Comunicação Ltda	Brazil	100
COMPANY NAME	JURISDICTION<br>UNDER WHICH<br>ORGANISED	OWNERSHIP<br>INTEREST
---	---	---
Marketdata Solutions Brasil Ltda	Brazil	100
Mídia 123 Serviços de Publicidade Via Internet Ltda.	Brazil	99.9
Mutato Entretenimento, Conteúdo, Publicidade e Serviços Ltda	Brazil	91
Mutato Produção e Influência Ltda	Brazil	91
Next Target Consultoria e Serviços de Internet Ltda.	Brazil	75
Ogilvy & Mather Brasil Comunicação Ltda	Brazil	100
PM Comunicação Ltda	Brazil	70
PTR Comunicações Ltda	Brazil	100
Santa Mônica Criação de Sites e Lojas Virtuais Ltda.	Brazil	100
Soho Square Comunicação Ltda.	Brazil	100
Spafax Publicidade Ltda.	Brazil	100
Supermirella Participações Ltda	Brazil	100
Trinto Soluções Digitais Para Comércio Eletrônico Ltda.	Brazil	100
VML Brasil Propaganda Ltda.	Brazil	100
WPP BLAH Participações Ltda.	Brazil	100
WPP do Brasil - Participações Ltda	Brazil	100
WPP Media Services Comunicações Ltda.	Brazil	100
WPP One Comunicação Ltda.	Brazil	100
Barrows Canada Retail Services Ltd	Canada	100
Brand Power Inc.	Canada	100
Entreprise de Communications Tank Inc./Tank Communications Enterprise Inc.	Canada	100
GCI Communications Inc./Communication GCI Inc.	Canada	100
Grey Advertising ULC/Publicite Grey ULC	Canada	100
GroupM Canada Inc.	Canada	100
GTB LP	Canada	100
Hogarth Worldwide Canada Production Ltd / Hogarth Canada Production Mondial Ltee	Canada	100
John Street Inc	Canada	100
OpenMind Media Canada Inc.	Canada	100
COMPANY NAME	JURISDICTION<br>UNDER WHICH<br>ORGANISED	OWNERSHIP<br>INTEREST
---	---	---
SJR Canada Ltd./SJR Canada Ltée	Canada	100
Spafax Canada Inc	Canada	100
T&P Media Canada Ltd.	Canada	100
The Showroom GP Inc	Canada	50
The Showroom Limited Partnership	Canada	50
The&Partnership Inc.	Canada	100
VML Canada Inc.	Canada	100
VML MAP Canada Inc.	Canada	100
VML Services ULC	Canada	100
WPP Group Canada Communications ULC	Canada	100
WPP Group Canada Finance, Inc.	Canada	100
WPP IT Inc.	Canada	100
WPP Simcoe Square ULC	Canada	100
Agenda (Beijing) Ltd	China	100
AKQA (Shanghai) Ltd.	China	100
Batey China Company Limited	China	100
BCW Public Relations (Guangdong) Co., Ltd.	China	100
Beijing Benpao Century Technology Development Co.,Ltd.	China	100
Beijing Ogilvy & Mather Marketing Communications Consulting Co., Ltd	China	100
Beijing Ogilvyone Marketing Co., Ltd	China	100
Beijing Soho Square Advertising Co. Ltd	China	100
Beijing Wunderman Thompson Advertising Co. Ltd	China	100
Blue Hive Shanghai Communications Co., Ltd	China	100
Decode Co., Ltd	China	100
Design Bridge (Shanghai) Co., Ltd	China	100
GCI Marketing Communications Consulting (Shanghai) Co., Ltd	China	100
Geometry Action (Fujian) Marketing Planning Co., Ltd	China	51
Grey China Marketing Communications Co Ltd	China	100
Grey Star Echo Marketing Communications Co., Ltd.	China	51
COMPANY NAME	JURISDICTION<br>UNDER WHICH<br>ORGANISED	OWNERSHIP<br>INTEREST
---	---	---
GroupM (Shanghai) Advertising Co. Ltd	China	100
GroupM Market Advertising Co. Ltd.	China	100
GTB Shanghai Advertising Co., Ltd	China	100
Guangzhou Approach Enterprise Management Consulting Co., Ltd	China	51
Guangzhou Approach Marketing Communications Co., Ltd.	China	51
Guangzhou Dawson Human Resources Service Co. Ltd	China	51
Guangzhou Dawson Marketing Communication Co. Ltd	China	51
Guangzhou Win-line Geometry Management Consulting Co., Ltd.	China	51
Guangzhou Win-Line Geometry Marketing Communications Co., Ltd.	China	51
Hill & Knowlton (China) Public Relations Co Ltd	China	100
H-Line Ogilvy Communications Company Ltd	China	100
Hogarth & Ogilvy Marketing Communications (Shanghai) Co., Ltd.	China	100
Hogarth (Shanghai) Image Video Design & Production Co.Ltd	China	100
Kinetic Advertising (Shanghai) Co. Ltd	China	100
Landor Associates Designers and Consultants Limited	China	100
Midas Media Limited	China	100
Mirum (Beijing) Co., Ltd	China	100
Ogilvy (Fujian) Advertising Co. Ltd	China	51
Ogilvy Raynet Communications Co Ltd	China	100
Public Strategies Co., Ltd	China	100
Red Wasabi Marketing Consulting (Shanghai) Co., Ltd	China	100
Salmon Software Technology (Beijing) Co. Ltd.	China	100
Shanghai Bates MeThinks Marketing Communications Co. Ltd	China	70
COMPANY NAME	JURISDICTION<br>UNDER WHICH<br>ORGANISED	OWNERSHIP<br>INTEREST
---	---	---
Shanghai Easycom Advertising Co., Ltd.	China	100
Shanghai Grey Star Echo Marketing & Communication Co., Ltd	China	51
Shanghai Iconmobile Co Ltd	China	67.9
Shanghai Ogilvy & Mather Advertising Ltd	China	100
Shanghai Ogilvy & Mather Marketing Communications Consulting Co Ltd	China	100
Shanghai River Run Marketing & Management Co., Ltd.	China	100
Shanghai SocialThink Advertising Co., Ltd.	China	100
Shanghai Sudler MDS Healthcare Communications Co., Ltd	China	60
Soho Square Advertising Co Ltd	China	100
Spafax (China) Co., Ltd.	China	100
Superunion China Co, Ltd	China	100
Unite (Shanghai) Advertising Co., Ltd.	China	100
Verticurl Marketing (Beijing) Ltd	China	60
WPP (China) Management Co., Ltd.	China	100
ADPeople A/S	Denmark	100
AKQA Denmark A/S	Denmark	75
Grey Danmark A/S	Denmark	100
GroupM Enterprise Services ApS	Denmark	100
Molecule Consultancy A/S	Denmark	51
Molecule Holding A/S	Denmark	100
Resolve ApS	Denmark	100
VML MAP A/S	Denmark	100
WPP Holding Denmark A/S	Denmark	100
WPP Media Denmark A/S	Denmark	100
AKQA SASU	France	100
AxiCom Communications SARL	France	100
Burson Group SAS	France	100
CB'A PARIS	France	100
Choreograph SAS	France	100
CT Finances SA	France	100
Group M France SAS	France	100
Hogarth	France	100
COMPANY NAME	JURISDICTION<br>UNDER WHICH<br>ORGANISED	OWNERSHIP<br>INTEREST
---	---	---
Landor Associates SAS	France	100
Obviously France	France	100
Ogilvy Paris	France	100
Peclers Paris SAS	France	100
Regional Management Group SAS	France	100
Screenbase SAS	France	100
Studio M France SAS	France	100
The&Partners SARL	France	100
Velvet Consulting SAS	France	100
VML	France	100
WPP Finance SA	France	100
WPP France Holdings SAS	France	100
(m)STUDIO GmbH	Germany	100
AKQA GmbH	Germany	100
amp GmbH	Germany	90
AxiCom Axiom Communications GmbH	Germany	100
banbutsu dcp GmbH	Germany	67.9
Best of Media GmbH	Germany	100
Brand Pier GmbH	Germany	66.5
Burson GmbH	Germany	100
Choreograph Technology Solutions GmbH	Germany	100
DAITA EXP GmbH	Germany	67.9
deepblue networks AG	Germany	100
Design Bridge and Partners GmbH	Germany	100
diffferent GmbH	Germany	50.3
EssenceMediacom Germany GmbH	Germany	100
GCI Health Unternehmensberatung für Kommunikation GmbH	Germany	80
Global Team Ogilvy All Stars GmbH	Germany	100
Grey Famously Effective GmbH	Germany	100
GREY germany GmbH	Germany	100
Grey Holding Central Europe GmbH	Germany	100
Grey Shopper GmbH	Germany	100
Hogarth Worldwide GmbH	Germany	100
icon group GmbH	Germany	67.9
COMPANY NAME	JURISDICTION<br>UNDER WHICH<br>ORGANISED	OWNERSHIP<br>INTEREST
---	---	---
icon incar GmbH	Germany	67.9
InfoSum Germany GmbH	Germany	100
INGO Hamburg GmbH	Germany	100
Instant Data GmbH	Germany	100
IntraMedic GmbH	Germany	100
Landor GmbH	Germany	100
Media Consult WPP GmbH	Germany	100
MediaCom Holding Central and Eastern Europe GmbH	Germany	100
MediaCom TWENTYFIVE GmbH	Germany	100
MindShare GmbH	Germany	100
Ogilvy GmbH	Germany	100
Ogilvy Public Relations GmbH	Germany	74.8
OgilvyFinance AG	Germany	100
PATH GmbH	Germany	100
RessourcenReich GmbH	Germany	66.5
Sales Port GmbH	Germany	66.5
SCHOLZ & FRIENDS Berlin GmbH	Germany	100
Scholz & Friends Commerce GmbH	Germany	100
SCHOLZ & FRIENDS Digital Media GmbH	Germany	50.1
SCHOLZ & FRIENDS Düsseldorf GmbH	Germany	100
SCHOLZ & FRIENDS Family GmbH	Germany	100
SCHOLZ & FRIENDS Group GmbH	Germany	100
SCHOLZ & FRIENDS Hamburg GmbH	Germany	100
Scholz & Friends Health GmbH	Germany	100
Social Lab GmbH	Germany	100
Syzygy AG	Germany	50.3
syzygy Deutschland GmbH	Germany	50.3
Syzygy Performance Marketing GmbH	Germany	50.3
The Brand Power Company GmbH	Germany	100
TheAndPartnership Germany GmbH	Germany	100
thjnk Germany GmbH	Germany	80
thjnk GmbH	Germany	80
COMPANY NAME	JURISDICTION<br>UNDER WHICH<br>ORGANISED	OWNERSHIP<br>INTEREST
---	---	---
TWENTYFIVE Communications GmbH & Co. KG	Germany	69.3
TWENTYFIVE Verwaltungs GmbH	Germany	69.3
VML Germany GmbH	Germany	100
WAVEMAKER GmbH	Germany	100
WPP Deutschland Holding GmbH & Co. KG	Germany	100
WPP Deutschland Verwaltungs GmbH	Germany	100
WPP Finance Deutschland GmbH	Germany	100
WPP Germany GmbH & Co. KG	Germany	100
WPP Marketing Communications Germany GmbH	Germany	100
WPP Media Competence Center GmbH	Germany	100
WPP Media Digital GmbH	Germany	100
WPP Media Germany GmbH	Germany	100
WPP Media OOH GmbH	Germany	100
WPP media solutions GmbH	Germany	100
Agenda (Hong Kong) Ltd	Hong Kong	100
Agenda Group (Asia) Limited	Hong Kong	100
ARBA Holdings Limited	Hong Kong	65
Bates Hong Kong Limited	Hong Kong	100
BatesAsia Limited	Hong Kong	100
Brand Communications International Limited	Hong Kong	60
Burson (Asia) Limited	Hong Kong	100
Burson-Marsteller (Hong Kong) Limited	Hong Kong	100
CB'A ASIA LIMITED	Hong Kong	100
Cohn & Wolfe Impact Asia Limited	Hong Kong	100
Design Bridge & Partners Hong Kong Limited	Hong Kong	100
Designercity (HK) Limited	Hong Kong	51
Era Ogilvy Public Relations Co., Limited	Hong Kong	100
Essencemediacom Hong Kong Limited	Hong Kong	100
EssenceMediacom Limited	Hong Kong	100
Freeway Communications Ltd	Hong Kong	100
Geometry Global Company Limited	Hong Kong	100
COMPANY NAME	JURISDICTION<br>UNDER WHICH<br>ORGANISED	OWNERSHIP<br>INTEREST
---	---	---
Golden Fame International Holdings Ltd	Hong Kong	60
Grand Wealth International Holdings Limited	Hong Kong	51
Grey Advertising Hong Kong Ltd	Hong Kong	100
Grey Advertising Limited	Hong Kong	100
Grey DPI (Hong Kong) Limited	Hong Kong	60
Grey International Limited	Hong Kong	100
Hill and Knowlton Asia Limited	Hong Kong	100
H-Line Worldwide Limited	Hong Kong	100
Hogarth Worldwide (Hong Kong) Limited	Hong Kong	100
J. Walter Thompson Company (North Asia) Limited	Hong Kong	100
Landor & Fitch (Hong Kong) Limited	Hong Kong	100
MindShare Communications Limited	Hong Kong	100
MindShare Hong Kong Limited	Hong Kong	100
Mirum Hong Kong Limited	Hong Kong	100
NB Agency Asia Holding Limited	Hong Kong	90.5
Ogilvy & Mather (China) Limited	Hong Kong	100
Ogilvy & Mather (Hong Kong) Private Limited	Hong Kong	100
Ogilvy & Mather Marketing Communications Limited	Hong Kong	100
Ogilvy & Mather Marketing Services Limited	Hong Kong	100
Ogilvy Public Relations Worldwide Limited (Hong Kong)	Hong Kong	100
OgilvyOne Worldwide Hong Kong Limited	Hong Kong	100
Pulse Communications Ltd	Hong Kong	100
Shengshi International Media (Group) Limited	Hong Kong	100
Soho Square Hong Kong Limited	Hong Kong	100
Team Y&R Holdings Hong Kong Limited	Hong Kong	100
The Bridge Communications Company Limited	Hong Kong	100
The&Partnership Hong Kong Limited	Hong Kong	100
VML Taiwan Limited	Hong Kong	100
Wavemaker Hong Kong Limited	Hong Kong	100
COMPANY NAME	JURISDICTION<br>UNDER WHICH<br>ORGANISED	OWNERSHIP<br>INTEREST
---	---	---
WPP Group (Asia Pacific) Limited	Hong Kong	100
WPP Marketing Communications (Hong Kong) Limited	Hong Kong	100
WPP Media Hong Kong Limited	Hong Kong	100
WPP Media Limited	Hong Kong	100
Wunderman Thompson Limited	Hong Kong	100
AKQA Media India Private Limited	India	100
Alphabet Consulting Private Limited	India	100
Autumn Advertising Private Limited	India	89.9
Bates India Private Ltd	India	79.8
Batey India Private Limited	India	100
Bay99 Studios India Private Limited	India	100
Brand David Communications Private Limited	India	86.1
BU India Private Limited	India	100
Contract Advertising (India) Pvt Ltd	India	84.4
Eighty Two Point Five Communications Private Limited	India	80.1
Fortuity Communications Pvt. Ltd	India	100
G2 Communications Pvt Ltd	India	100
G2 Rams India Pvt Ltd	India	91.6
Genesis BCW Private Limited	India	100
Glitch Media Private Limited	India	100
Grey Worldwide (India) Pvt.Ltd	India	100
Hindustan Thompson Advertising Limited	India	73.9
HTA Marketing Services Private Limited	India	74
Hug Digital Private Limited	India	76
Hungama Digital Services Private Limited	India	56
Interactive Television Private Limited	India	80
Kinetic Advertising India Private Limited	India	84.4
Matrix Publicities & Media India Pvt Ltd	India	100
COMPANY NAME	JURISDICTION<br>UNDER WHICH<br>ORGANISED	OWNERSHIP<br>INTEREST
---	---	---
MediaCom Communications Pvt Ltd	India	100
Mediaedge:cia India Pvt Ltd	India	95.5
Mirum Digital Private Limited	India	100
Ogilvy & Mather Pvt Ltd	India	74
Pennywise Solutions Private Limited	India	100
PPR South Asia Private Limited	India	100
Qais Consulting (India) Pvt Ltd	India	100
Quasar Media Private Ltd	India	100
Results India Communications Pvt Ltd	India	72.3
Sercon India Private Limited	India	99.6
Six Degrees BCW Private Limited	India	100
T and P Agency Private Limited	India	79.8
Trikaya Communications Pvt. Ltd	India	100
Verticurl Marketing Private Limited	India	60
WPP Marketing Communications India Pvt. Ltd.	India	100
WPP Media India Private Limited	India	72.3
Wunderman Thompson Commerce Private Limited	India	100
AKQA Srl	Italy	91
AQuest S.r.l.	Italy	100
AxiCom Italia Srl	Italy	100
Burson Group Italy Srl	Italy	100
CB'A Srl	Italy	100
EssenceMediacom Italia Srl	Italy	100
Grey srl	Italy	100
GroupM plus Srl	Italy	100
GroupM Srl	Italy	100
Hogarth Worldwide Italy srl	Italy	100
InfoSum Italy Srl	Italy	100
Intramed Communications Srl	Italy	100
Landor & Fitch Srl	Italy	100
Mindshare SpA	Italy	100
Ogilvy & Mather Srl	Italy	100
Ogilvy Interactive Srl	Italy	100
OgilvyOne Worldwide SpA	Italy	100
COMPANY NAME	JURISDICTION<br>UNDER WHICH<br>ORGANISED	OWNERSHIP<br>INTEREST
---	---	---
The & Partners Srl	Italy	100
VML Health S.R.L.	Italy	100
VML Italia S.R.L.	Italy	100
Wavemaker Italia S.r.l.	Italy	100
WPP Marketing Communications (Italy) Srl	Italy	100
AKQA Uka, Inc.	Japan	60
Burson Japan Inc.	Japan	100
Grey Worldwide Inc (Japan)	Japan	100
Hogarth Inc.	Japan	100
The&Partnership Japan K.K.	Japan	100
Verticurl Japan G.K.	Japan	60
VML & Ogilvy Japan GK	Japan	100
WPP Marketing Communications GK	Japan	100
WPP Media Japan K.K.	Japan	100
Agencia de Comunicación Interactiva, SA de CV	Mexico	100
AXCM Comunicación Estratégica, S. de R.L. de C.V.	Mexico	100
Burson Cohn & Wolfe de México, S. de R.L. de C.V.	Mexico	100
CM Connection, S. de R.L. de C.V.	Mexico	100
CM Interactive, S.A. de C.V.	Mexico	100
Corebiz MX, S. de R.L. de C.V.	Mexico	100
Grey México, S. de R.L. de C.V.	Mexico	100
Mirum, S.A. de C.V.	Mexico	100
Ogilvy & Mather, S. de R.L. de C.V.	Mexico	100
Soho Square México, S. de R.L. de C.V.	Mexico	100
The Cocktail America, SA DE CV	Mexico	79.9
The Jeffrey Group Mexico. S. de R.L. de C.V.	Mexico	100
VML México Publicidad, S. de R.L. de C.V.	Mexico	100
Walter Landor y Asociados, S de RL de CV	Mexico	100
WPP Business Services, S. de R.L. de C.V.	Mexico	100
WPP Consulting México, S. de R.L. de C.V.	Mexico	100
COMPANY NAME	JURISDICTION<br>UNDER WHICH<br>ORGANISED	OWNERSHIP<br>INTEREST
---	---	---
WPP Media Management, S. de R.L. de C.V.	Mexico	100
WPP México Servicios, S. de R.L. de C.V.	Mexico	100
WPP Production Mexico, S. de R.L. de C.V.	Mexico	100
WPP Second, S. de R.L. de C.V	Mexico	100
AKQA B.V.	Netherlands	100
Axicom BV	Netherlands	100
Berkeley Square Holding BV	Netherlands	100
Burson Group Nederland B.V.	Netherlands	100
Cavendish Square Holding BV	Netherlands	100
Centrale Holding Du Bois Ording B.V.	Netherlands	100
Chafma B.V.	Netherlands	100
CIA Holding B.V.	Netherlands	100
dBOD International B.V.	Netherlands	100
Design Bridge and Partners B.V.	Netherlands	100
Du Bois Ording Design B.V.	Netherlands	100
Grey Benelux BV	Netherlands	90
Groundfloor BV	Netherlands	100
Group M India Holding B.V.	Netherlands	100
GroupM Korea Digital B.V.	Netherlands	100
In Domo Consulting B.V.	Netherlands	56
Leicester Square Holding B.V.	Netherlands	100
Lexington International B.V.	Netherlands	100
Miniato B.V.	Netherlands	100
Mirum Europe B.V.	Netherlands	100
O & M Africa B.V.	Netherlands	55.2
Ogilvy Groep (Nederland) B.V.	Netherlands	100
Russell Square Holding BV	Netherlands	100
Superunion B.V.	Netherlands	100
UnfoldX B.V.	Netherlands	100
VBAT Group B.V.	Netherlands	100
Vincent Square Holding BV	Netherlands	100
VML Netherlands B.V.	Netherlands	100
Witgoud Investments B.V.	Netherlands	100
WPP Claremont Square B.V.	Netherlands	100
WPP Go One B.V.	Netherlands	100
WPP Holdings (Holland) B.V.	Netherlands	100
COMPANY NAME	JURISDICTION<br>UNDER WHICH<br>ORGANISED	OWNERSHIP<br>INTEREST
---	---	---
WPP Interflow Holding B.V.	Netherlands	100
WPP Japan Holding B.V.	Netherlands	100
WPP Kraken B.V.	Netherlands	100
WPP Management Services (Holland) B.V.	Netherlands	100
WPP Media B.V.	Netherlands	100
WPP Minotaur B.V.	Netherlands	100
WPP Netherlands B.V.	Netherlands	100
WPP Rio Square BV	Netherlands	100
WPP Sheridan Square B.V.	Netherlands	100
WPP Socrates BV	Netherlands	100
WPP Summer Square B.V.	Netherlands	100
WPP Superior Square BV	Netherlands	100
WPP Times Square B.V.	Netherlands	100
WPP US Investments BV	Netherlands	100
WVI Marketing Communications Group B.V.	Netherlands	100
Young & Rubicam International Group B.V.	Netherlands	100
Brand Fibres sp. z o.o.	Poland	75
Burson Poland Sp z.o.o	Poland	100
EssenceMediacom Poland Sp zoo	Poland	100
Gorilla Group spółka z ograniczoną odpowiedzialnością	Poland	100
Grey Worldwide Warszawa Sp. z.o.o	Poland	100
Ogilvy Sp. z o.o.	Poland	100
Testardo Gram Sp. z.o.o.	Poland	100
The & Partnership Limited Spółka z ograniczona odpowiedzialnością	Poland	100
VML Cracow sp. Z o.o	Poland	74
VML Enterprise Solutions Sp. z o.o.	Poland	100
VML Europe Holding sp. z.o.o.	Poland	100
VML sp. z o.o	Poland	74.9
Wavemaker Sp.z.o.o	Poland	100
WPP Media Poland sp. z.o.o.	Poland	100
Aleph Pte Ltd	Singapore	93.3
BURSON (SG) PTE. LTD.	Singapore	100
Demand Interactive Pte Ltd	Singapore	100
Design Bridge Asia PTE Limited	Singapore	100
COMPANY NAME	JURISDICTION<br>UNDER WHICH<br>ORGANISED	OWNERSHIP<br>INTEREST
---	---	---
GCI Health Singapore PTE. Ltd	Singapore	100
Grey Group PTE Ltd	Singapore	100
HOGARTH WORLDWIDE PTE. LIMITED	Singapore	100
Landor & Fitch Pte. Ltd.	Singapore	100
M Globe Pte. Ltd	Singapore	100
Ogilvy Singapore Pte. Ltd.	Singapore	100
Qais Consulting Pte Ltd	Singapore	100
Scotts Road Management Services LLP	Singapore	100
Soho Square Pte Ltd	Singapore	100
Spafax Airline Network (Singapore) Pte Ltd	Singapore	100
The Brand Power Company Pte Ltd	Singapore	100
The&Partnership Pte. Ltd.	Singapore	100
Verticurl Pte. Ltd.	Singapore	60
WPP Holdings (S) Pte. Ltd	Singapore	100
WPP Media Asia Pacific Holdings Pte. Ltd.	Singapore	100
WPP Media Singapore Pte Ltd	Singapore	100
WPP Media Solutions Singapore Pte Ltd	Singapore	100
WPP Singapore Pte Ltd	Singapore	100
Wunderman Thompson Singapore Pte. Ltd	Singapore	100
Y&R Yangon Pte. Ltd	Singapore	60
Acceleration Digital Marketing (Pty) Limited	South Africa	54.9
Acceleration eMarketing (Pty) Limited	South Africa	54.9
Base Two Digital (Proprietary) Limited	South Africa	54.9
Burson Africa (Pty) Ltd	South Africa	54.9
Collective ID (PTY) Ltd	South Africa	52.5
Essencemediacom Communications (Pty) Ltd	South Africa	54.9
Fast and Remarkable Proprietary Limited	South Africa	54.9
Geometry Global Cape (Pty) Ltd	South Africa	50.3
Hamilton Russell South Africa (Proprietary) Limited	South Africa	100
Hogarth Worldwide (Pty) Limited	South Africa	54.9
COMPANY NAME	JURISDICTION<br>UNDER WHICH<br>ORGANISED	OWNERSHIP<br>INTEREST
---	---	---
J Walter Thompson Cape Town (Proprietary) Limited	South Africa	54.9
J Walter Thompson Company South Africa (Pty) Ltd	South Africa	91.6
Jupicorp (Pty) Limited	South Africa	54.9
Maxus Communications Proprietary Limited	South Africa	52.1
Mindshare South Africa (Gauteng) (Proprietary) Limited	South Africa	54.9
Mirum Cape Town Proprietary Limited	South Africa	54.9
Mirum Johannesburg Proprietary Limited	South Africa	54.9
Mirum Proprietary Limited	South Africa	54.9
Mirum South Africa Proprietary Limited	South Africa	54.9
Nota Bene Media Planning Agency (Proprietary) Limited	South Africa	54.9
Ogilvy and Mather South Africa (Pty) Ltd	South Africa	64.1
OgilvyOne Worldwide Johannesburg (Proprietary) Limited	South Africa	100
Platform 5 Technologies Proprietary Limited	South Africa	54.9
The Brand Union	South Africa	79.9
The Hardy Boys (Pty) Ltd	South Africa	54.9
VML South Africa (Pty) Ltd	South Africa	54.9
Wavemaker (Pty) Ltd	South Africa	54.9
WPP Blue Crane (RF) (Pty) Ltd	South Africa	76.6
WPP Media SA Holdings (Pty) Ltd	South Africa	54.9
WPP Media South Africa (Pty) Ltd	South Africa	54.9
WPP South Africa Holdings Proprietary Limited	South Africa	54.9
Wunderman Marketing (Pty) Ltd	South Africa	54.9
Wunderman Thompson Technology SA (Pty) Ltd	South Africa	100
Yonder Media Proprietary Ltd	South Africa	54.9
Young & Rubicam South Africa (Proprietary) Limited	South Africa	54.9
Axicom Spain SL	Spain	100
Burson Cohn & Wolfe S.L.	Spain	100
David the Agency Madrid S.L.	Spain	55
Design Bridge and Partners, S.L.	Spain	100
COMPANY NAME	JURISDICTION<br>UNDER WHICH<br>ORGANISED	OWNERSHIP<br>INTEREST
---	---	---
EssenceMediacom Iberia, S.A.	Spain	100
Grey Espana SLU	Spain	100
Hill & Knowlton Espana SA	Spain	51
Hogarth Worldwide Production Services, SL.	Spain	100
Mindshare Spain SA	Spain	100
Neo Media Technologies Spain, S.A.,	Spain	100
Ogilvy & Mather Publicidad Madrid S.A.	Spain	100
OgilvyOne Worldwide SA	Spain	100
Sra Rushmore SA	Spain	90
The & Partnership Iberia Publicidad, S.L	Spain	100
The Cocktail America, S.L.U.	Spain	80
The Cocktail Experience, S.L.U.	Spain	80
VML MAP SLU	Spain	100
VML Young & Rubicam, S.L.	Spain	100
Wavemaker Publicidad Spain S.L.	Spain	100
WPP Brands Spain, SL	Spain	100
WPP Holdings Spain, S.L.	Spain	100
WPP Media Spain S.A.	Spain	100
WPP Services Spain, S.L.	Spain	100
AKQA Sweden AB	Sweden	100
Axicom AB	Sweden	100
Burson Sweden AB	Sweden	100
EssenceMediacom Sweden AB	Sweden	100
EssenceMediacom Sweden Gothenburg AB	Sweden	89.9
Grey Global Group Sweden AB	Sweden	100
INGO The Agency AB	Sweden	100
KGM Datadistribution AB	Sweden	100
MediaCommunications Services Sverige AB	Sweden	89.9
The & Partnership AB	Sweden	100
The Brand Union AB	Sweden	97.5
VML MAP AB	Sweden	100
WPP Media Sweden AB	Sweden	100
WPP Sweden AB	Sweden	100
Agenda (Taiwan) Ltd	Taiwan	100
COMPANY NAME	JURISDICTION<br>UNDER WHICH<br>ORGANISED	OWNERSHIP<br>INTEREST
---	---	---
David Advertising (Taiwan) Co. Ltd	Taiwan	70
Hogarth & Ogilvy (Taiwan) Co., Ltd	Taiwan	100
Ogilvy & Mather (Taiwan) Co Ltd	Taiwan	70
Ogilvy Public Relations Worldwide Co Ltd	Taiwan	95
OgilvyOne Worldwide (Taiwan) Co Ltd	Taiwan	95
Wavemaker Taiwan Ltd	Taiwan	100
Acceleration eMarketing Middle East FZ-LLC	United Arab Emirates	100
Burson FZ-LLC	United Arab Emirates	100
Burson Public Relations - L.L.C - S.P.C	United Arab Emirates	100
CT Digital Web Design and Softwarehouse L.L.C	United Arab Emirates	75
EssenceMediacom Communications L.L.C	United Arab Emirates	92.5
Hill And Knowlton Strategies Public Relations L.L.C.	United Arab Emirates	100
Memac Ogilvy & Mather (L.L.C)	United Arab Emirates	100
Mindshare Advertising LLC	United Arab Emirates	87.5
Mirum FZ-LLC	United Arab Emirates	75
WAVEMAKER MENA FZ LLC	United Arab Emirates	99.9
WPP Media FZ-LLC	United Arab Emirates	100
Young and Rubicam FZ LLC	United Arab Emirates	99.9
Acceleration eMarketing Limited	United Kingdom	100
AKQA Limited	United Kingdom	100
Alton Wire Products Limited	United Kingdom	100
Ambassador Square	United Kingdom	100
Axicom Limited	United Kingdom	100
Barrows Commerce UK Limited	United Kingdom	100
Bates Overseas Holdings Limited	United Kingdom	100
COMPANY NAME	JURISDICTION<br>UNDER WHICH<br>ORGANISED	OWNERSHIP<br>INTEREST
---	---	---
Beaumont Square	United Kingdom	100
Belgrave Square	United Kingdom	100
Bookmark Content Ltd	United Kingdom	100
Box of Vegetables Limited	United Kingdom	75.3
Brand Power Limited	United Kingdom	100
Burson Buchanan Limited	United Kingdom	100
Burson Group Limited	United Kingdom	100
Carl Byoir (UK) Limited	United Kingdom	100
CHI Partners Holdings Limited	United Kingdom	100
CHI Wunderman UK Limited	United Kingdom	100
Clarion Communications (P.R.) Limited	United Kingdom	100
Cockpit Holdings Limited	United Kingdom	100
Code Computer Love Limited	United Kingdom	100
Cordiant Communications Group Limited	United Kingdom	100
Design Bridge Limited	United Kingdom	100
Essence Global Limited	United Kingdom	100
EssenceMediacom Holdings Limited	United Kingdom	100
EssenceMediacom North Limited	United Kingdom	100
Essencemediacom Scotland Limited	United Kingdom	100
Fictioneers Limited	United Kingdom	86.8
Fitch Worldwide Limited	United Kingdom	100
Gain Theory Limited	United Kingdom	100
Garrott Dorland Crawford Holdings Limited	United Kingdom	100
Geometry Global (UK) Limited	United Kingdom	100
COMPANY NAME	JURISDICTION<br>UNDER WHICH<br>ORGANISED	OWNERSHIP<br>INTEREST
---	---	---
Geometry Global Limited	United Kingdom	100
Goat Solutions Ltd	United Kingdom	100
Grey Advertising Limited	United Kingdom	100
Grey Communications Group Limited	United Kingdom	100
Grey Saudi Limited	United Kingdom	100
Halpern Limited	United Kingdom	100
Hill & Knowlton Limited	United Kingdom	100
InfoSum Limited	United Kingdom	100
Kinetic Worldwide Limited	United Kingdom	100
Made Thought Creative Limited	United Kingdom	75
Made Thought Design Limited	United Kingdom	75
Man vs Machine Limited	United Kingdom	75
Mando Corporation Limited	United Kingdom	100
Map Project Office Limited	United Kingdom	75
Mediaedge:CIA Worldwide Limited	United Kingdom	100
Metro Production Group Limited	United Kingdom	100
MFUSE Agency Limited	United Kingdom	100
Mindshare Media UK Limited	United Kingdom	100
Muster Agency Limited	United Kingdom	100
NEW COMMERCIAL ARTS GROUP LIMITED	United Kingdom	100
NEW COMMERCIAL ARTS LONDON LIMITED	United Kingdom	100
NPCOMPLETE LTD	United Kingdom	100
Ogilvy & Mather Group (Holdings) Limited	United Kingdom	100
Ogilvy Health Limited	United Kingdom	100
COMPANY NAME	JURISDICTION<br>UNDER WHICH<br>ORGANISED	OWNERSHIP<br>INTEREST
---	---	---
P.O.A. Holdings Limited	United Kingdom	100
Partners (Design Consultants) Limited (The)	United Kingdom	100
Poster Publicity Holdings Ltd	United Kingdom	100
Potato London Ltd	United Kingdom	75.3
Prophaven Limited	United Kingdom	100
S.H.Benson(India)Limited	United Kingdom	100
Set Creative UK Limited	United Kingdom	100
Set Live Limited	United Kingdom	100
Spafax Airline Network Limited	United Kingdom	100
Stickleback Limited	United Kingdom	100
Syzygy UK Limited	United Kingdom	50.3
T&P MEDIA LIMITED	United Kingdom	100
Team Y&R Saudi Limited	United Kingdom	100
Tempus Group Limited	United Kingdom	100
The & Partners Group Limited	United Kingdom	100
THE&PARTNERS LONDON LIMITED	United Kingdom	100
Thistleclub Limited	United Kingdom	100
TWW Group Limited	United Kingdom	100
Unique Digital Marketing Limited	United Kingdom	51.8
Universal Design Studio Limited	United Kingdom	75
Verticurl Marketing UK Limited	United Kingdom	60
VML MAP UK LIMITED	United Kingdom	100
VML(UK) Limited	United Kingdom	100
VMLY&R Health Limited	United Kingdom	100
COMPANY NAME	JURISDICTION<br>UNDER WHICH<br>ORGANISED	OWNERSHIP<br>INTEREST
---	---	---
VMLY&R KOL INSIGHTS & DIGITAL SOLUTIONS LIMITED	United Kingdom	75
Voluntarily United Creative Agencies Limited	United Kingdom	100
Wavemaker Global Limited	United Kingdom	100
Wavemaker Limited	United Kingdom	100
Wire & Plastic Products Limited	United Kingdom	100
Wise Conclusion	United Kingdom	100
WPP 1178	United Kingdom	100
WPP 2005 Limited	United Kingdom	100
WPP 2323 Limited	United Kingdom	100
WPP Alma Square	United Kingdom	100
WPP Brands (Europe) Limited	United Kingdom	100
WPP Brands (UK) Limited	United Kingdom	100
WPP Brands Development Holdings (UK) Limited	United Kingdom	100
WPP Brands Holdings (UK) Limited	United Kingdom	100
WPP Compete	United Kingdom	100
WPP Consulting Limited	United Kingdom	100
WPP CP Finance plc	United Kingdom	100
WPP Data & Technology Solutions Ltd	United Kingdom	100
WPP Dolphin UK Limited	United Kingdom	100
WPP DORSET SQUARE LIMITED	United Kingdom	100
WPP Finance 2010	United Kingdom	100
WPP Finance 2013	United Kingdom	100
WPP Finance Co. Limited	United Kingdom	100
WPP Fitzroy Square	United Kingdom	100
COMPANY NAME	JURISDICTION<br>UNDER WHICH<br>ORGANISED	OWNERSHIP<br>INTEREST
---	---	---
WPP Flame	United Kingdom	100
WPP Global	United Kingdom	100
WPP Golden Square Limited	United Kingdom	100
WPP Group (Nominees) Limited	United Kingdom	100
WPP Group (UK) Ltd	United Kingdom	100
WPP Group Holdings Limited	United Kingdom	100
WPP Headline	United Kingdom	100
WPP Jubilee Limited	United Kingdom	100
WPP Knowledge	United Kingdom	100
WPP Manchester Square Limited	United Kingdom	100
WPP Media Motion Entertainment Limited	United Kingdom	100
WPP Media UK Limited	United Kingdom	100
WPP Montreal Ltd	United Kingdom	100
WPP MR OVERSEAS MEDIA HOLDINGS LIMITED	United Kingdom	100
WPP MR UK Limited	United Kingdom	100
WPP MR US	United Kingdom	100
WPP North Atlantic Limited	United Kingdom	100
WPP Opal Limited	United Kingdom	100
WPP Production Limited	United Kingdom	100
WPP Rocky Ltd	United Kingdom	100
WPP Samson Limited	United Kingdom	100
WPP Sigma Limited	United Kingdom	100
WPP Sphinx Limited	United Kingdom	100
WPP Toronto Ltd	United Kingdom	100
COMPANY NAME	JURISDICTION<br>UNDER WHICH<br>ORGANISED	OWNERSHIP<br>INTEREST
---	---	---
WPP UK Germany Holdings	United Kingdom	100
WPP UK Torre	United Kingdom	100
WPP Unicorn Limited	United Kingdom	100
WPP US Investments Limited	United Kingdom	100
COMPANY NAME	JURISDICTION<br>UNDER WHICH<br>ORGANISED	OWNERSHIP<br>INTEREST
---	---	---
WPP Vancouver Ltd	United Kingdom	100
Wunderman Thompson Commerce UK Limited	United Kingdom	100

Document

Exhibit 12.1

Certification

I, Cindy Rose, certify that:

1.    I have reviewed this annual report on Form 20-F of WPP plc;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a mate- rial fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4.    The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)    Designed such internal control over financial reporting, or caused such internal control over financial re- porting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)    Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)    Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5.    The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: 19 March 2026

/s/ Cindy Rose

Cindy Rose

Chief Executive Officer

(principal executive officer)

Document

Exhibit 12.2

Certification

I, Joanne Wilson, certify that:

1.    I have reviewed this annual report on Form 20-F of WPP plc;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a mate- rial fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4.    The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)    Designed such internal control over financial reporting, or caused such internal control over financial re- porting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)    Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)    Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5.    The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: 19 March 2026

/s/ Joanne Wilson

Joanne Wilson

Chief Financial Officer

(principal financial officer)

Document

Exhibit 13.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of WPP plc (the "Company") on Form 20-F for the period ended 31 December 2025 (the "Report"), I, Cindy Rose, Chief Executive Officer of the Company, certify to my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1)    The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act

of 1934; and

2)    The information contained in the Report fairly presents, in all material respects, the Company’s financial

position and results of operations.

Date: 19 March 2026

/s/ Cindy Rose

Cindy Rose

Chief Executive Officer

(principal executive officer)

Document

Exhibit 13.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of WPP plc (the "Company") on Form 20-F for the period ended 31 December 2025 (the "Report"), I, Joanne Wilson, Chief Financial Officer of the Company, certify to my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1)    The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2)    The information contained in the Report fairly presents, in all material respects, the Company's financial position and results of operations.

Date: 19 March 2026

/s/ Joanne Wilson

Joanne Wilson

Chief Financial Officer

(principal financial officer)

Document

Exhibit 14.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-06378, 333-103888, 333-108149, 333-129640, 333-129733, 333-152662, 333-157729, 333-185886, 333-185887, 333-185889, 333-185890, 333-208658, 333-208660, 333-208661 and 333-232174) of WPP plc of our report dated 19 March 2026 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 20-F.

/s/PricewaterhouseCoopers LLP

London, United Kingdom

19 March 2026

Document

Exhibit 14.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No. 333- 06378, 333-103888, 333-108149, 333-129640, 333-129733, 333-152662, 333-157729, 333-185886, 333-185887, 333-185889, 333-185890, 333-208658, 333-208660, 333-208661 and 333- 232174 on Form S-8 of our report dated 21 March 2024 (28 March 2025 as to Note 2), to the financial statements of WPP plc.

/s/ Deloitte LLP

London, United Kingdom

19 March 2026

exhibit151-arastrategicr

OUR STRATEGIC PLAN We aim to stabilise the business in 2026, build momentum in 2027 and deliver accelerated, high-quality growth from 2028. Read more on page 11 OUR STRUCTURE We are simplifying our business into four core operating units: WPP Media, WPP Creative, WPP Production and WPP Enterprise Solutions, working across four regions: North America; Latin America; Europe, Middle East and Africa; and Asia Pacific.1 Read more on page 12 OUR COMPETITIVE ADVANTAGE Our competitive advantage has three layers: our trusted data and intelligence; integrated solutions combining media, data, creativity and technology; and our global scale and deep client relationships. Read more on page 13 BUSINESS MODEL We create value by providing integrated solutions to our diverse customer base. The following pages describe what we do, how we operate and what makes us different from our peers. Read more about us on page 2 1 Our financial disclosures are based on our previous structure, see the business structure on page 12 and accounting policies on page 139 for details. OUR GOALS This is a bold plan for a simpler, more integrated WPP. Our intention is to stabilise the business, return to organic growth, create capacity to invest in the future and deliver attractive returns for our shareholders. WPP will become a single company, streamlined into four operating units across four regions, all unified by our agentic marketing platform, WPP Open. OUR MISSION Central to this strategy is a new mission: to be the trusted growth partner for the world’s leading brands, helping them navigate change, capture opportunity and deliver growth, while transforming their business in a dynamic, complex environment. OUR STRATEGIC OBJECTIVES Elevate28 is anchored in the following four objectives: Deliver superior growth for clients Become a simpler integrated company Unlock the advantage of WPP Open Create firm financial foundations for the future In February 2026 we launched our new strategy, Elevate28, to help us restore growth, simplify our offer and drive long- term value for our clients and our business. ELEVATE28: STRATEGY WPP ANNUAL REPORT 2025 10 STRATEGIC REPORT

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OUR STRATEGIC PLAN We’ve built a detailed strategic plan with eight core pillars, setting out the actions we will take to deliver on our objectives. OUR STRATEGIC PLAN A PHASED APPROACH We aim to deliver sustained growth in three distinct phases: PHASE 1 2026: STABILISE Our immediate priority is to stabilise net new business performance. We aim to execute cost savings initiatives and rationalise our portfolio. PHASE 2 2027: BUILD Embed our transformed go-to-market strategy, supported by a more effective operating model, to help deliver a fully integrated offer spanning media, creative, enterprise solutions and production. We are targeting a return to organic growth during 2027. PHASE 3 2028 AND BEYOND: ACCELERATE We aim to be a simpler, lower-cost, AI-enabled business, recognised by clients as a trusted growth partner, showing accelerated growth, improved margin and strong cash conversion. Deliver superior growth for clients Become a simpler integrated company Unlock the advantage of WPP Open Create firm financial foundations for the future (see page 16 for more) Strengthen execution and transform our go-to-market strategy Simplify our operating model Lead with media and data at the heart of our integrated client proposition 1 Establish next-generation creative and production capabilities Elevate enterprise solutions to partner with clients on AI transformation Drive a high-performance culture and attract and retain the world’s best talent Unlock the advantage of WPP Open and Open Intelligence and expand strategic partnerships Create firm financial foundations for the future 2 3 4 5 6 7 8 WPP ANNUAL REPORT 2025 11 STRATEGIC REPORT ELEVATE28: STRATEGY

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1 Our financial disclosures are based on our previous structure, see accounting policies on page 139 for details WPP Creative OUR STRUCTURE We’re simplifying our business into four core operating units: WPP Media, WPP Production, WPP Enterprise Solutions and WPP Creative, working across four regions: North America, Latin America, EMEA and APAC. HOW WE WERE ORGANISED PREVIOUSLY Global integrated agencies HOW WE ARE ORGANISED NOW1 Brings together AI-driven media, data and partnership capabilities to deliver creative personalisation at scale. Unifies WPP’s production capabilities into a single global operating unit, to deliver content at speed and scale. Brings together customer experience, commerce, CRM, content transformation and technology and data platforms into a unified global operating unit. The home of WPP’s iconic agencies, connected through a unified leadership structure and WPP Open. Hellmann’s: Sweet Sandwich Time Oreo: Oreo Walks Lexus: Built for Every Kind of Wonder National Rail: Rail Clock PUBLIC RELATIONS SPECIALIST AGENCIESMEDIA AGENCIESCREATIVE AGENCIES WPP ANNUAL REPORT 2025 12 STRATEGIC REPORT ELEVATE28: STRATEGY

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OUR COMPETITIVE ADVANTAGE TALENT CAPABILITIES WPP OPEN SCALE AND REACH TRUSTED DATA AND INTELLIGENCE Our foundational intelligence layer, Open Intelligence, securely connects live data from clients, partners and WPP in a privacy-first way. Built on InfoSum’s data collaboration technology, it unlocks unique insights without data ever being shared – turning real-world behaviour into predictive intelligence while preserving privacy, control and trust. Clients see exactly where, how and why their marketing investment is working. INTEGRATED MEDIA, PRODUCTION, CREATIVE, DATA AND TECHNOLOGY We combine cutting-edge media intelligence, world-class creativity, industry leading production and transformative enterprise solutions – all powered by exceptional talent and WPP Open. And we have created central Client Solution Architects and Growth teams to cross-sell services more effectively and integrate new business capabilities. GLOBAL SCALE AND DEEP CLIENT RELATIONSHIPS As an established partner to a large number of the world’s leading advertisers, we possess a massive installed base of opportunity. By simplifying our operating model, we unlock the ability to cross-sell high-growth capabilities – such as enterprise solutions – directly into our existing client relationships. We have everything we need to succeed: exceptional talent, world-class capabilities, trusted data and technology solutions and groundbreaking partnerships, as well as the scale and reach to service the most complex multi-national, multi-brand clients in the world.” CINDY ROSE CHIEF EXECUTIVE OFFICER, WPP WPP ANNUAL REPORT 2025 13 STRATEGIC REPORT ELEVATE28: STRATEGY

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exhibit152-araclients

THE YEAR IN REVIEW CLIENT SATISFACTION In 2025 clients rated us 8.2 out of 10 for satisfaction, while our client net promoter score rose almost four points to 34.9. Overall, clients view us positively for building strong client relationships, fuelling growth and mitigating risk. Despite these positive indicators, we experienced some large client losses during the same timeframe - including eBay, Ikea, Mars and Sky - partly due to competitive pressures, but also reflective of our underperformance in some areas. Combined with fewer new pitch opportunities, this meant our like- for-like revenue less pass-through costs declined 5.4%, with a slightly smaller decline of 4.1% for our top 25 clients. However, we were encouraged by the new business momentum we saw towards the end of the year, as we retained key client assignments and gained new accounts. In August, Mastercard appointed WPP Media as its global shopper marketing and commerce partner, while in November Reckitt appointed WPP Media to manage its media planning and buying across 21 European markets for brands including Durex, Nurofen, Strepsils, Gaviscon, Veet, Dettol, Finish and Vanish. And we ended the year with some significant wins, including a four-year contract for the UK government’s media activities, and global creative and production duties for consumer healthcare leader Kenvue, for all brands except Neutrogena. CLIENT ROSTER Our client roster includes some of the world’s most influential and recognised brands across all industry sectors: from consumer packaged goods and technology to healthcare & pharma and autos. We partner with businesses of all sizes, from global industry leaders to small and medium-sized enterprises, across all major regions including North and Latin America, Europe, Asia and more. Our top 100 clients account for half of our revenue less pass-through costs. And beyond that we serve around 1,600 smaller, typically local or regional businesses.1 IN BRIEF: 2025 was a challenging year for WPP and some of our clients. Towards the end of the year we began to achieve renewed momentum, with a number of new business wins and retentions. ~1,700 clients1 21% top 10 clients’ share of revenue less pass-through costs (top 100: 50%) 1 Clients generating >£0.5 million of revenue per annum TOP TEN CLIENTS CLIENTS WPP ANNUAL REPORT 2025 20 STRATEGIC REPORT

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exhibit153-aragovernance

1 References to sustainability and ESG are inclusive of the climate change issues identified as relevant to WPP in the TCFD statement (see pages 43-48) SUSTAINABILITY GOVERNANCE MODEL1 BOARD OVERSIGHT EXECUTIVE RESPONSIBILITY MANAGEMENT AND DELIVERY THE BOARD Responsible for the overall long-term success of WPP and for overseeing the mission, values and culture and strategic direction, including on sustainability. The Board takes sustainability matters (including climate change), where identified as relevant by management, into account when overseeing major decisions as set out in WPP Matters Reserved for the Board (available on wpp.com). It approves sustainability policies before release. The Board is supported by Committees in its oversight of corporate responsibility, sustainability, ESG and related reputational matters. SUSTAINABILITY COMMITTEE Brings expertise from various sectors, reviewing WPP’s sustainability risks, strategy and policy statements, meeting quarterly and updating the Board. AUDIT COMMITTEE Together with the Sustainability Committee, monitors ESG disclosures and internal controls. COMPENSATION COMMITTEE Sets remuneration policy per UK Corporate Governance Code. NOMINATION AND GOVERNANCE COMMITTEE Reviews Board composition and skills to ensure appropriate oversight of significant ESG issues. EXECUTIVE COMMITTEE Supports the CEO in discharging her duties and is collectively responsible for implementing strategy, including sustainability strategy, ensuring consistent execution and embedding the Company’s culture and values. CHIEF SUSTAINABILITY OFFICER The Chief Sustainability Officer has overall operational responsibility for sustainability, supported by a specialist sustainability team. DISCLOSURE COMMITTEE Ensures Group disclosures – including those related to ESG – are accurate and timely, and reviews disclosure controls. LEADERSHIP WORKING GROUPS Cross-functional leadership working groups including an ESG Working Group and Net Zero Leadership Group drive progress against sustainability strategy and ensure compliance with regulations. These teams coordinate briefings, meetings and status updates, monitor performance metrics and report annually to executive and Board committees. RISK COMMITTEE Assists the Board and Audit Committee by overseeing compliance with laws, regulations and internal policies, focusing on the effectiveness of WPP’s compliance framework and any emerging risks, including those related to sustainability and ESG factors. HQ FUNCTIONS Manage sustainability impacts relevant to their area of management. AGENCIES Are required to follow a structured policy framework – including the Sustainability Policy and Code of Business Conduct – and submit annual performance reports. INFORMS OVERSEES GOVERNANCE The foundation of our integrity, accountability and long-term value. For further information see Corporate Governance from page 63 IN BRIEF: This section demonstrates how our robust governance frameworks uphold ethical standards, ensure compliance and strategically guide WPP’s decisions for sustainable and responsible growth. WPP ANNUAL REPORT 2025 39 STRATEGIC REPORT SUSTAINABILITY

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STAKEHOLDER ENGAGEMENT By actively engaging with stakeholders including our people, clients, suppliers and shareholders, we gain valuable feedback that sharpens our understanding of sustainability risks and opportunities, benefiting both WPP and our clients. Much of this dialogue happens organically, woven into everyday business exchanges. Our extensive investor relations programme includes open conversations on ESG, complemented by continuous engagement with ESG rating agencies and benchmarking organisations (wpp.com/ sustainabilityreport2025). And our commitment is more than just words: our $2.5 billion revolving credit facility directly ties our financing to specific sustainability metrics, as we continue to embed carbon reduction targets and broader sustainability commitments into our financing arrangements. SUSTAINABILITY ASSURANCE ESG data included in this Annual Report is for the calendar year 2025 and covers all subsidiaries of the Company. The selected ESG performance metrics marked with the symbol throughout this report have been subject to independent limited assurance procedures by PricewaterhouseCoopers LLP (PwC) for the year ended 31 December 2025 in accordance with International Standard on Assurance Engagements 3000 (revised) and, in respect of greenhouse gas emissions data, International Standard on Assurance Engagements 3410, issued by both the International Auditing and Assurance Standards Board. DATA QUALITY We continue to evolve our ESG reporting to meet our obligations in a rapidly formalising ESG landscape. We have restated 2024 carbon emissions totals for two categories – heat and steam and business air travel – to reflect material errors identified as we strengthen emissions data quality and coverage. See page 49 for further information. To prevent recurrence, in 2026 we will work to enhance energy reporting training for campus workplace managers. Our travel management companies have already put new processes in place. We continue to strengthen how we validate data and detect errors, for example through the implementation of Watershed (an enterprise sustainability platform), and are improving both the completeness and accuracy of our reporting.   A copy of PwC’s report and our Reporting Criteria are available at wpp.com/sustainabilityreport2025 NON-MATERIAL DISCLOSURES The results of our double materiality assessment are reshaping some of the topics that are considered for inclusion in WPP’s sustainability reporting. We will continue to disclose information on topics that fall below our materiality threshold (including health and safety, country-level people metrics and waste) through our annual ESG Data Book and through ESG rating platforms including CDP, EcoVadis and SEDEX.   Read our ESG Data Book 2025 at wpp.com/sustainabilityreport2025 POLICIES We set a clear policy framework, which our agencies are required to follow: ASSIGNMENT ACCEPTANCE POLICY AND FRAMEWORK Guides our leaders and people on additional due diligence in relation to clients and any work we are asked to undertake. CIRCULAR ECONOMY PLASTICS POLICY Outlines our commitment to tackling pollution from single-use plastics through the phase-out of single-use plastics in our offices, and in tandem with our partners and clients. CODE OF BUSINESS CONDUCT Sets out our responsibilities to our people, partners and shareholders to act ethically, legally and with integrity. CODE OF BUSINESS CONDUCT – SUPPLIER VERSION Sets out our expectations that our suppliers act ethically, legally and with integrity. DISABILITY POLICY Sets out our commitment to offering equal opportunities for all employees, regardless of whether or not they have a disability. ENVIRONMENT POLICY Applies to the direct and indirect material environmental impacts of carbon emissions, energy use, waste disposal and resource use relating to our direct operations and supply network. GREEN CLAIMS GUIDE Provides principles and practical tips for making effective green claims that are not misleading; complemented by a legal toolkit incorporated into our legal clearance process; a client version of the Guide is also available. HUMAN RIGHTS POLICY STATEMENT Reflects international standards and principles, including the International Bill of Human Rights and the UN Guiding Principles on Business and Human Rights. POLITICAL ACTIVITIES AND ENGAGEMENT POLICY Commits us to act ethically in all aspects of our business and to maintaining the highest standards of honesty and integrity. SUSTAINABILITY POLICY Sets out our values, commitments and further policies and frameworks to give us a balanced focus across environmental, social and governance issues. WPP ANNUAL REPORT 2025 40 STRATEGIC REPORT SUSTAINABILITY

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PUBLIC POLICY Recognising that business can play a significant role in public policy, we contribute constructively to debates impacting our industry, people and society – always guided by integrity, transparency and rigorous standards. In 2025, engagements with the UK government covered a range of topics, including: AI and data regulatory frameworks, the UK’s 2035 Modern Industrial Strategy and supporting the implementation of the Creative Industries Sector Plan. WPP’s Michael Frohlich, Chief Marketing & Corporate Affairs Officer, was appointed co-Chair of the Creative Industries Trade and Investment Board. We also carry out public policy work for our clients through our PR agencies, lobbying officials, influencing public opinion and advocating on relevant issues. Our Code of Business Conduct and Political Activities and Engagement Policy ensure all political activities uphold the highest standards of honesty, integrity and transparency, both legally and ethically. Our procedures ensure ethical transitions for former public officials joining WPP, including a six-month ‘cooling-off’ period. POLITICAL CONTRIBUTIONS WPP agencies do not make direct cash political donations. Other contributions require prior approval from a WPP Executive Director and legal review. Where legally permissible, individuals may make voluntary personal contributions. For instance, Burson’s political action committees disbursed $48,000 in 2025 from voluntary employee donations to support political candidates in the United States.2 TRADE ASSOCIATION MEMBERSHIPS WPP and our agencies are members of various industry groups and associations. These foster collaboration and progress, with each relationship managed by a senior WPP manager. Key memberships include: Business Disability Forum, China-Britain Business Council, Institute of Business Ethics, Living Wage Foundation, Media Trust, RE100, UN Global Compact, and The Valuable 500. Local agencies can be members of regional advertising, PR and market research associations and chambers of commerce. 1 Living Wage Foundation 2 fec.gov MANAGING SUPPLY CHAIN RISK WPP operates a complex and dynamic supply chain of around 70,000 global suppliers. We carry out due diligence to help us select suppliers that meet our requirements when it comes to doing business responsibly, and to identify and mitigate potential risks before entering into a business relationship. Our Human Rights Officer – a new role created in 2025 – monitors and reviews due diligence implementation, such as our annual risk assessments, and develops relevant methodological approaches. All suppliers are asked to sign WPP’s Code of Business Conduct or demonstrate equivalent policies as a pre-condition to engagement, extending these requirements to their own supply chains. These include evidencing social responsibility and anti-discrimination in their cultures, behaviours and attitudes. We include a right-to-audit provision in supplier documentation and/or standard terms and conditions of contract. Read more on carbon reduction in our supply chain on page 34 HUMAN RIGHTS AND ETHICAL CONDUCT Respect for human rights is fundamental to WPP. We aim to prevent, identify and address negative human rights impacts and promote rights where possible across our value chain. All agencies must comply with our Human Rights Policy Statement, aligned with international standards including the UN Guiding Principles on Business and Human Rights, the International Labour Organization’s Declaration on Fundamental Principles and Rights at Work, and UNICEF’s Children’s Rights and Business Principles. Our most direct impact on human rights is as a major employer. We recognise the rights of our people, including those relating to freedom of association and collective bargaining, and do not tolerate harassment or any form of forced, compulsory or child labour. We also help our clients manage human rights risks within marketing campaigns, particularly concerning children’s rights, and avoid work that could be misleading on human rights issues. Concerns can be reported confidentially via our Right to Speak facility (see page 52). MODERN SLAVERY We do not tolerate any form of modern slavery or human trafficking in any part of our business or supply chain. Mandatory modern slavery training is provided to all procurement employees. Our global supplier agreements include explicit modern slavery compliance clauses, and we reserve the right to terminate contracts in cases of non-compliance. Our annual Modern Slavery Act statement is approved by the Board.   Read our Modern Slavery Act Transparency Statement and Human Rights Policy Statement at wpp.com/sustainabilitypolicies HUMAN RIGHTS SPOTLIGHT: REDUCING VULNERABILITY THROUGH FAIR PAY In the UK, the Living Wage Foundation estimates that one in six jobs pay below the real Living Wage rate, calculated to meet the cost of living. Almost six in ten low-paid workers reported skipping meals, turning off heating, falling behind on bills or taking out a pay-day loan in the past year to make ends meet.1 WPP is an accredited Living Wage employer. Across our UK operations all of our people and on-site contractors, including cleaning, catering and security workers, are paid the real Living Wage or higher. This commitment helps protect workers at higher risk of in-work poverty. WPP ANNUAL REPORT 2025 41 STRATEGIC REPORT SUSTAINABILITY

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OVERSIGHT AND TRAINING Our AI Governance Committee, made up of senior leaders including the CEO and CTO, provides executive oversight, sets strategic direction and approves key policies. This integrates with our broader Data Privacy, Security & Ethics Risk Committee to manage AI risk holistically. In everything we do, human oversight remains essential and that is why we invest significantly in our people, providing comprehensive AI training since 2019 covering fundamentals, ethics and governance. Safer data training, encompassing data protection, security and privacy, is mandatory for all staff, fostering a culture of responsible data stewardship. OUR APPROACH TO DATA WPP maintains well-established and robust governance for data privacy and risk management. Our Risk Sub-committee regularly reviews and monitors our data ethics, privacy and security risk, supported by our dedicated privacy team, which provides practical support and promotes best practices across our agencies. The WPP Data Privacy and Security Charter, continually updated, outlines core principles for responsible data management. Our annual Data Health Checker provides vital insights, with our 2025 average risk score at 1.54 (2024: 1.56), where five indicates maximum risk, reflecting our commitment to continuous improvement. ENGAGING WITH INDUSTRY AND REGULATORS We actively track evolving AI regulations such as the EU AI Act, GDPR and IP law, translating new requirements into practical guidance. Through engagement both directly with government and with industry bodies including the Advertising Association and Interactive Advertising Bureau, we help shape proactive and responsible regulatory frameworks, ensuring WPP remains at the forefront of ethical and secure AI deployment. Read more about AI and sustainability on page 35 AI AND DATA GOVERNANCE The transformative power of AI is reshaping our industry, presenting both immense opportunity and new complexities. At WPP, we understand that an active and responsible approach to AI and data governance is crucial for our clients, consumers and business. In June 2025, we launched our comprehensive AI Governance Framework. Our governance model brings together principles, policies, training, risk‑mapping and vendor‑review processes to ensure responsible AI adoption at scale. This integrated framework provides clear guardrails for teams, supports regulatory compliance and reinforces WPP’s commitment to safe, ethical and transparent use of AI. The framework is reinforced by our AI Policy, which sets binding requirements for AI use, along with practical toolkits, clear development standards and a dedicated AI Agent Governance Framework (see below) for intelligent tools. We also maintain an AI Vendor Review Process for all third-party providers. AI AGENT GOVERNANCE FRAMEWORK Al agents created within WPP Open must meet defined standards on safety, bias mitigation, data rights, traceability and repeatable output quality THREE CORE PRINCIPLES GUIDE AGENT CREATION: 2 QUALITY 3 LIFE CYCLE Risk classification, data rights and privacy, scope and usage boundaries, safety and refusal behaviours Consistent, useful outputs, citations, bias and fairness considerations with accurate results Agent ownership, continuous maintenance, business value and impact for teams 1 SAFETY THESE ARE ALL COVERED WITHIN THE AGENT GOVERNANCE FRAMEWORK Ownership and lifecycle requirements ensure each agent operates within approved boundaries and remains safe, reliable and accountable Ownership & accountability Classification & risk Scope & usage boundaries Knowledge/ data rights & privacy Ethical bias & fairness Output quality & repeatability Safety & refusal behaviours Citations & traceability Business values, KPIs & lifecycle AGENT GOVERNANCE WPP ANNUAL REPORT 2025 42 STRATEGIC REPORT SUSTAINABILITY

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exhibit154-arafinancialr

FINANCIAL REVIEW REVIEW OF RESULTS Reported revenue was down 8.1% at £13.6 billion. Reported revenue on a like- for- like basis was down 3.6% compared with last year. This excludes the impact of foreign currency and acquisitions and disposals. Net changes from acquisitions and disposals had a negative impact of -2.7% and foreign exchange had a negative impact of -1.8% on growth. PROFITABILITY Reported profit before tax was £131 million, compared to £1,031 million in the prior year, with the decrease primarily due to the lower year-on-year revenue and higher goodwill impairment charges and property impairment charges. The prior year also included higher gains on disposals of investments and subsidiaries, predominantly related to the disposal of FGS Global. Reported loss after tax was £172 million, compared to £629 million profit in the prior year. Reported operating profit was £382 million (2024: £1,325 million) at a reported operating profit margin of 2.8% (2024: 9.0%) with the decrease due to lower revenue and higher total adjusting items of £939 million (2024: £382 million), slightly offset by a decrease of total headline operating costs. Total headline operating costs were down 8.3%, to £8,855 million (2024: £9,652 million). Headline operating profit was £1,321 million (2024: £1,707 million) at a headline operating profit margin of 13.0% (2024: 15.0%), 2.0 percentage points lower than prior year and 1.8 points lower like-for-like. This year-on- year decline reflects lower revenue less pass-through costs and increased severance activity compared to the prior year, in particular at WPP Media, partially offset by lower staff incentives. Staff costs of £7,083 million were down 8.7% compared to the prior year (2024: £7,761 million), reflecting lower headcount as a result of the actions we have taken to mitigate the top-line decline this year. This has offset wage inflation and higher severance costs of £141 million (2024: £61 million). Staff incentives of £181 million were down 50.1% compared to the prior year (2024: £363 million) due to business performance against annual incentive targets and the disposal of FGS Global. The average number of people in the Group in 2025 was 103,277 compared to 111,281 in 2024. The total number of people as at 31 December 2025 was 98,655 compared to 108,044 as at 31 December 2024. Establishment costs of £420 million were down 11.0% compared to the prior year (2024: £472 million) driven by benefits from the ongoing campus programme and consolidation of leases, the benefit from the FGS disposal in 2024 and a favourable FX impact. Technology spend of £642 million (2024: £684 million) was down 6.1%, reflecting our ongoing focus on driving efficiencies to mitigate inflation, offset by our continuing investment in WPP Open, AI and data. Personal costs of £177 million (2024: £209 million) were down 15.3% driven by savings in travel and entertainment, while other operating expenses of £533 million (2024: £526 million) slightly increased by 1.3% due to cost inflation, slightly offset by efficiency savings. ADJUSTING ITEMS The Group incurred £939 million of adjusting items in 2025, mainly relating to goodwill impairment charges of £641 million (2024: £237 million), primarily relating to Ogilvy and AKQA, property impairments of £114 million (2024: £3 million), amortisation and impairment of acquired intangible assets of £61 million (2024: £93 million) and restructuring and transformation costs of £68 million (2024: £251 million). The prior year included gains on disposals of investments and subsidiaries of £322 million, predominantly related to the disposal of FGS Global. The restructuring and transformation costs of £68 million (2024: £251 million) represent a decrease of £183 million from the prior year, consistent with the expected ramp down of historical transformation programmes. This Strategic Report includes figures and ratios that are not readily available from the Financial Statements. Management believes that these non-GAAP measures, including constant currency and like-for-like growth, and headline profit measures, are both useful and necessary to better understand the Group’s results. WPP ANNUAL REPORT 2025 26 STRATEGIC REPORT

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EARNINGS Losses attributable to shareholders were £215 million, compared to a profit of £542 million in the prior year, reflecting the same factors as operating profitability and a higher effective tax rate, slightly offset by a decrease in non-controlling interests and net finance costs. Reported diluted earnings per share was (20.0)p (2024: 49.4p), a decrease of 140.5% due to a net loss in 2025 compared to net income in 2024. Headline diluted earnings per share was 63.2p (2024: 88.3p), a decrease of 28.4%, predominantly due to lower headline operating profit and same factors as above. DIVIDEND The Board is proposing a final dividend for 2025 of 7.5p per share, which together with the interim dividend paid in November 2025 gives a full-year dividend of 15.0p per share. The record date for the final dividend is 5 June 2026, and the dividend will be payable on 3 July 2026. The dividend has been reduced, balancing consistent returns to shareholders with investment for growth. FINANCE COSTS Reported net finance costs were £290 million (2024: £330 million), including net charges of £16 million (2024: £50 million) relating to the revaluation and retranslation of financial instruments. Headline net finance costs of £274 million were down 2.1% compared to the prior year (2024: £280 million), primarily due to lower average adjusted net debt and lower interest rates in 2025 compared to 2024. TAX The reported effective tax rate was 231.3% (2024: 39.0%) and the headline effective tax rate (based on headline profit before tax) was 32.0% (2024: 28.0%). The higher year-on-year headline tax rate resulted from the effect of lower headline profit before tax in 2025 on fixed elements of our headline tax charge compared to prior year. The reported effective tax rate is higher than the headline effective tax rate due to non-deductible goodwill charges. CASH FLOW HIGHLIGHTS Reported net cash inflow from operating activities decreased to £724 million (2024: £1,408 million inflow) due to a reported operating profit decline and a large working capital outflow compared to an inflow in 2024. Working capital was an outflow of £334 million compared with an inflow of £117 million in the prior year, partly due to the impact of lower staff incentives. Adjusted free cash flow was £202 million (2024: £738 million), lower than prior year due to a decrease in adjusted operating cash flow and higher cash taxes, partially offset by lower contingent consideration liability payments, net interest and dividends to minorities/from associates. Adjusted net cash outflow was £363 million, compared to an adjusted net cash inflow in the prior year (2024: £745 million inflow), primarily due to higher disposal proceeds, predominantly from the FGS Global disposal in 2024, partially offset by lower dividends paid. Financial Review WPP ANNUAL REPORT 2025 27 STRATEGIC REPORT

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BUSINESS SECTOR REVIEW Global Integrated Agencies WPP Media saw a decline in like-for-like revenue less pass-through costs of 5.9% in 2025 (2024: +2.7%) which was a result of client assignment losses, cuts to client spending and one-off factors during the year. Other Global Integrated Agencies declined 5.6% (2024: -3.9%) year-on-year as a result of lower overall client spending, particularly at Ogilvy which declined high-single digits in the year. There was also continuing pressure on project-based work which weighed on all our agencies. Public Relations In 2025, Public Relations saw a decline in like-for-like revenue less pass-through costs of 6.0% (2024: -1.7%) as Burson faced a challenging environment for client discretionary spending, in particular in Europe. We are encouraged by an improving trend in Q4 and continued new business momentum with positive growth in the US in Q4. Reported revenue less pass-through costs continues to be impacted by the disposal of FGS Global which completed in Q4 2024. Specialist Agencies CMI Media Group, our specialist healthcare media planning and buying agency, continued to grow strongly at double-digit like-for-like revenue less pass-through costs growth in the year. Meanwhile, Landor and Design Bridge and Partners continued to grow, supported by spend from existing clients. Pressure remains on the longer tail of activities within the segment, and overall Specialist Agencies LFL growth declined 0.7% in 2025 (2024: -2.3%). REVENUE ANALYSIS1 £ million 2025 2024 +/(-) % reported +/(-) % LFL2 Global Integrated Agencies 11,956 12,661 (5.6) (3.7) Public Relations 705 1,156 (39.0) (6.7) Specialist Agencies 889 924  (3.8)  1.0 REVENUE LESS PASS-THROUGH COSTS ANALYSIS1 £ million 2025 2024 +/(-) % reported +/(-) % LFL2 Global Integrated Agencies 8,740 9,452 (7.5) (5.7) Public Relations 667 1,089 (38.8) (6.0) Specialist Agencies 769 818 (6.0)  (0.7)  HEADLINE OPERATING PROFIT ANALYSIS1 £ million 2025 % margin3 2024 % margin3 Global Integrated Agencies 1,165 13.3 1,491 15.8 Public Relations 102 15.3 166 15.2 Specialist Agencies 54 7.0  50 6.1  Notes 1 During 2025, the Group reallocated a number of businesses between Global Integrated Agencies and Specialist Agencies. Prior year figures have been restated to reflect the reallocation 2 Like-for-like growth at constant currency exchange rates and excluding the effects of acquisitions, disposals and other adjustments 3 Headline operating profit as a percentage of revenue less pass-through costs At 31 December 2025, financial information was reported within our three reportable segments, Global Integrated Agencies, Public Relations and Specialist Agencies, which reflected the way in which performance was reviewed and resources were allocated in 2025. Segmental information presented above in the Business Sector Review is based on the segment structure as at 31 December 2025. In February 2026, the Group announced an update to its structure into four operating units: WPP Media, WPP Production, WPP Enterprise Solutions and WPP Creative. These changes require a reassessment of the Group’s operating and reportable segments. Discrete financial information is not yet readily available for all four operating units at the date of the publication of this report. Any supplemental revenue data on a standalone operating unit basis will be provided as appropriate. LIKE-FOR-LIKE REVENUE LESS PASS-THROUGH COSTS GROWTH BY BUSINESS VERSUS 2024 (%) Global Integrated Agencies Public Relations Specialist Agencies -5.7 -6.0 -0.7 Financial Review WPP ANNUAL REPORT 2025 28 STRATEGIC REPORT

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REGIONAL REVIEW North America revenue less pass-through costs declined 4.6% like-for-like in 2025 (2024: -0.7%), driven by an anticipated further sequential deterioration in Q4. This was mostly due to H1 client account losses at WPP Media weighing on like-for-like revenue less pass-through costs. In addition to this, there were client spending cuts, in particular at Ogilvy and AKQA, with pressure centred on CPG and government and a decline in spend in tech & digital services. United Kingdom like-for-like revenue less pass-through costs declined 7.6% in 2025 (2024: -2.7%) due to the continuing impact of client assignment losses amplified by spending cuts. Pressure was centred on WPP Media and VML, offsetting an improving trend at AKQA. Western Continental Europe saw a decline in like-for-like revenue less pass-through costs of 4.7% in 2025 (2024: +1.7%). Spain declined year-on-year but grew in Q4, while declines in Germany persisted during the year, driven mostly by pressure on Ogilvy and VML. Asia Pacific, Latin America, Africa & the Middle East and Central & Eastern Europe declined in 2025, mostly driven by Asia Pacific. India is a relative outperformer, growing in 2025 on new business momentum, in particular at WPP Media. This was offset by a decline in China on the continued impact of client assignment losses and persistent macroeconomic pressures. There were declines in Latin America but relative stability in Africa & Middle East and growth in Central & Eastern Europe. At 31 December 2025, financial information was reported within our four regions, North America, United Kingdom, Western Continental Europe and Rest of World (AP, LA, AME, CEE) which reflected the way our regions were disclosed as at 31 December 2025. In February 2026, the Group announced an update to its structure to operate across the following four regions, North America, Latin America, EMEA and APAC. Our financial information within the regional review will be presented across these four regions going forward. REVENUE ANALYSIS £ million 2025 2024 +/(-) % reported +/(-) % LFL1 N. America 4,966 5,567 (10.8) (3.4) United Kingdom 2,055 2,185 (5.9) (7.6) W. Cont. Europe 2,891 3,013  (4.0) (0.1) AP, LA, AME, CEE2 3,638 3,976  (8.5) (4.0) REVENUE LESS PASS-THROUGH COSTS ANALYSIS £ million 2025 2024 +/(-) % reported +/(-) % LFL1 N. America 3,837 4.394 (12.7) (4.6) United Kingdom 1,503 1,588 (5.4) (7.6) W. Cont. Europe 2,143 2,375 (9.8)  (4.7) AP, LA, AME, CEE2 2,693 3,002  (10.3)  (5.9) HEADLINE OPERATING PROFIT ANALYSIS £ million 2025 % margin3 2024 % margin3 N. America 663 17.3 825 18.8 United Kingdom 164 10.9 237 14.9 W. Cont. Europe 212 9.9 259 10.9 AP, LA, AME, CEE2 282 10.5 386 12.9 Notes 1 Like-for-like growth at constant currency exchange rates and excluding the effects of acquisitions and disposals and other adjustments 2 Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe 3 Headline operating profit as a percentage of revenue less pass-through costs North America United Kingdom Western Continental Europe Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe -4.6 -7.6 -4.7 -5.9 LIKE-FOR-LIKE REVENUE LESS PASS-THROUGH COSTS GROWTH BY REGION VERSUS 2024 (%) Financial Review WPP ANNUAL REPORT 2025 29 STRATEGIC REPORT

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BALANCE SHEET HIGHLIGHTS Non-current assets of £10,905 million decreased by £943 million (31 December 2024: £11,848 million), primarily driven by lower goodwill due to impairment charges of £641 million and lower property, plant and equipment due to property impairments of £114 million recognised in the year. The remainder of the decrease primarily relates to depreciation, amortisation and foreign exchange. Current assets of £13,170 million decreased by £491 million (31 December 2024: £13,661 million). The decrease is principally driven by lower trade and other receivables, which reduced by £443 million. Current liabilities of £14,835 million decreased by £681 million (31 December 2024: £15,516 million). The decrease primarily relates to trade and other payables which decreased by £807 million and corporate income tax payable which decreased by £112 million, partially offset by a net increase in current borrowings of £238 million. The increase in current borrowings is due to the €750 million of 2.25% bonds maturing in September 2026 becoming current, mostly offset by the repayment of €500 million of 1.375% bonds. The decrease in corporate income tax payable is due to the lower tax charge compared to prior year. The decrease in both current trade and other receivables and trade and other payables is primarily due to client activity and timing of payments. Non-current liabilities of £6,468 million increased by £209 million (31 December 2024: £6,259 million). The increase is primarily due to the issuance of €1,000 million of 3.625% bonds, offset by the €750 million of 2.25% bonds becoming current in the year. Recognised within total equity, other comprehensive loss of £220 million (2024: £62 million loss) includes a £205 million loss (2024: £72 million loss) for foreign exchange differences on translation of foreign operations, a £58 million loss (2024: £58 million gain) for cash flow hedge amounts reclassified to profit or loss and a £54 million decline (2024: £7 million) in the fair value of equity investments, partially offset by a £68 million gain (2024: £3 million loss) on the Group’s net investment hedges. ADJUSTED NET DEBT As at 31 December 2025, the Group had cash and cash equivalents of £2,694 million (31 December 2024: £2,638 million) and borrowings of £4,861 million (31 December 2024: £4,380 million). The Group has current liquidity of £4,384 million (31 December 2024: £4,464 million), comprising of cash and cash equivalents, bank overdrafts and undrawn credit facilities. As at 31 December 2025, adjusted net debt was £2,167 million (31 December 2024: £1,742 million), up £425 million. Average adjusted net debt in 2025 was £3,404 million, compared to £3,506 million in 2024. The average adjusted net debt to headline EBITDA ratio in the 12 months ended 31 December 2025 was 2.2x (12 months ended 31 December 2024: 1.8x). The Group has a five-year Revolving Credit Facility of $2.5 billion which matures in February 2031 following the final one-year extension option that was executed in February 2026. The Revolving Credit Facility has no financial covenants and remained undrawn at 31 December 2025. In March 2025, we repaid €500 million of 1.375% bonds which matured and in December 2025, we issued €1,000 million of 3.625% bonds, maturing 2031, in a successful bond raising which was oversubscribed. As at 31 December 2025, our bond portfolio had an average maturity of 5.8 years (31 December 2024: 6.3 years) and a weighted average coupon rate of 3.5% (31 December 2024: 3.5%). WPP ANNUAL REPORT 2025 30 STRATEGIC REPORT FINANCIAL REVIEW

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exhibit155-aracorporateg

CHAIR’S GOVERNANCE STATEMENT During the year, we began consultation with shareholders on a new compensation policy, including the introduction of more robust growth-related performance measures designed to strengthen alignment between pay, delivery and shareholder value creation. This formed part of a wider programme of engagement with our shareholders and other stakeholders, which I detail in my statement at the beginning of this Annual Report. I am pleased to report that this year’s Board evaluation, conducted internally by our Senior Independent Director, showed the Board is working effectively, while acknowledging the evaluation was conducted during a year of transition. More details on the evaluation, including key areas of focus identified for 2026, can be found in the Nomination and Governance Committee report on page 79. At WPP we have a robust and responsive approach to governance that is designed to serve the interests of our shareholders and wider stakeholders. The following pages provide further details of how we implemented that approach in 2025. We look forward to building on these foundations as we continue to evolve our governance practices in the year ahead. Philip Jansen Chair 19 March 2026 One of the principal outputs of this process was the new strategy announced by the management team in February. Monitoring and supporting the progress of its execution is our number one priority for the year ahead. The Board is fully aligned with the strategy and believes WPP has what it needs to succeed in today’s business and marketing environment. That said, market conditions are fast-changing, geopolitical and macroeconomic uncertainty is high, and any turnaround comes with risk. We describe our principal risks and uncertainties, and our approach to managing them, from page 55 of this report. Maintaining an appropriate balance of skills and experience at executive and Board level, and looking ahead to the next generation of leaders, is a continuous element of the Board’s oversight. The Board has engaged regularly with senior leaders and emerging talent, supporting the Company’s objective of a high-performing team today and a strong pipeline for the future. Cindy has made a number of leadership appointments and changes to align with the new strategy, which the Board has supported. While the Board itself has a good mix of sector background, expertise and length of tenure, we have continued to review composition to ensure we have the right make-up to support the new strategy. The Board recognises the importance of diversity to good governance and decision- making, and WPP continues to exceed the UK board diversity recommendations of the FTSE Women Leaders Review and the Parker Review. We are pleased that, as at the date of this report, we have gender parity on the Board, and that three of the most senior roles – CEO, CFO and Senior Independent Director – are held by women. On behalf of the Board, I am pleased to introduce the Corporate Governance section of WPP’s Annual Report for 2025. This section outlines how the Board has applied the principles of the UK Corporate Governance Code, and describes our most important activities during the year. Planning for and delivering leadership succession is a critical component of effective governance and in 2025 the Board oversaw the appointment of a new Chief Executive Officer following the announcement in June that Mark Read would be retiring from the role. In July we announced that Cindy Rose would step down as a Non-Executive Director and become CEO of the Company in September. You can find more details of this process in the Nomination and Governance Committee report on page 79. The Board’s job is to support the health and resilience of the Company and to ensure effective governance, controls and accountability. In 2025 that meant intensifying oversight and constructive challenge, and making sure the organisation was positioned for an effective reset. With a new Chair and CEO in place, the Board focused on how performance is monitored across the business, how issues are escalated, and how plans translate into delivery. We have given particular attention to growth in and retention of key client relationships, alongside new business performance, and to ensuring clear ownership of outcomes. We have also continued to look closely at performance management, career development and capability-building. At WPP we have a robust and responsive approach to governance that is designed to serve the interests of our shareholders and wider stakeholders.” PHILIP JANSEN CHAIR, WPP WPP ANNUAL REPORT 2025 64 CORPORATE GOVERNANCE

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COMPLIANCE WITH THE UK CORPORATE GOVERNANCE CODE Following the publication of the UK Corporate Governance Code 2024 (the ‘Code’), the Board and its committees have considered the amendments which have been made in order to determine any actions needed to ensure our continued compliance with the requirements of the Code, in force as at 31 December 2025. During the year ended 31 December 2025, the Company was compliant with the provisions of good governance contained in the Code. The table below shows where shareholders can find further information on how the Company has applied the principles of the Code. The Company’s American Depositary Shares are listed on the New York Stock Exchange (NYSE). The Company is therefore subject to the rules of the NYSE, as well as to US securities laws and the rules of the Securities and Exchange Commission (SEC) applicable to foreign private issuers. As the Company follows UK corporate governance standards, differences from the NYSE governance standards are summarised in the Company’s Form 20-F filing. A copy of the Code is available from the Financial Reporting Council’s website at frc.org.uk Please see page 87 for details of ongoing preparatory work for the introduction of Provision 29 of the Code 3. COMPOSITION, SUCCESSION AND EVALUATION – The composition of the Board, along with members’ biographies and tenure, is on pages 66-68 – The Nomination and Governance Committee report is on pages 79-83 and provides information on the Committee’s work this year, including succession planning – The outputs of the Board performance review are on page 81 4. AUDIT, RISK AND INTERNAL CONTROL – Our Viability Statement and how we assess and manage our risks are on pages 54-62 – The Audit Committee report on pages 84-90 provides details of the Committee’s oversight of the financial reporting process, the review of our risk management and internal control framework and responsibilities relating to internal and external audit 5. REMUNERATION – The Compensation Committee report on pages 93-131 sets out responsibilities relating to the Compensation Policy and determining executive and senior management arrangements 1. BOARD LEADERSHIP AND COMPANY PURPOSE – The role of the Board is set out on page 71 – The Board’s approach to engagement and statement on Section 172 factors is on page 73 – How the Board and management have engaged with stakeholders and the outcomes achieved are on pages 72-75 – An overview of the Company’s mission is set out on page 10 – How the Board promotes and assesses the embedding of desired culture is set out from pages 18-19, 37-38 and 75 – Our strategy, overseen by the Board, is set out from page 10 – A summary of our Group policies and practices is on pages 40 and 51-52 2. DIVISION OF RESPONSIBILITIES – Our Governance Model on page 71 sets out the division of responsibilities between the Chair, CEO, Non-Executive Directors and Company Secretary – Details of each Board committee are provided in the respective committee reports from pages 79-131 WPP ANNUAL REPORT 2025 65 CORPORATE GOVERNANCE

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OUR BOARD Appointed: 16 September 2024 (Chair from 1 January 2025) Nationality: British Skills and experience: With his marketing background and experience leading technology and consumer goods companies, Philip has deep insight into the marketing services industry. Philip is Non-Executive Chairman of Heathrow Airport Holdings Limited and Chairman of XPlor Technologies. He was previously CEO of BT Group from 2019 to 2024 and, before that, the CEO of Worldpay. Earlier roles include CEO and subsequently Chairman of Brakes, as well as COO of Sodexo Group. Philip began his career at Procter & Gamble, before holding Marketing and Commercial Director roles at Dunlop Slazenger and later serving as COO of MyTravel. He was a Non-Executive Director of Travis Perkins for four years and is a Senior Advisor at Bain Capital. External appointments: Chairman, Heathrow Airport Holdings Limited; Chairman, XPlor Technologies; Trustee, Wellbeing of Women; Senior Advisor, Bain Capital. PHILIP JANSEN CHAIR Appointed: 1 April 2019 (Chief Executive Officer from 1 September 2025) Nationality: British and American Skills and experience: Cindy has extensive experience as a leader in the technology, telecommunications, media, entertainment and creative sectors, and she offers deep expertise in digital transformation and global enterprise. Prior to becoming CEO of WPP, Cindy held senior executive positions at Microsoft for nine years, most recently as Chief Operating Officer, Global Enterprise. Cindy also served as President of Microsoft Western Europe, and CEO of Microsoft UK. Earlier in her career, she 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, culminating as Senior Vice President and Managing Director of Disney Interactive Media Group, EMEA. Cindy also served as a Non-Executive Director of the WPP Board from 2019 until her CEO appointment. Cindy is a graduate of Columbia University and New York Law School. External appointments: Advisory Board Member, Imperial College Business School in London and McLaren. CINDY ROSE OBE CHIEF EXECUTIVE OFFICER External appointments: Non-Executive Director, Informa plc. Appointed: 19 April 2023 (Chief Financial Officer from 27 April 2023) Nationality: Irish Skills and experience: 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.JOANNE WILSON CHIEF FINANCIAL OFFICER COMMITTEE MEMBERSHIP KEY Audit Compensation Nomination and Governance Sustainability Committee Chair WPP ANNUAL REPORT 2025 66 CORPORATE GOVERNANCE

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INDEPENDENT NON-EXECUTIVE DIRECTORS ANGELA AHRENDTS DBE SENIOR INDEPENDENT DIRECTOR, NON-EXECUTIVE DIRECTOR Appointed: 1 July 2020   Nationality: American and British citizenship Skills and experience: 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. External appointments: Lead Independent Director, Ralph Lauren Corporation; Non-Executive Director, 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 Advisor, SKKY Partners. SIMON DINGEMANS NON-EXECUTIVE DIRECTOR Appointed: 31 January 2022   Nationality: British Skills and experience: Simon has extensive business, capital markets, technology, corporate finance and governance experience. He is Chairman of Genomics Limited and is also a Non-Executive Director of Vodafone Group plc and Avantor, Inc. 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 Calastone limited as well as the Financial Reporting Council. External appointments: Chairman, Genomics Limited; Non-Executive Director, Vodafone Group Plc; Non-Executive Director, Avantor, Inc.; Trustee, The King’s Trust. SANDRINE DUFOUR NON-EXECUTIVE DIRECTOR Appointed: 3 February 2020   Nationality: French Skills and experience: 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. External appointments: Chief Financial Officer, UCB. External appointments: Chair, The King’s Trust; Chair, LINK; Chair, Iternal Limited; Founder and Chair, African Gifted Foundation; Non-Executive Director, Civic Net Zero Limited. TOM ILUBE CBE NON-EXECUTIVE DIRECTOR Appointed: 5 October 2020   Nationality: British Skills and experience: Tom brings a wealth of expertise as a technology entrepreneur and has extensive experience of the UK technology sector. Tom is Chair of The King’s Trust and Chair of LINK. He 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. External appointments: Non-Executive Director, J Sainsbury plc and i-Genie; 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 McLaren. KEITH WEED CBE NON-EXECUTIVE DIRECTOR Appointed: 1 November 2019 Nationality: British Skills and experience: 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. Our Board WPP ANNUAL REPORT 2025 67 CORPORATE GOVERNANCE

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External appointments: Non-Executive Director, Compagnie Financière Richemont SA; Visiting Fellow, Oxford University; Vice- President of the International Advisory Council, Institute of Business Ethics. JASMINE WHITBREAD NON-EXECUTIVE DIRECTOR Appointed: 1 September 2019 Nationality: British and Swiss Skills and experience: 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. External appointments: Non-Executive Director, AsiaInfo Technologies Limited, ChinaSoft International Limited and Horizon Robotics; Chair Professor, AI Science and Professor, Institute for AI Industry Research, Tsinghua University; Board Member, Philanthropy Asia Alliance. DR. YA-QIN ZHANG NON-EXECUTIVE DIRECTOR Appointed: 1 January 2021   Nationality: American Skills and experience: 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. He is also Chair Professor of AI Science at Tsinghua University. INDEPENDENT NON-EXECUTIVE DIRECTORS External appointments: None. BALBIR KELLY-BISLA COMPANY SECRETARY Appointed: 27 April 2020 Nationality: British Skills and experience: Balbir has significant governance experience across various roles in listed companies. Balbir was Group Company Secretary at William Hill from 2020 to 2021. Prior to joining William Hill, Balbir was Director of Investor Relations at GlaxoSmithKline plc (GSK), leading on engagement with ESG‑focused investors, and before that held company secretarial roles at GSK, Lastminute.com, Royal & Sun Alliance and Segro plc. NON-EXECUTIVE DIRECTOR TENURE AS AT 31 DECEMBER 2025 0-3 YEARS 1 Philip Jansen 3-6 YEARS 5 Angela Ahrendts Simon Dingemans Sandrine Dufour Tom Ilube Dr. Ya-Qin Zhang 6-9 YEARS 2 Keith Weed Jasmine Whitbread Other Board members during the year: – Mark Read stepped down from the Board on 1 September 2025 – Andrew Scott stepped down from the Board on 31 December 2025 Our Board WPP ANNUAL REPORT 2025 68 CORPORATE GOVERNANCE

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OUR EXECUTIVE COMMITTEE DEVIKA BULCHANDANI CHIEF OPERATING OFFICER, WPP Devika is WPP’s Chief Operating Officer, having previously served as CEO of Ogilvy since 2022. She joined the agency in 2021 after spending 26 years at McCann. Under her leadership, Ogilvy was named the most creative and effective global agency network in both 2023 and 2024 by WARC. The Executive Committee of WPP is responsible for leading the Company and executing its strategy. Its members lead WPP’s largest agency networks and central corporate functions. MARIE-CLAIRE BARKER CHIEF PEOPLE OFFICER, WPP Marie-Claire was appointed Chief People Officer of WPP in 2025, having previously been Global Chief People Officer at GroupM. Prior to this she held the roles of Global Chief Talent Officer at Edelman, MEC Global (now Wavemaker) and Ogilvy. Marie-Claire first joined WPP in 2002 as VP of HR at OgilvyOne Worldwide. MICHAEL FROHLICH CHIEF MARKETING & CORPORATE AFFAIRS OFFICER, WPP Michael was appointed to his WPP role in 2025. He joined from The Weber Shandwick Collective, where he was Global Client Transformation Officer and EMEA CEO. He previously spent over 10 years at Ogilvy, most recently as UK Group CEO, and was a WPP Global Client Lead for IAG and British Airways. Executive Committee members who sit on the Board: – Cindy Rose, Chief Executive Officer – Joanne Wilson, Chief Financial Officer JANE GERAGHTY GLOBAL CEO, WPP BRAND & DESIGN & GLOBAL CEO, LANDOR Jane became Global CEO of WPP Brand & Design and CEO of Landor at the beginning of 2026. She was previously WPP’s Chief Client Officer, and prior to that, Landor’s Global CEO for six years. Jane has held senior positions at Naked Communications, ITV, Ogilvy New York, McCann-Erickson and Saatchi & Saatchi. JEFF GEHEB CHIEF EXECUTIVE OFFICER, WPP ENTERPRISE SOLUTIONS Jeff is CEO of WPP Enterprise Solutions, which was created in 2026. He was formerly CEO of Enterprise Solutions at VML, where he also held Global Chief Experience Officer and Chief Technology Officer roles. Previously Jeff was VP & Chief Technology Officer at Saepio Technologies. JON COOK GLOBAL CHIEF EXECUTIVE OFFICER, WPP CREATIVE & CHIEF EXECUTIVE OFFICER, VML Jon is Global Chief Executive Officer, WPP Creative & Chief Executive Officer, VML, which includes agencies VML, Ogilvy, Burson, AKQA, Landor, and Design Bridge and Partners. Jon also serves as Global CEO of VML, which he joined in 1996. Under Jon’s leadership, VML has been recognised for its creative excellence and as leader in customer experience, commerce and technology solutions. COREY DUBROWA CHIEF EXECUTIVE OFFICER, BURSON Corey was appointed CEO of Burson in 2024, following the merger of BCW and Hill & Knowlton. He joined Burson as CEO in 2023 from Google where he was Vice President, Global Communications and Public Affairs. Corey has previously held senior communications roles at Salesforce, Starbucks, WE, Ketchum and Nike. RICHARD GLASSON CHIEF EXECUTIVE OFFICER, WPP PRODUCTION Richard became the CEO of WPP Production at the time of its launch in January 2026. Prior to this he had held the same role at Hogarth since 2016. Before joining Hogarth, Richard was the CEO of Gyro, the B2B marketing specialist. LAURENT EZEKIEL CHIEF EXECUTIVE OFFICER, OGILVY & EXECUTIVE SPONSOR, WPP OPEN X Laurent became Global CEO of Ogilvy Group in 2025, having previously served as WPP’s Chief Marketing and Growth Officer and CEO of WPP Open X, the bespoke global agency model for The Coca-Cola Company. He continues to be Executive Sponsor of WPP Open X alongside his current role. He joined from Publicis where he was President of Digitas North America and International, and Global Client Leader for GSK. WPP ANNUAL REPORT 2025 69 CORPORATE GOVERNANCE

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Other Executive Committee members during the year: – AnnaMaria DeSalva, former Chair of Burson, stepped down on 30 June 2025 – Mel Edwards, former President, VML, stepped down during the year following her announcement to retire in spring 2026 – Michael Houston, former WPP country president for the US, stepped down from the Committee in 2025 – Lindsay Pattison, former Chief People Officer, stepped down in May 2025 DIANE HOLLAND DEPUTY CFO, WPP Appointed as WPP’s Deputy CFO in March 2025, Diane brings extensive strategic, financial and operational leadership. She was previously the Global COO of VML, instrumental in the VMLY&R and Wunderman Thompson merger in 2023. Her 20-year career at WPP includes serving as Global CFO of Wunderman Thompson, POSSIBLE and Schematic. STEPHAN PRETORIUS CHIEF TECHNOLOGY OFFICER, WPP Stephan was appointed as WPP’s CTO in 2018. He leads WPP’s AI strategy, the WPP Open platform, innovation agenda and technology partnerships. He was previously UK Group CEO and Global CTO of Wunderman from 2016, and founded Acceleration in 1999, an early martech and adtech systems integrator, that was sold to WPP in 2012. ROB REILLY CHIEF CREATIVE OFFICER, WPP Rob joined WPP in 2021, after decades of leading the world's top creative agencies. In his time at WPP, the Company has emerged as a creativity and tech force and has been named Cannes Lions Creative Company of the Year four times. He also currently serves on the advisory board of Open Evidence, the leading AI-powered medical information platform. DOMINIC SHINE CHIEF INFORMATION OFFICER, WPP Dominic joined WPP as Chief Information Officer in July 2024. He leads global enterprise technology strategy and transformation across the Group, enabling growth, efficiency and innovation. With previous CIO and CTO roles at Dentsu, News Corp and Reed Elsevier, he brings deep experience in digital transformation, cloud modernisation and platform integration. JOHNNY HORNBY FOUNDER AND CEO, T&P & CEO, WPP SPECIALIST COMMUNICATIONS Johnny is the Founder and CEO of T&P, originally established in 2001 as Clemmow Hornby Inge. He was appointed CEO of Specialist Communications for WPP in 2025. BRIAN LESSER CHIEF EXECUTIVE OFFICER, WPP MEDIA Brian was appointed CEO of GroupM in 2024. He was previously Chairman and CEO of InfoSum, founding CEO of Xandr (then part of AT&T), CEO of GroupM North America, and founding CEO of GroupM’s Xaxis. Brian was also VP of Product Management at 24/7 Media, which was acquired by WPP in 2007. BAIJU SHAH GLOBAL CHIEF EXECUTIVE OFFICER, AKQA Baiju was appointed Global CEO of AKQA in 2025. He joined from Accenture Song, which he co-founded and where he most recently served as Global Chief Strategy Officer. Baiju is also Professor of Strategy and Growth Innovation at Northwestern University. ANDREA HARRIS GROUP CHIEF COUNSEL, WPP Andrea was appointed as Group Chief Counsel in 2005 having joined WPP in 1996. Andrea is Chair of the WPP Risk Committee. Our Executive Committee WPP ANNUAL REPORT 2025 70 CORPORATE GOVERNANCE

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DIVISION OF RESPONSIBILITIES BOARD GOVERNANCE THE BOARD – Responsible for the overall long-term success of WPP and for setting the Company’s mission and culture and strategic direction – Oversees the implementation of appropriate risk assessment processes to identify and mitigate WPP’s principal risks and consider emerging risks – Responsible for corporate governance – Oversees the execution of the strategy and responsible for the overall financial performance of the Company The Matters Reserved for the Board are available on our website, wpp.com CHAIR – Responsible for Board governance principles, including setting the Board agenda and ensuring the Board receives timely and accurate information – Ensures all Directors are enabled to play their full part in Board activities – Represents the Board in discussions with shareholders and other stakeholders CHIEF EXECUTIVE OFFICER – Responsible for the day-to-day leadership of the Company, representing the Company to clients, employees, partners, suppliers, governments and other stakeholders – Develops the strategic direction for consideration by the Board – Sets the tone at the top with regard to culture and values – Ensures there are effective processes for engaging with and listening to employees and other stakeholders SENIOR INDEPENDENT DIRECTOR – Provides a sounding board for the Chair and acts as an intermediary for the other Directors – Meets with the Non-Executive Directors (without the Chair present) when necessary and at least once a year to appraise the Chair’s performance and communicates the results to the Chair COMPANY SECRETARY – Ensures the Board operates in accordance with the corporate governance framework and that there are good information flows between the Board and committees – Advises the Board on matters of corporate governance – Supports the Board’s development through organising training and induction programmes – Supports the Board and committee chairs with annual agenda planning NON-EXECUTIVE DIRECTORS – Bring an external perspective to support and challenge the performance of management – Assist in developing the Company’s strategy and offer specialist advice to management based on their particular skills and experience The responsibilities of our Board committees are set out within individual committee reports on pages 79-131 The WPP Board is committed to ensuring there is a strong and effective system of corporate governance in place to support the successful execution of the Company’s strategy. WPP ANNUAL REPORT 2025 71 CORPORATE GOVERNANCE

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HOW OUR BOARD ENGAGES WITH STAKEHOLDERS Our stakeholders are central to our strategy and critical to the long-term success of our business. PRINCIPAL DECISIONS The Board oversees our approach to stakeholder engagement as we seek feedback and make decisions for the long-term benefit of WPP. For each matter that comes before the Board for decision, the Board considers the likely consequences of any decision in the long term, identifies stakeholders who may be affected, and carefully considers their interests and any potential impact as part of the decision-making process. THE COMPANY’S STAKEHOLDER GROUPS: SHAREHOLDERS GOVERNMENTS AND REGULATORS CLIENTS, PARTNERS AND SUPPLIERS PEOPLE KEY DECISION €1 BILLION BOND ISSUANCE KEY DECISION ELEVATE28 STRATEGY BACKGROUND The Board regularly reviews the Company’s debt profile, liquidity and opportunities to strengthen the balance sheet. In December 2025, we successfully issued a €1 billion bond, rated ‘BBB’ by S&P and ‘Baa2’ by Moody’s, consistent with an investment-grade rating. BACKGROUND In July we announced that Cindy Rose would step down as a Non-Executive Director and become CEO of the Company in September. Along with our Interim Results in August, the Company also announced that a review of the strategy would be undertaken, which would be led by Cindy. DECISION This decision garnered significant interest and demand, evidenced across a series of well attended investor meetings. The transaction proceeded to generate a total order book exceeding €2.9 billion from a diverse array of institutional investors. This robust oversubscription of 2.9 times underscores investor confidence in WPP’s credit profile and leading market position. DECISION On taking the role, Cindy had a clear thesis about what we need to do differently. In her first six months as CEO, that thesis was tested through detailed analysis and, more importantly, direct conversations with shareholders, clients and feedback from our people. The Board received varied and comprehensive insights throughout the strategy review process. Insights were robustly and representatively informed by stakeholder views in addition to competitor analysis. Feedback from clients was clear and consistent: they value our talent, capabilities and scale, but want WPP to be easier to navigate, genuinely integrated and able to move at the pace modern marketing demands. The Board considered this feedback, alongside wider stakeholder input, in determining the outcome of the strategic review. STAKEHOLDERS CONSIDERED STAKEHOLDERS CONSIDERED OUTCOME The Company intends to use the net proceeds from the offering to fund general corporate purposes, including the refinancing of existing indebtedness as WPP continues its prudent capital allocation and financing strategy. The issuance also pre finances the 2026 maturity, strengthening liquidity and reducing near term refinancing risk. OUTCOME In February 2026 we announced Elevate28, our multi‑year plan to simplify WPP, restore growth, and create a company that is fit for the future and built to win. Monitoring and supporting the progress of execution for Elevate28 is our number one priority for the year ahead. See page 10 for further details. WPP ANNUAL REPORT 2025 72 CORPORATE GOVERNANCE

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OUR APPROACH TO ENGAGEMENT Our stakeholder engagement processes enable our Board to understand what matters to stakeholders most, consider all relevant factors and select the course of action that best delivers long-term value for our stakeholders and protects their interests, reflecting what are referred to as Section 172 factors. As a Jersey incorporated company, WPP is not subject to UK legislation. However, as a matter of good governance and in order to comply with the provisions of the 2024 UK Corporate Governance Code (the 'Code’), the Board considers the matters described in Section 172 of the Companies Act 2006 in its decision-making. Section 172 factors are not only considered at Board level – they are part of our culture and help drive our business. Illustrations of this can be found throughout the Strategic Report. Please see page 87 for details of ongoing preparatory work for the introduction of Provision 29 of the Code ENGAGEMENT IN ACTION DURING 2025 The table below illustrates our direct and indirect Board engagement with various stakeholders, in addition to details on how the Company has engaged with each of these stakeholder groups on an operational level and the outcomes achieved. DIRECT BOARD ENGAGEMENT INDIRECT BOARD ENGAGEMENT OUTCOME OF ENGAGEMENT SHAREHOLDERS Our shareholders provide capital to invest in the business and support the valuation and liquidity of WPP shares. Shareholders benefit from the Board acting in the best interests of the Company and investing for long-term value generation. The Chief Executive Officer and the Chief Financial Officer hosted quarterly results presentations and took questions from investors and analysts. The Chair and Executive Directors met regularly with institutional investors to discuss the business and to respond to any concerns. 2025 SPECIFIC The Chair met with a number of prospective investors as well as existing holders, covering a range of topics, including: the Company’s strategic review, the new CEO and capital allocation policy. The Chair of the Compensation Committee met with some of our largest shareholders to consult on compensation ahead of formulating our Directors’ Compensation Policy proposals in the new year. The new CEO, met several of our largest shareholders as part of her feedback gathering process. The 2025 AGM was live-streamed via a webcast hosted by the Chair. Shareholders were able to watch the presentations and ask questions in advance and during the meeting. Feedback to the Board on investor views, particularly from the Chair of the Board, Chair of the Compensation Committee, Chief Executive Officer and Chief Financial Officer. Monthly reports to the Board detailing investor relations activities, key themes of interest from investors and share register composition and movements. Analyst and broker briefings and reports of meetings with major shareholders. 2025 SPECIFIC The Board received communications from major shareholders, including in respect of voting practices. As a result of our active engagement during the development of our Directors’ Compensation Policy proposals, the feedback received helped inform both the Compensation Committee’s final Compensation Policy proposals and the evolution of the metrics used in the performance-related elements of compensation to ensure both are aligned with our Elevate28 strategy and shareholder interests. Shareholders are being asked to approve an updated Policy at our 2026 AGM. For more detail see page 93. We updated the sustainability KPIs linked to our revolving credit facility during the year, following the Board’s previous agreement to sustainability-linked KPIs in December 2024. How our Board engages WITH STAKEHOLDERS WPP ANNUAL REPORT 2025 73 CORPORATE GOVERNANCE

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DIRECT BOARD ENGAGEMENT INDIRECT BOARD ENGAGEMENT OUTCOME OF ENGAGEMENT GOVERNMENTS AND REGULATORS Governments receive the tax contributions we make to public finances, enabling them to invest in public services. Governments and regulators determine the policy frameworks that affect us and our stakeholders. The Chief Executive Officer met with government representatives and regulators around the world. 2025 SPECIFIC The Chief Executive Officer met with representatives of the UK government and parliament during the first half of the year, to discuss the UK’s 2035 Modern Industrial Strategy, offering views on the role of advertising firms within the creative industries. Reports to the Board and its committees on regulatory changes from the Group Chief Counsel, Group Company Secretary, and external auditor. Received reports from the Chief Privacy Officer, Chief Information Security Officer and Global Data Protection Officer on the changing regulatory landscape with regards to data protection, security and privacy as well as data ethics, cyber security and AI. 2025 SPECIFIC The Audit and Sustainability committees received reports on the likely impact of new ESG regulations including CSRD and will continue to monitor progress towards compliance. We continued to strengthen our understanding of emerging regulatory expectations and ensure our business and clients are prepared, particularly in areas such as AI, data governance and sustainability. CLIENTS, PARTNERS AND SUPPLIERS Our clients come from businesses across every sector. The work we do for clients provides our revenue and helps them to grow their businesses, build relationships with their customers and ready themselves for future success. Our suppliers range from small businesses to the world’s largest technology partners. They provide us with the products and services we need to meet our clients’ needs. Engaged with clients on issues including strategy, changes taking place in our market and understanding the changes taking place in our clients’ and suppliers’ markets. 2025 SPECIFIC Board engagement with key partners and clients, including site meetings in various locations. Held the Board’s Regional Review in Palo Alto, US, providing the opportunity for interactions with industry leaders and key clients and presentations from the local management team. See page 76 for further details Following the 2025 AGM, the Board met with suppliers and external advisors, providing a valuable opportunity to engage with these stakeholder groups and listen to feedback. Received updates on WPP’s client satisfaction scores, as well as deep-dive updates from Global Client Leaders on key clients. WPP’s Modern Slavery Act Statement, available on our website, is reviewed by the Sustainability Committee each year and recommended to the Board for approval. 2025 SPECIFIC The Sustainability Committee received updates on responsible procurement, carbon-strategic supplier engagement, decarbonisation and climate- related risk. Renewed investment in WPP Open, our agentic marketing platform, and increasing engagement and deployment through clients (see page 22) both as WPP Open and through the launches in October 2025 of WPP Open Pro and in January 2026 of Agent Hub. Half of our carbon-strategic suppliers have set science-based carbon reduction targets. In May we relaunched GroupM as WPP Media to offer simpler, more connected media services to our clients. In October we announced a five-year expansion of our partnership with Google. Together, we will develop new production workflows and features exclusive to WPP, helping our clients create customised, effective experiences for their customers ahead of the competition. How our Board engages WITH STAKEHOLDERS WPP ANNUAL REPORT 2025 74 CORPORATE GOVERNANCE

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DIRECT BOARD ENGAGEMENT INDIRECT BOARD ENGAGEMENT OUTCOME OF ENGAGEMENT PEOPLE Our success depends on the talent, skills and expertise of our people, including strong creative, technology and data capabilities. And we want our employees to embrace our mission and culture. In return, our people receive salaries, pension contributions, employee benefits, career development and training. Jasmine Whitbread, our Workforce Engagement Non-Executive Director, attended meetings of the Workforce Advisory Panel (WAP) and updated the Board on matters discussed. 2025 SPECIFIC The Sustainability Committee received an update on activities across 45 locations as employees participated in activities aimed at reducing waste and making a positive contribution to local communities. Communication channels with our people were improved, including the Download - monthly video updates from CEO Cindy Rose - alongside regular global Townhalls. The Board engaged with senior managers during the course of the year. Reports at each Audit Committee meeting were received on issues raised via Right to Speak channels. We continue to invest in programmes to promote inclusion and a culture of belonging. 2025 SPECIFIC Formal reports to the Board from the Chief Executive Officer and Chief People Officer included: – Updates on refreshed mandatory ethics training – Updates on talent, career development and succession planning – In-depth reviews of the people strategy, people risk and workforce engagement – Progress on inclusion initiatives – Results of various employee engagement and culture monitoring surveys undertaken through the year and actions taken to address employee feedback To align management with employees and shareholders, performance reviews and performance-related incentive outcomes for our leaders (including the Executive Directors) continued to be linked to progress on people initiatives in 2025. In 2025 we opened two new campuses - São Paulo Brazil and Sydney Australia - bringing together thousands of people from across WPP agencies into single, state-of-the-art workspaces. We now have 49 campuses globally. We supported colleagues across the world affected by war and natural disasters. CONSIDERING THE LONG TERM We are committed to responsible and sustainable business practices. We use our creativity combined with our global scale to meet sustainability obligations within our own business, our clients’ businesses and across our industry. CONSIDERING THE ENVIRONMENT Several of our Sustainability Committee members are active members of Chapter Zero, an online community that aims to empower non-executive directors to lead crucial UK boardroom discussions on the impacts of climate change. WPP’s Sustainability and Environment policies and TCFD Statement (pages 43-48) are reviewed by the Sustainability Committee each year and recommended to the Board for approval. How our Board engages WITH STAKEHOLDERS WPP ANNUAL REPORT 2025 75 CORPORATE GOVERNANCE

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BOARD ACTIVITIES REGIONAL REVIEW IN PALO ALTO Early in 2025 the Board, in conjunction with key members of the executive team, held a strategy event in Palo Alto, California. The event provided invaluable opportunity for the Board to assess in particular, our technology and AI strategy, as well as our critical strategic partnerships. Throughout this review, the Board and senior management engaged directly with key partners, clients and other vital stakeholders based on the West Coast. These interactions offered first-hand insights into emerging capabilities, market demands and the transformative power of AI in creative industries. The insights gained from these discussions were instrumental in refining our strategic roadmap, ahead of announcing Elevate28 in February 2026. – Approved Annual Report and Accounts, Form 20-F – Approved Preliminary Results – Regional Review in Palo Alto, US See more below – Approved UK Gender Pay Gap Report – WPP was named Creative Company of the Year – WPP acquired InfoSum in a major investment in its AI-driven data offer – Approved Q1 Trading Update – WPP Media launched as fully integrated AI-powered media company – Appointed Cindy Rose as Chief Executive Officer See more on page 80 – Approved Interim Results – Announced a series of strategic global leadership appointments See more on page 18 – WPP successfully issued a €1 billion bond See more on page 72 – Approved Q3 Trading Update – WPP unveiled WPP Open Pro See more on page 22 – WPP announced official opening of its third London campus 2025 TIMELINE OF KEY EVENTS AND ACTIVITIES Q1 Q2 Q3 Q4 A summary of key events and activities throughout the Board’s 2025 calendar is set out below. In addition to overseeing the Company's financial performance and execution of the strategy, the Board is collectively responsible for setting WPP's mission and culture. The Board recognises the importance of considering the perspectives of, and the potential impact on, the Company’s key stakeholders in its discussions. Its responsibilities are discharged through an annual programme of meetings, each of which follows a tailored agenda. A typical Board meeting will comprise updates from the chairs of our Board committees, in addition to reports on operational and financial performance, progress on strategy and operational execution of it, people updates and a deep-dive into a particular agency or key matter of interest. The annual programme maintains an element of flexibility to allow emerging and evolving items to be scheduled as necessary. ANNUAL REPORT & ACCOUNTS 2024 1_IFC_Contents_At_A_Glance_v181.indd 1 27/03/2025 11:06 WPP ANNUAL REPORT 2025 76 CORPORATE GOVERNANCE

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Global media and advertising Audit and risk management Strategy, and M&A FMCG Technology ESGCorporate governance Finance 8 7 4 6 5 9 10 7 Latin AmericaAsia Pacific North AmericaInternationalAfrica and Middle East Europe 7 7 9 10 4 9 COMPOSITION, SUCCESSION AND EVALUATION Board Audit Committee Compensation Committee Nomination and Governance Committee Sustainability Committee Total number of scheduled meetings 6 7 5 4 4 Members Attended Attended Attended Attended Attended Philip Jansen 6 5 4 Cindy Rose – appointed CEO 1 September 20251 6 5(5)   3(3) Joanne Wilson 6 Angela Ahrendts 6 4 4 Simon Dingemans 6 7 Sandrine Dufour 6 7 5 Tom Ilube 6 7 5 3 Keith Weed2 6 1(1) 4 Jasmine Whitbread 6 5 4 Dr. Ya-Qin Zhang 5 3 Former Directors who served for part of the year Mark Read – stepped down from the Board on 1 September 2025 5(5) Andrew Scott – stepped down from the Board on 31 December 2025 6 Number of ad hoc meetings 10 2 10 6 1 The numbers in brackets denote the number of meetings the Directors were eligible to attend 1 Cindy Rose previously served as a Non-Executive Director on the WPP Board and served on the Audit and Nomination Committees until her appointment as CEO on 1 September 2025. She did not attend Nomination and Governance Committee meetings focused on CEO succession once she had been identified as a potential candidate 2 Keith Weed joined the Nomination and Governance Committee on 15 October 2025 BOARD COMPOSITION As at the date of this report, our Board comprised seven independent Non- Executive Directors, the Chair and two Executive Directors. The aim is to ensure that the compositional balance reflects the needs of the Company, with a Board that is culturally diverse and is able to consider matters from a broad perspective, understanding the views of all our stakeholders. Each individual Board member brings a wide range of skills and experience from different business backgrounds to Board deliberations. Further details, including the external appointments held by Board members and their committee membership, can be found on pages 66-68 Further detail on the responsibilities of the Chair and members of the Board can be found on page 71 The chart opposite details those skills and experience of our Board which are identified as being particularly important to the execution and delivery of the Company’s evolving corporate strategy. SKILLS BOARD KNOWLEDGE AREAS BOARD GEOGRAPHICAL EXPERIENCE BOARD ATTENDANCE TABLE: 2025 WPP ANNUAL REPORT 2025 77 CORPORATE GOVERNANCE

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DIVERSITY The Board Diversity Policy reinforces the Board’s ongoing commitment to diversity and aligns with the board diversity principles of the UK Listing Rules and FTSE Women Leaders and Parker reviews on gender and ethnic diversity. For further information on the Board Diversity Policy, in addition to a breakdown of the Board and Executive Committee by gender and ethnicity, see page 83. The Board also has a diverse range of experience by way of expertise, business sector background and length of tenure on the Board. Our Non-Executive Directors demonstrate expertise from a range of industries including tech, marketing, financial services, FMCG and pharma, representative of our customer base. The chart on page 77 illustrates the range of skills across the Board. RE-ELECTION OF DIRECTORS The Chair, Senior Independent Director and Non-Executive Directors are appointed for a three-year term, subject to annual re-election by the shareholders at the AGM. As the Non-Executive Directors do not have service contracts, their unexpired terms respectively are from the date of this report until the 2026 AGM. Although there may be specific exceptions to ensure Board continuity, Non-Executive Directors shall not otherwise stand for re-election after they have served for the period of their independence, as determined by applicable UK and United States standards, which is nine years. See page 66 for details of the Directors standing for re-election at the 2026 AGM The Non-Executive Directors’ letters of appointment are available for inspection at the Company’s registered office. INDUCTION PROGRAMME To ensure that they are able to effectively contribute to discussion and decision- making, all Directors participate in an induction programme on joining the Board. Each induction programme is tailored to the individual Director, based on their personal experience and background, including matters specific to their role as a member of the committees upon which they sit. Each induction programme includes meetings with members of the Executive Committee, senior management and external advisors, including the external auditor and the Company’s corporate brokers. New Directors will also receive a Board induction pack, which is devised to assist with building an understanding of the Company and to introduce the Company’s key stakeholders, as well as explain the commercial and regulatory environment in which the Company operates. Access to key industry bodies and publications is also provided. For further information on the Chief Executive Officer’s appointment in 2025, please see page 80 INDEMNIFICATION OF DIRECTORS Liability insurance and third-party indemnity provisions are in force for the benefit of Directors and officers who held office during the year and up to the approval of the Annual Report. BOARD PERFORMANCE REVIEW Each year, WPP completes a review of the Board and its committees to monitor their effectiveness and identify improvement opportunities. Progress against the outcomes of the 2024 review and details of the 2025 review, conducted by Angela Ahrendts, Senior Independent Director, are set out on page 81. The Senior Independent Director met with the Non-Executive Directors during the year to appraise the performance of the Chair. BOARD TRAINING AND DEVELOPMENT To assist the Board in undertaking its responsibilities, ongoing training is provided to all Directors and training needs are assessed as part of the induction programme and Board performance review process. In 2025, the Board programme included regular presentations from the management teams of our businesses on developments in WPP’s sector and operating environment. During the latter part of the year, members of the senior management team, together with the Board, had the opportunity for in-depth discussions around our Elevate28 strategy. For further information on the process and outcomes of the review, please see page 72. The Group Chief Counsel and the Group Company Secretary provide regular updates on current legal and governance matters relevant to WPP, with external counsel providing briefings on the wider regulatory landscape. The Board activities calendar on page 76 sets out further detail on topics covered during the year The Board is asked to complete a programme of training covering Safer Data, Anti-Fraud, Bribery and Corruption, Responsible AI Use and Sustainability, which is connected to the ethical and business objectives set out in our Code of Conduct. As part of our ongoing commitment to create more open and inclusive workplaces, the Board is also asked to complete a dedicated Company- wide inclusion module, ‘Belonging at WPP’. All Directors have access to the advice and services of the Group Chief Counsel and the Group Company Secretary. The Board also obtains advice from professional advisors, as and when required, and Directors may, as required, obtain external advice at the expense of the Company. TIME COMMITMENT In addition to attending Board and committee meetings, each of the Non- Executive Directors devotes sufficient time to the Company to ensure that their responsibilities are met effectively. When making new appointments, the Board takes into account other demands on Directors’ time. Prior to appointment, significant commitments are disclosed by Directors to the Board. Any additional significant external appointments are not undertaken by any of the Directors without prior approval from the Board. See page 82 for details of the assessment process of each Director’s external appointments COMPOSITION, SUCCESSION AND evaluation WPP ANNUAL REPORT 2025 78 CORPORATE GOVERNANCE

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Committee members* – Philip Jansen (Chair) – Angela Ahrendts DBE – Tom Ilube CBE – Keith Weed CBE The Company Secretary is Secretary to the Committee and attends all meetings. Key responsibilities: – In conjunction with the Board, considering succession planning for Non-Executive Directors, Executive Directors and senior management – Reviewing the composition of the Board including the balance of skills, knowledge and expertise, experience and diversity – Reviewing the Board Diversity Policy and overseeing its implementation, in accordance with the UK Corporate Governance Code – Making recommendations to the Board for the appointment or reappointment of Directors – Considering other significant commitments and interests of prospective and existing Directors in conjunction with the Chair and the Board – Overseeing the Board’s compliance with corporate governance standards and monitoring external governance developments Attendance at Committee meetings during the year can be found on page 77 *  Cindy Rose served as a Committee member until her appointment as CEO on 1 September 2025. Committee meetings focused on CEO succession during the year were not attended by Cindy Rose once she had been identified as a potential candidate NOMINATION AND GOVERNANCE COMMITTEE REPORT DEAR SHAREHOLDER I am pleased to report on the Committee’s 2025 activities. Leadership succession planning and delivery are essential to effective governance. In 2025, the Board oversaw the process to appoint a new Chief Executive Officer after the announcement in June that Mark Read would be stepping down from the position. Russell Reynolds, who were formally appointed to assist with the search, remained independent of the Company and all the Directors, in addition to being a signatory of the voluntary code of conduct for executive search firms. Further information on the appointment search and process can be found on page 80. Following the announcement in July 2025 that Cindy Rose would step down as a Non-Executive Director and become CEO of the Company on 1 September 2025, the Committee reviewed - and continues to review - succession planning across the Board and its committees to support the execution of the Company’s corporate strategy. The 2025 Board performance review, conducted internally by the Senior Independent Director, was another key focus. I am pleased that this review affirmed the continued effective operation of both the Committee and the Board, while also pinpointing specific opportunities for development in 2026. The Committee continued to implement the Board Diversity Policy, in accordance with the UK Corporate Governance Code, and review progress made against the agreed objectives within it, details of which can be found on page 65, alongside gender and ethnicity information. The Board recognises the importance of diversity to good governance and decision-making and we are pleased that, at the time of reporting, we have gender parity on the Board and that three of the most senior roles – CEO, CFO and Senior Independent Director – are held by women, in addition to two members of our Board being from non- white ethnic minority backgrounds. Further details can be found on page 83 The sections that follow provide a more detailed explanation of the work of the Committee undertaken during the year. Philip Jansen Chair of the Nomination and Governance Committee 19 March 2026 Leadership succession planning and delivery are essential to effective governance.” PHILIP JANSEN CHAIR OF THE NOMINATION AND GOVERNANCE COMMITTEE WPP ANNUAL REPORT 2025 79 CORPORATE GOVERNANCE

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Further detail on the key stages of the succession process is outlined below: CHIEF EXECUTIVE OFFICER APPOINTMENT PROCESS Succession planning for all Directors, including the Executive Directors, is considered on an ongoing basis. The Committee also has oversight of succession at Executive Committee and senior management levels to promote effective leadership succession, and ensure that it is fully aligned to the Company’s strategy. After 30 years with the Company, including seven years as CEO, Mark Read stepped down from the Board and as CEO, effective 1 September 2025. The Committee, led by the Chair, oversaw the search for and appointment of a new CEO. The process was thorough and inclusive. An extensive internal and external search was followed by an interview process which gave the Non-Executive Directors the opportunity to meet the shortlisted candidates. We were ready to move quickly due to the robustness of our routine succession planning. The process was underpinned by effective communication and the Chair received support from the Group Company Secretary. Set out below are the steps that culminated in our announcement in July 2025 of the appointment of Cindy Rose as CEO. Cindy was provided with an induction and training programme to give an operational view of WPP and the environment it operates in, tailored to follow her transition from Non-Executive Director to CEO. For further information on Directors’ induction programmes, please see page 78 SEARCH – The CEO role profile was reviewed and agreed against requirements and attributes needed to support the Company’s next strategic phase and Russell Reynolds was instructed to commence a search. A thorough review of potential internal and external candidates was undertaken and the long list of candidate profiles was made available to Committee members and discussed with the Board. Following a review of the extensive candidate list and discussions with Russell Reynolds, the Committee proceeded to establish a shortlist. As with all appointments, ensuring a diverse list of candidates was a key consideration CONSIDER – Members of the Board met with and interviewed the candidates on the shortlist – The Board considered Cindy Rose’s extensive experience of growing large-scale businesses, building enduring client relationships and delivering growth in both enterprise and consumer environments. It was recognised that Cindy has supported the digital transformation of large enterprises around the world, including embracing AI to create new customer experiences, business models and revenue streams IDENTIFY – Cindy Rose was identified as the preferred candidate during a Board session attended by the Non- Executive Directors, with the exclusion of Cindy. Extensive references had been taken and were available to the Committee APPOINT – The Compensation Committee approved the terms and conditions relating to Cindy Rose’s remuneration – The Board unanimously approved the appointment of Cindy Rose, which was announced on 10 July 2025 Announcement Announced that Mark Read would retire from the Board and as CEO Early-stage search Session with Russell Reynolds to discuss process Advanced-stage search Sessions with Russell Reynolds and the Board to discuss shortlisted candidates Approval Board approved the appointment of the new CEO. Announced in July that Cindy Rose would be the new CEO from September Start Cindy Rose stepped into the role of CEO in September Pre-announcement Planning for leadership succession on an ongoing basis as a critical component of effective governance WPP ANNUAL REPORT 2025 80 CORPORATE GOVERNANCE NOMINATION AND GOVERNANCE COMMITTEE REPORT

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2025 BOARD PERFORMANCE REVIEW In line with the Code, the Board undertakes an externally facilitated evaluation every three years, with the next scheduled for 2026. The 2025 evaluation was internally facilitated by the Senior Independent Director and comprised a Board questionnaire and discussions, focused on Board and Committee effectiveness, strategy, and key risks and opportunities for long-term growth and value creation. Progress against prior review outcomes was also assessed. KEY RECOMMENDATIONS FOR 2025 WHAT WE HAVE DONE IN 2025 Strategy: continue to focus on the levers to support the long-term prospects and future growth of the Company including organic and inorganic opportunities in key strategic markets, how the operating model supports the strategy and how to further strengthen and accelerate the Company’s strategic position in AI During the latter part of the year, members of the senior management team, together with the Board, had the opportunity for in-depth discussions around our Elevate28 strategy. The strategy was announced on 26 February 2026 Operational execution: continue to allow for time and robust debate and challenge on the operational execution of strategy and deep dive into component parts to ensure we execute efficiently to drive financial returns The Board received regular updates on progress against strategic priorities and challenged management on execution, pace and accountability for results. Acknowledging this was a transition year, monitoring and supporting the progress of the execution of Elevate28 strategy is a key priority for the year ahead Internal/external insights: seek to have the right balance of internal and external insights to help inform Board decisions and better understand opportunities, business challenges and competitor dynamics. Create opportunities for more formal engagement between the Board and senior management The Board sought to balance internal and external perspectives through in‑depth discussions on component parts of the evolving strategy and direct engagement with senior management, clients, partners and other stakeholders. These interactions, including during the Palo Alto Regional Review, provided first‑hand insights into market dynamics, emerging capabilities and AI developments, informing strategic decision‑making and Elevate28 Succession planning: continue to have in-depth discussions on succession plans for senior leaders including assessment of talent pipeline and leadership development In July 2025, we announced the appointment of Cindy Rose as the Company’s new Chief Executive Officer. Cindy succeeded Mark Read, who stepped down after more than 30 years of service to WPP The Board met and engaged with senior leaders and key talent throughout the year. Board and Committee composition to ensure orderly succession was also considered through the year The Board evaluation confirmed that the Board operated effectively during a year of significant transition and challenging performance, maintaining strong oversight of strategy, risk and succession. Engagement with the new CEO and senior management was constructive, supporting improvements in information quality, challenge and debate. The evaluation highlighted the importance of continued focus on strategy execution, accountability for results, deeper strategic discussions and further strengthening Board skills in priority areas to support long-term value creation. Key areas to progress in 2026 were identified as part of this process: BOARD EFFECTIVENESS LEADERSHIP, TALENT & SUCCESSION PLANNING ENGAGEMENT AND INSIGHTS STRATEGIC DEEP DIVES STRATEGY IN ACTION With active oversight, scrutiny and challenge on the delivery of the new strategy, monitoring execution, business performance initiatives and organisational transformation to ensure objectives are met, financial returns improve, and long-term growth and competitiveness are strengthened Undertaking focused reviews of key strategic areas, including US performance, WPP Media strategy, AI’s evolving impact, organisational culture indicators, cybersecurity resilience, and the development and effective adoption of core internal platforms Continuing to enhance Board effectiveness by optimising the format and content of Board materials, ensuring a sharp focus on strategic priorities and streamlining routine items to maximise time for substantive discussions and robust debate Maintaining close oversight of leadership and talent, assessing the pipeline, supporting development initiatives, and continuing to hold in-depth succession discussions to ensure continuity and readiness for future organisational needs Proactively identifying and integrating more robust external insights to deepen understanding of market opportunities, business challenges, and competitor dynamics. The Board will also continue to ensure greater exposure to key clients and partners to gain first-hand market insights, as well as foster opportunities for both formal and informal engagement with the Executive Committee, senior leaders and wider business WPP ANNUAL REPORT 2025 81 CORPORATE GOVERNANCE NOMINATION AND GOVERNANCE COMMITTEE REPORT

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Agendas for WAP meetings are set by WAP members, views and insights from the various forums are shared directly with the Board, and the Board’s feedback on how the insights have informed decision-making is presented back. Issues raised at the WAP meetings included: engagement with AI and adoption of WPP Open, Company performance, CEO succession, and the Company’s commitment to inclusion. CONFLICTS OF INTEREST In line with their statutory duties, our Directors must: report any changes to their commitments to the Committee; immediately notify the Company of actual or potential conflicts or a change in circumstances relating to an existing authorisation; and complete an annual conflicts questionnaire. Any conflicts or potential conflicts identified are considered and, as appropriate, authorised by the Board in accordance with the Company’s Articles of Association. A Conflicts of Interest Register is also reviewed periodically, which sets out any actual or potential conflict of interest situations which a Director has disclosed to the Board and any practical steps to be taken to avoid conflict situations. When reviewing conflict authorisations, the Board considers any other appointments held by the Director as well as any applicable findings of the Board performance review. During the year, no actual conflicts were identified. The Committee and the Board are satisfied that the external commitments of the Non-Executive Directors, and of the Chair, do not conflict with their duties and commitments as Directors of the Company. TERMS OF REFERENCE The Committee’s terms of reference are reviewed annually by the Committee and adopted by the Board, most recently on 4 February 2026.   A copy of the Committee’s terms of reference is available on the Company’s website at wpp.com/investors/ corporate-governance COMMITTEE REVIEW The performance of the Committee was considered as part of the review process, which concluded that the Committee was operating effectively and continued to successfully ensure Board composition and committee structures were aligned to priorities and governance requirements, to support the Company’s evolving corporate strategy. BOARD AND COMMITTEE CHANGES As already noted, Cindy Rose stepped into the role of CEO on 1 September 2025, with Mark Read stepping down from the Board and as CEO on the same date. In August 2025 it was announced that Andrew Scott had informed the Company that he would retire as Chief Operating Officer and from the Board with effect from 31 December 2025. Cindy stepped down as a member of the Audit Committee and Nomination and Governance Committee on appointment as Chief Executive Officer. In addition, Keith Weed joined the Nomination and Governance Committee on 15 October 2025, as announced in October 2025. All Directors will stand for re-election at the AGM with the support of the Board. SUCCESSION PLANNING Given the maintained size of the Board, the Committee continues to recommend that future appointments should be made on a needs basis. Succession planning is considered on an ongoing basis and the Committee will continue to make appropriate recommendations to the Board as necessary. The Committee, together with the Board, will continue to review succession planning at Executive Committee and senior management levels to promote effective leadership succession, and ensure that it is fully aligned to the Company’s strategy. DIRECTORS’ INDEPENDENCE AND EXTERNAL APPOINTMENTS The Committee assessed the independence of all the Non-Executive Directors pursuant to the Code and concluded that all are considered independent and continue to make independent contributions and effectively challenge management. The assessment covered each Director’s time commitment, with full consideration given to the number of external positions held by the Executive and Non-Executive Directors, including the time commitment required for each. During the assessment, the Committee remained mindful of the Company’s guidance on Directors’ external appointments and applicable shareholder advisory groups’ individual policies on overboarding. The Committee did not identify any instances of overboarding and confirmed that all individual Directors have sufficient time to commit to their appointment as Directors of the Company. The full list of key external appointments held by our Directors can be found on pages 66-68 GOVERNANCE REVIEWS The Committee has responsibility for overseeing the effective governance of the Board and its committees and for making recommendations to the Board to ensure arrangements are consistent with emerging best practice. The Committee reviewed action taken to comply with the Code and other legal, governance and regulatory obligations. See page 65 for further details of the Company’s compliance with the Code WORKFORCE ENGAGEMENT As WPP’s designated Non-Executive Director for the UK Workforce Advisory Panel (WAP), Jasmine Whitbread regularly attends WAP meetings and presents updates on issues discussed at Board meetings as well as engaging with and hearing from our people on a broad range of topics. WPP ANNUAL REPORT 2025 82 CORPORATE GOVERNANCE NOMINATION AND GOVERNANCE COMMITTEE REPORT

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exhibit156-araauditcommi

AUDIT COMMITTEE REPORT DEAR SHAREHOLDER As Chair of the Audit Committee, I am pleased to present this report, which intends to give shareholders a clear overview of the significant items that were considered in 2025 and how these were addressed by the Committee. This included discharging the Committee’s important oversight role to monitor and critically assess the integrity of the Company’s financial reporting and the effectiveness of internal control and risk management systems on which it has reported to the Board. As announced in July 2025, Cindy Rose succeeded Mark Read as Chief Executive Officer of the Company on 1 September 2025. Accordingly, Cindy stepped down as a member of the Audit Committee on appointment as Chief Executive Officer. Following PwC’s first audit of the Company in respect of the 2024 financial year, the Committee reviewed the audit with particular focus, in order to accurately build on joint success factors going into the 2025 financial year and subsequent audit years. Further details on this process are provided in the following pages of this report In 2025, the FRC’s Audit Quality Review Team reviewed PwC’s audit of our 2024 financial statements, with no key findings and good practice observed in certain areas. I engaged with the FRC at both the outset and conclusion to its inspection, to understand the FRC's perspectives and to ensure that PwC had responded appropriately to the findings. Committee members* – Sandrine Dufour (Chair) – Tom Ilube CBE – Simon Dingemans The Company Secretary is Secretary to the Committee and attends all meetings. Regular attendees at the invitation of the Committee include the Chair, Senior Independent Director, Chief Executive Officer, Chief Financial Officer, Group Chief Counsel, Group Financial Controller, General Counsel Corporate Risk, Director of Internal Audit, Director of Treasury and the external auditor. The Board has determined that Sandrine Dufour is the Audit Committee financial expert as defined by the Sarbanes-Oxley Act 2002 and, together with Simon Dingemans, has recent and relevant financial experience for the purposes of the 2024 UK Corporate Governance Code (‘the Code’). The members of the Committee have been determined to be independent within the meaning of the applicable NYSE listing standards and rules of the Securities Exchange Act 1934, as amended. The Committee has, as a whole, competence relevant to the sectors in which the Company operates. Key responsibilities – Monitoring and critically assessing the integrity of financial information provided to shareholders, including the review of significant accounting policies and financial reporting judgements – Overseeing the appointment, remuneration and independence of the external auditor and the effectiveness of the audit process as a whole – Reviewing the integrity, adequacy and effectiveness of the Company’s internal financial controls and the internal control and risk management systems, including the risk management framework and related compliance activities – Monitoring the integrity of the Company’s ESG disclosures and related assurance – Assessing and monitoring the principal and emerging risks facing the Company – Monitoring and reviewing the Company’s internal audit function effectiveness and activities Attendance at Committee meetings during the year can be found on page 77 *  Cindy Rose served as a Committee member until her appointment as CEO on 1 September 2025 The Committee oversaw the continued strengthening of controls and controllership enhancement during 2025.” SANDRINE DUFOUR CHAIR OF THE AUDIT COMMITTEE WPP ANNUAL REPORT 2025 84 CORPORATE GOVERNANCE

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In response to high-profile external cyber events that impacted other organisations in the year, the Committee carefully considered the details of these events and lessons learned in the context of the Company’s protocols and technologies, with the support of the Group’s Security (cyber), Technology Risk & Compliance team and Cybersecurity Council, co-chaired by the CIO and CISO. At each Committee meeting in 2025, the identification and review of emerging risks have been considered by the Committee. Certain meetings of the Committee continue to be partially combined with Sustainability Committee meetings, to ensure effective governance and oversight of key sustainability issues and risks and assurance thereof. This effectively streamlines the committees’ review and assurance processes associated with ESG reporting. The Committee monitored the changing landscape in relation to the regulation of AI, with the Company having established an AI Governance Committee which oversees the application and adoption of, and risks associated with, generative AI across WPP. The Committee also paid careful attention during the year to regulatory developments, including the UK Government’s corporate reporting and audit reform initiatives and preparation for upcoming disclosures relating to the effectiveness of internal controls, in line with Provision 29 of the 2024 Code, with effect from 1 January 2026. Further detail on these preparations is provided on page 87 The Committee oversaw the continued strengthening of controls and controllership enhancement during 2025, as part of a multi-year programme to drive improved control effectiveness across the Group. Further detail is provided on page 87 The annual Board and Committee performance review assessed the performance of the Committee and I am pleased that this concluded that the Committee operates effectively. The Board takes reassurance from the quality of the Committee’s work and is satisfied that the Committee members bring a wide range and depth of financial and commercial experience and, in addition to those members designated to have recent and relevant financial experience for the purposes of the 2024 Code, Tom Ilube brings extensive subject matter and process expertise including on emerging technologies, IT transformation and cyber security, to the Committee’s membership. I also met privately with the lead audit partner for PwC, in addition to the Director of Internal Audit, to provide opportunities to discuss potential issues and as part of the assessment of their effectiveness. The sections that follow provide a more detailed explanation of the Committee’s work in 2025. Sandrine Dufour Chair of the Audit Committee 19 March 2026 Key considerations in 2025 included: – Continuing to provide oversight of the financial reporting process and integrity of the financial statements – Overseeing the rebasing of guidance around the financial outlook for 2025 – Reviewing the external audit in respect of the 2024 financial year to accurately build on positive factors and identify opportunities to enhance the audit process in the 2025 financial year – Monitoring the role, performance and outcomes of the Risk and Controls Group against its objectives, including for the continuous improvement of the control environment – Considering external cyber events in the context of the Company’s protocols and technologies – Considering the identification and review of emerging risks – Overseeing the integrity of the Company’s ESG disclosures – Ongoing monitoring of the business integrity programme, including oversight of whistleblower reports – Monitoring progress against the internal audit plan and reviewing the effectiveness of the internal audit function – Overseeing ongoing preparatory work for the implementation of the 2024 Code in relation to Provision 29 Other reviews undertaken in 2025 included: – Deep dive reports on Internal Controls effectiveness and controllership enhancement plans – Reports on any actual or potential legal proceedings and claims – Treasury policy, performance and risk management – Group tax strategy, performance and drivers of the Group effective tax rate – Reports on data protection and data privacy – Assessment of fraud risk Audit committee Report WPP ANNUAL REPORT 2025 85 CORPORATE GOVERNANCE

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INTERNAL AUDIT The internal audit team, which reports functionally to the Audit Committee, provides independent assurance over the Company’s risk management and internal controls processes via internal audits and the testing programme for the Sarbanes- Oxley Act. The internal audit team has unrestricted access to all Group documentation, premises, functions and employees to enable it to perform its work. The Committee Chair met regularly with the Director of Internal Audit during the year without executive management present to discuss risk matters and the nature of internal audit findings in more depth. The Director of Internal Audit formally reports to each Committee meeting on the key internal audit findings, together with the status of management’s implementation of recommendations. At least once a year this includes key themes from internal audit’s work. This year, those themes included issues relating to policy and regulatory compliance. Significant issues identified were discussed in detail by the Committee along with the remediation plans to resolve them. The annual internal audit plan includes assurance over the key projects and initiatives, key business risks and operating companies. It was approved by the Committee and progress against the plan was monitored throughout the year with any changes to the plan noted and approved by the Committee. The internal audit team continues to successfully deliver through a hybrid model of remote auditing supported by international travel where appropriate. The Committee assesses and evaluates the work of internal audit on a regular basis and monitors the resourcing and experience within the team. We are satisfied that the scope, extent and effectiveness of internal audit work is appropriate for the Group. FINANCIAL REPORTING The Committee is responsible for reviewing the quarterly, half yearly and annual financial results, including the Annual Report, with management, focusing on the integrity of the financial reporting process, compliance with relevant legal and financial reporting standards and application of accounting policies and judgements. During the year, the Committee considered management’s application of key accounting policies, compliance with disclosure requirements and relevant information presented on significant matters of judgement to ensure the adequacy, clarity and completeness of half yearly and annual financial results announcements. The Committee undertook a detailed review before recommending to the Board that the Company continues to adopt the going concern basis in preparing the annual financial statements. The Committee also reviewed various materials to support the statements in the Annual Report on risk management and internal control and the assessment of the Company’s long-term viability. See page 54 for more details FAIR, BALANCED AND UNDERSTANDABLE To support the Board’s confirmation that the Annual Report and Accounts, taken as a whole, is considered to be fair, balanced and understandable, and provides the information necessary for shareholders to assess the Company’s position, performance, business model and strategy, the Committee oversaw the process by which the Annual Report and Accounts was prepared. The Committee received a summary of the approach taken by management in the preparation of the Annual Report and Accounts to ensure that it met the requirements of the Code, and considered in particular: the accuracy, integrity and consistency of the messages conveyed in the Annual Report; the appropriateness of the level of detail in the narrative reporting; and that a balance had been sought between describing potential challenges and opportunities. The Committee therefore recommended to the Board (which the Board subsequently approved) that, taken as a whole, the 2025 Annual Report and Accounts is fair, balanced and understandable and provides the necessary information for shareholders to assess the Company’s position and performance, business model and strategy. Audit committee Report WPP ANNUAL REPORT 2025 86 CORPORATE GOVERNANCE

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The Committee reviewed the assessment of internal control deficiencies reported by management and PwC in 2025, the prioritisation of remediation, management’s and PwC’s evaluation of the deficiencies that were reported and management’s progress during 2025 in remediating outstanding deficiencies. The Committee had a particular focus on the controls for the Critical Accounting Judgements and Estimates on page 90, IT general controls and key business process compensating controls. Management evaluated all internal control deficiencies identified throughout the Group both individually and in the aggregate, and concluded that the Group’s ICFR was effective as at 31 December 2025 and reported these conclusions to the Committee. The Committee assessed and challenged management’s evaluation, and believes that management’s evaluation is appropriate. Alongside the ongoing ERP deployment and finance shared service optimisation programmes, management continued its focus on controls enhancement through its Controllership Enhancement Plan. Focus areas for the Controllership Enhancement Plan in 2025 included controls culture, control framework and policy rationalisation, “deep dive” balance sheet reviews, training and capabilities. Management set clear control enhancement objectives for 2025 as part of its ongoing and continued development of the Group’s controls culture. The Committee reviewed management’s objectives for this programme and noted management’s progress against its control enhancement objectives through the course of the year. RISK MANAGEMENT AND INTERNAL CONTROLS The Board has overall responsibility for setting the Company’s risk appetite and for ensuring there is effective risk management. The Committee supports the Board in the management of risk and, in 2025, was responsible for monitoring and reviewing the effectiveness of the Company’s approach to risk management and the internal control framework. Under the overall supervision of the Committee, the WPP Risk Committee, an executive committee which reports into the Audit Committee and is supported by risk committees in each agency, identifies and assesses emerging and principal risks and oversees and manages day-to-day risk in the business. To support the risk committees, there are two sub-committees to focus on the detail of risks relating to data privacy, security and ethics and to controls at both WPP and agency levels, and three sub-committees to focus on procurement, treasury and tax risks at WPP level. The General Counsel, Corporate Risk provides regular updates to the Committee on risk matters including emerging risks, adherence to the Company’s business integrity programme (including mitigating and remediation actions) and the monitoring and evolution of the Company’s four risk modules: governance, culture, appetite and management. An overview of how our risks are assessed and managed and how these were reviewed to assess the Company’s viability can be found on pages 50-54, together with an assessment of the principal risks and uncertainties facing the Company on pages 55-62. In fulfilling its responsibilities, the Committee received reports from the Risk and Controls Group throughout 2025 to enable evaluation of the control environment and risk management framework. Any necessary matters are highlighted in the Audit Committee Chair’s update to Directors at the relevant Board meeting and discussed by the Board. In January 2024, the FRC announced the publication of the 2024 Code. The Committee, together with the WPP Risk Committee, will oversee and make recommendations to the Board in relation to the changes to Provision 29. The changes will require the Board to make a disclosure relating to the effectiveness of internal controls including a declaration in relation to material internal controls as at year-end, with effect from 1 January 2026. During the year, the Committee oversaw ongoing preparatory work for the implementation of the 2024 Code in relation to Provision 29. This included a re-assessment of those risks to the Company that the Committee feels are within the scope of Provision 29 and defining the characteristics for identifying material controls. Updates on the assurance outcomes performed throughout 2026 will be provided to the Committee together with adjustments to the control environment as required. INTERNAL CONTROLS OVER FINANCIAL REPORTING The Committee carried out in-depth reviews of the Group’s internal controls over financial reporting (ICFR), with a focus on monitoring the design and operating effectiveness of the Group’s ICFR framework and compliance with Section 404 of the Sarbanes-Oxley Act. During 2025, the Committee monitored the effectiveness of the internal financial controls and internal control system of the Group. This primarily consisted of reviewing assurance reports from internal audit and reports from the Risk and Controls Group on the effectiveness of internal controls and being provided frequent updates of the status of, and reviewing the conclusions of, management’s assessment of ICFR. Management’s evaluation of ICFR focuses on its assessment of the effectiveness of key financial controls, which include: financial reporting controls; IT access controls; journal controls; reconciliations; management review controls, including business performance review controls; and segregation of duties controls. Management’s assessment was based on the internal audit testing plan reviewed by the Committee in early 2025, which used the criteria for effective internal control reflected in the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Audit committee Report WPP ANNUAL REPORT 2025 87 CORPORATE GOVERNANCE

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EFFECTIVENESS AND INDEPENDENCE OF THE EXTERNAL AUDITOR The Committee is determined to ensure that the Company receives an effective external audit. In 2025, the Committee evaluated the performance of the external audit through its ongoing review of the external audit process. Due to the 2025 financial year being PwC’s second audit of the Company, the Committee approached the evaluation with particular consideration to accurately build on joint success factors and identify any opportunities to enhance the process in the second and subsequent audit years, considering feedback through discussions with Committee members, key members of the Company’s finance and IT teams and PwC, which included overall management of the recent audit transition. BUSINESS INTEGRITY During the year, the Committee reviewed the adherence to, and evolution of, the business integrity programme. The Company has established procedures by which all employees may, in confidence (and, if they wish, anonymously) report any concerns and more information on this can be found on page 52. The Committee received regular updates throughout 2025 on the Company’s systems and controls for ethical behaviour, which included matters reported on the Company’s Right to Speak helpline and investigations and actions undertaken in response. The Committee received regular reports on the total number and nature of reports from whistleblowers and investigations by region and by agency both for substantiated and unsubstantiated cases. During the year, the Committee was satisfied that the Company’s whistleblower and investigations protocols, and the Right to Speak helpline arrangements, are effective and facilitate the proportionate and independent investigation of reported matters and allow appropriate follow-up action. TERMS OF REFERENCE The Committee’s terms of reference are reviewed annually by the Committee and adopted by the Board, most recently on 13 March 2026.   A copy of the Committee’s terms of reference is available on the Company’s website at wpp.com/investors/ corporate-governance FRC MINIMUM STANDARD The Company was compliant during the financial year with the FRC’s External Audit: Minimum Standard, as issued in May 2023. See page 89 for details of the Company’s Non-Audit Services Policy EXTERNAL AUDITOR The Committee has primary responsibility for overseeing the relationship with the external auditor, including assessing its performance, effectiveness and independence annually prior to making a recommendation to the Board in respect of its reappointment or removal. As reported previously, shareholders approved the appointment of PwC as the Company’s independent auditor at the 2024 AGM, following the conclusion of a competitive audit contract tender in 2021. The Company’s 2025 financial year is therefore their second year as auditor. The Company has complied with the Competition and Markets Authority’s Statutory Audit Services Order 2014 for the financial year under review in respect to audit tendering and the provision of non-audit services, with Giles Hannam holding the role of lead audit partner for PwC since the 2024 audit. APPOINTMENT OF EXTERNAL AUDITOR AT ANNUAL GENERAL MEETING The Committee has recommended to the Board, and the Board has approved, that PwC should be reappointed as auditor. Resolutions will be put to the 2026 AGM proposing the reappointment of PwC and to authorise the Audit Committee to determine the auditor’s remuneration. PwC’s lead audit partner will make himself available at the AGM to answer shareholder questions on the audit process. Audit committee Report WPP ANNUAL REPORT 2025 88 CORPORATE GOVERNANCE

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There were no material non-audit services provided by PwC during 2025. The lead audit partner brought to the Committee’s attention during the year that PwC had been involved in a prohibited service in 2025, the details of which are set out in the Independent Auditor’s Report on pages 173-178. The Committee agreed that this activity did not impact the independence of PwC for the purposes of the audit. Based on the Committee’s review of the services provided by PwC and discussion with the lead audit partner, the Committee concluded that neither the nature nor the scale of the non-audit services gave any concerns regarding the objectivity or independence of PwC. The Committee considered the level of all non-audit services incurred as part of its annual review of PwC’s independence set out above and was satisfied that the auditor continued to exercise objectivity and remain independent throughout the year. The Committee also considered: – A report from PwC confirming it maintains appropriate internal safeguards in line with applicable professional standards to remain independent – The FRC’s Audit Quality Review’s 2024/25 Audit Quality Inspection and Supervision Report on PwC and the actions taken by PwC to address the findings in that report. During 2025, the Audit Quality Review Team (AQRT) of the FRC conducted a review of PwC’s audit of the Group for the year ended 31 December 2024. In February 2026, the AQRT provided its final report and the Committee Chair subsequently discussed the findings with the lead audit partner. The FRC review identified no key findings and highlighted good practice was observed in certain areas. The review provided a recommendation for limited improvement in one area and PwC has reported to the Committee how this recommendation has been incorporated into the current year’s audit. PwC attended all Committee meetings in 2025, met the Committee without executive management present and the Committee Chair regularly meets independently with the audit partners. Overall, the Committee concluded that: – It continues to be satisfied with the performance of the external auditor and with the policies and procedures in place to maintain its objectivity and independence – PwC possesses the skills, experience and resources required to fulfil its duties, and there was constructive challenge and appropriate scepticism where necessary, including continuing to challenge management’s assumptions relevant to critical accounting judgements, such as the goodwill impairment assessments of Ogilvy and AKQA, in addition to other areas detailed on page 90 – The audit for the year ended 31 December 2025 was effective NON-AUDIT SERVICES In line with the Company’s Non-Audit Services Policy, the Committee ensures that auditor objectivity and independence are safeguarded by reviewing and pre-approving the external auditor’s provision of certain non-audit services (including audit-related and other assurance services). The Committee is mindful of the 70% non-audit services fee cap in determining whether to pre-approve such services. 2024 2023 248 2 50 4240 2 492025 Audit fees Non-audit fees Total fee 47 AUDIT/NON-AUDIT FEES (£M) All fees are summarised periodically for the Committee to assess the aggregate value of non-audit fees against audit fees. During the year, PwC received £47 million in fees for work relating to the audit services it provides to the Company. Non-audit related work undertaken by external auditors amounted to fees of £2 million this year, which equated to 4% of the total audit fees paid. See page 148 for further details. Audit committee Report WPP ANNUAL REPORT 2025 89 CORPORATE GOVERNANCE

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FINANCIAL REPORTING CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATES The following critical accounting judgements and estimates in relation to the financial statements were assessed by the Committee and discussed with management and the external auditor, PwC: AREA OF FOCUS CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATES ACTIONS TAKEN/CONCLUSION Goodwill impairments Estimates and judgements in relation to goodwill impairment testing The Committee assessed the appropriateness of the key assumptions used by management in its annual goodwill impairment assessments of Ogilvy and AKQA, with a particular focus on forecast revenue less pass-through costs and operating margins, post-tax discount rates and long-term growth rates. The Committee also assessed the approach taken by management to other cash generating units. The Committee was satisfied that the assumptions and resulting impairment charges were reasonable and that the associated disclosures are appropriate (see Note 11). OTHER AREAS Headline profit Judgements relating to headline profit measures The Committee considered the judgement applied by management in calculating headline profit, in order to present an alternative measure of performance by excluding items which are considered to be large, unusual and non-recurring which are otherwise included in profit measures determined under IFRS. The Committee was satisfied that the exclusion of the relevant amounts from headline profit measures was reasonable and consistent with the company’s historical practice, and that the associated disclosures are appropriate, and balanced alongside IFRS profit measures (see pages 180-183). Taxation The estimates and judgements made in respect of deferred tax assets and uncertain tax position liabilities The Committee considered the key judgements made by management, including relevant third-party professional advice that may have been received. The Committee considers the level of recognised deferred tax assets and uncertain tax position liabilities to be reasonable and that the associated disclosures are appropriate (see Note 7). Provisions The estimates and judgements made in respect of provisions for certain ongoing legal proceedings and claims The Committee considered the key judgements made by management in respect of certain ongoing legal proceedings and claims including professional advice that may have been received. The Committee considers the level of provisions recognised to be reasonable and that the associated disclosures are appropriate (see Note 20). Revenue recognition Judgements and estimates in respect of the measurement and recognition of variable consideration, and the determination of principal or agent in certain revenue arrangements The Committee considered the reasonableness of the key judgements and estimates applied by management in recording certain elements of the Group’s revenue, in particular in relation to the measurement and recognition of revenue from arrangements that include significant variable or rebate related consideration, and the determination of whether the Group was principal or agent in certain revenue arrangements. The Committee was satisfied the measurement and recognition of revenue in respect of these arrangements was appropriate. Going concern The going concern assessment and viability statement The Committee reviewed and assessed the scenarios modelled by management, including management’s downside and stress-testing scenarios, taking account of declines in revenue less pass-through costs compared to 2025. The Committee concurs with the conclusions from management’s going concern and viability statement assessments, and that the associated disclosures on page 54 are appropriate. Audit committee Report WPP ANNUAL REPORT 2025 90 CORPORATE GOVERNANCE

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exhibit157-arashareholde

SHARE CAPITAL AND CONTROL Details of our issued share capital and the number of shares held in Treasury as at 31 December 2025 can be found in note 26 to the financial statements. Our ordinary shares are listed on the London Stock Exchange (LSE) and are also quoted on the New York Stock Exchange (NYSE) in the form of American Depositary Receipts (ADRs). The rights and obligations relating to the ordinary share capital are outlined in the Articles of Association; there are no restrictions on transfer, no restrictions on voting rights and no securities carry special voting rights with regard to control of the Company. At the AGM on 23 May 2025, shareholders passed resolutions authorising the Company, in accordance with its Articles, to allot shares up to a maximum nominal amount of £35,960,078 of which £5,394,011 could be allotted for cash free of statutory pre-emption rights. In the year under review no shares were issued for cash free from pre-emption rights. Details of share capital movements are given in note 24 of the financial statements on page 170. AUTHORITY FOR PURCHASE OF OWN SHARES At the AGM on 23 May 2025 shareholders passed a special resolution authorising the Company, in accordance with its Articles of Association, to purchase up to 107,880,235 of its own shares in the market. In the year under review, no ordinary shares were purchased. MAJOR SHAREHOLDERS The table below shows the holdings of major shareholders in the Company’s issued ordinary share capital in accordance with the Disclosure Guidance and Transparency Rules (DTRs) notified to the Company as at 31 December 2025 and 12 March 2026. Information provided to the Company under the DTRs is publicly available via the regulatory information services and on the Company’s website. At 31 December 20251 % At 12 March 20261 % BlackRock Inc 9.93 9.84 FIL Limited 8.92 8.92 Mondrian Investment Partners Limited 5.63 5.63 RWC Asset Management LLP 5.25 5.25 Schroders Plc 5.07 5.07 Hotchkis & Wiley Capital Management, LLC –2 5.04 Silchester International Investors LLP 5.03 5.03 Notes 1 Percentage as at date of notification 2 The Company had not been notified of any interests in the issued ordinary capital of the Company in excess of 5.0% SHAREHOLDERS AS AT 31 DECEMBER 2025 Holding of shares Number of holders % Owners Shareholdings % Outstanding Up to 1,000 4,549 76 973,447 0.09 1,001 to 5,000 707 12 1,595,800 0.15 5,001 to 100,000 435 7 10,999,382 1.02 100,001 to 1,000,000 159 3 55,734,129 5.17 Over 1,000,000 95 2 1,009,499,600 93.57 SHAREHOLDER INFORMATION Shareholders by geography % Shareholders by type % UK 28.6 Institutional investors 95.4 United States 50.5 Our people 0.5 Rest of World 20.9 Other individuals 4.1 Total 100 Total 100 ADDITIONAL INFORMATION WPP ANNUAL REPORT 2025 184

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SHARE PRICE The closing price of the shares at 31 December was as follows: At 12 March 2026 2025 2024 2023 2022 2021 Ordinary 10p shares 235.20p 337.50p 827.4p 753.0p 820.2p 1,119.5p Share price information is also available online at wpp.com/investors/share-price SHARE BUYBACK PROGRAMME The Board has been authorised to purchase ordinary shares in the capital of the Company under Article 12 of the Company’s Articles of Association. The power under Article 12 and the authority for the Company to make purchases of its own shares are subject to the requirements of the Companies (Jersey) Law 1991 and to shareholder authorities which are sought on an annual basis at our Annual General Meeting (AGM). Any shares purchased by the Company may be cancelled, held as Treasury shares or used for satisfying share options and grants under the Company’s employee share plans. DIVIDENDS Subject to shareholder approval at the 2026 AGM, the final dividend for 2025 will become due and payable on 3 July 2026 to all holders of ordinary shares on the Register of Members at the close of business on 5 June 2026. The table below sets out the dividend per share ordinary shareholders have received for the last five years. 2025 2024 2023 2022 2021 Interim dividend per ordinary share 7.50p 15.00p 15.00p 15.00p 12.50p Final dividend per ordinary share 7.50p 24.40p 24.40p 24.40p 18.70p Total 15.0p 39.40p 39.40p 39.40p 31.20p AMERICAN DEPOSITARY RECEIPTS (ADRS) Each ADR represents five ordinary shares. WPP plc is subject to the informational requirements of the US securities laws applicable to foreign companies and files an annual report on Form 20-F and other information with the US Securities and Exchange Commission. These documents are available at the Commission’s website, sec.gov. ADR DIVIDENDS ADR holders are eligible for all stock dividends or other entitlements accruing on the underlying WPP plc shares and receive all cash dividends in US dollars. These are normally paid twice a year. Dividend cheques are mailed directly to the ADR holder on the payment date if ADRs are registered with WPP’s US depositary. Dividends on ADRs that are registered with brokers are sent to the brokers, who forward them to ADR holders. WPP’s US depositary is Citibank N.A. (address on page 186). Dividends per ADR in respect of each financial year are set out below. 2025 2024 2023 2022 2021 In £ sterling Interim 37.50p 75.00p 75.00p 75.00p 62.50p Final 37.50p 122.00p 122.00p 122.00p 93.50p Total 75.00p 197.00p 197.00p 197.00p 156.00p In US dollars1 Interim 49.44¢ 95.89¢ 93.29¢ 92.72¢ 85.98¢ Final 49.44¢ 155.98¢ 151.74¢ 150.83¢ 128.63¢ Total 98.88¢ 251.87¢ 245.03¢ 243.55¢ 214.61¢ Note 1 These figures have been translated for convenience purposes only, using the approximate average rate for the year of US$1.3185 (2024: US$1.2785, 2023: US$1.2438, 2022: US$1.2363). This conversion should not be construed as a representation that the pound sterling amounts actually represent, or could be converted into, US dollars at the rates indicated Dollar amounts paid to ADR holders depend on the sterling/dollar exchange rate at the time of payment. No withholding tax is imposed on dividends paid to ADR holders. The dividends received will be subject to US taxation. WPP ANNUAL REPORT 2025 185SHAREHOLDER INFORMATION ADDITIONAL INFORMATION

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LISTING RULES For the purposes of UK Listing Rule (UKLR) 6.6.4R, the information required to be disclosed by that section can be found in the following locations: Section Applicable sub-paragraph within UKLR 6.6.4R Location 11 Shareholder waiver of dividend Directors’ compensation report pages 93-131 12 Shareholder waiver of future dividends Directors’ compensation report pages 93-131 Note The above table sets out only those sections of UKLR 6.6.4R which are relevant. The remaining sections of UKLR 6.6.4R are not applicable ARTICLES OF ASSOCIATION There are no restrictions on amending the Articles of Association of the Company (Articles) other than the requirement to pass a special resolution of the shareholders at a general meeting. Subject to applicable law and the Company’s Articles, the Directors may exercise all powers of the Company. The Articles are available on the Company’s website at wpp.com/investors/corporate-governance SHAREHOLDER INFORMATION 2026 FINANCIAL CALENDAR Ordinary dividend timetable Final Interim Ordinary ex-dividend date 4 June 2026 8 October 2026 Dividend record date 5 June 2026 9 October 2026 Dividend payment date 3 July 2026 2 November 2026 Other key dates: 2025 preliminary results 26 February 2026 First quarter trading update 28 April 2026 Annual General Meeting 8 May 2026 2026 interim results August 2026 Third quarter trading update October 2026 RESULTS ANNOUNCEMENTS Results announcements are issued to the London Stock Exchange and are available on its news service. They are also sent to the US Securities and Exchange Commission and the NYSE, issued to the media and made available on our website. SHAREHOLDER COMMUNICATIONS A growing number of our shareholders have opted to receive communications from us electronically. The use of electronic communications, rather than printed paper documents, means information about the Company can be accessed through emails or the Company’s website, thus reducing our impact on the environment. Shareholders who have elected for electronic communication will be sent an email alert containing a link to the relevant documents. We encourage all our shareholders to sign up for this service. You can register for this service at investorcentre.co.uk/je or by contacting Computershare using the telephone number provided below. WPP’s public website, wpp.com, provides current and historical financial information, news releases, trading reports and share price information. Go to wpp.com/investors PAYMENT OF DIVIDENDS We are only able to pay cash dividends in to your nominated bank account. To update your payment details please go to investorcentre.co.uk/je or contact Computershare at the details below. SHAREHOLDERS’ REGISTER The ordinary shareholders’ register is kept at the offices of the Company’s registrar in Jersey and is available for inspection on request. The address of the registrar is 13 Castle Street, St Helier, Jersey JE1 1ES. ACCESS NUMBERS/TICKER SYMBOLS NYSE Reuters Bloomberg Ordinary shares – WPP.L WPP LN American Depositary Shares WPP WPP.N WPP US SHAREHOLDER CONTACTS ORDINARY SHARES For any queries regarding your shareholding, please contact Computershare: By telephone: +44 (0)370 707 1411 Lines are open from Monday to Friday, 8.30am to 5.30pm UK time, excluding public holidays. Using the contact form on the website: investorcentre.co.uk/je/contactus In writing: Computershare Investor Services (Jersey) Limited, 13 Castle Street, St Helier, Jersey, JE1 1ES AMERICAN DEPOSITARY RECEIPTS (ADRS) OFFICE For any queries regarding WPP ADRs, please contact Citibank Shareholder Services (Citibank): By telephone: +1 877 248 4237 Opening hours are Monday to Friday, 8.30am to 6pm US Eastern Standard Time. Please call +1 781 575 4555 if calling from outside of the US. By email: citibank@shareholders-online.com In writing: Citibank N.A., PO Box 43077, Providence, RI 02940–3077, USA REGISTERED OFFICE WPP plc 22 Grenville Street St Helier Jersey JE4 8PX Telephone: +44 (0)20 7282 4600 Registered number: 111714 Website: wpp.com TAXATION INFORMATION As this is a complex area investors should consult their own tax advisor regarding the US federal, state and local, the UK and other tax consequences of owning and disposing of shares and ADSs in their particular circumstances. DIVIDENDS RECEIVED UK resident individuals receive a Dividend Allowance in the form of a 0% tax rate on the first £500 of dividend income received. For UK tax years ended 5 April 2025 and ending 5 April 2026, dividends received by UK resident individuals which are over the Dividend Allowance are taxed at a rate of 8.75% for individuals in the basic rate band, at 33.75% for higher rate tax payers and at 39.35% for additional rate tax payers (individuals with income over £125,140 in the tax year). For the tax year that starts on 6 April 2026 and ends on 5 April 2027 dividends received by UK resident individuals which are over the Dividend Allowance will be taxed at a rate of 10.75% for individuals in the basic rate band, at 35.75% for higher rate tax payers and at 39.35% for additional rate tax payers. CAPITAL GAINS TAX The market value of an ordinary share at 31 March 1982 was 39p. Since that date rights issues have occurred in September 1986, August 1987 and April 1993. For capital gains tax purposes the acquisition cost of ordinary shares is adjusted to take account of such rights issues. Since any adjustments will depend on individual circumstances, shareholders are advised to consult their professional advisors. CAPITAL GAINS As liability to capital gains tax on a disposal of WPP shares will depend on individual circumstances, shareholders are advised to consult their professional advisors. WPP ANNUAL REPORT 2025 186SHAREHOLDER INFORMATION ADDITIONAL INFORMATION

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exhibit158-aracompensati

COMPENSATION COMMITTEE REPORT It is critical that WPP can compete for global talent in the highly competitive technology and media sectors, as we navigate fundamental industry changes and secure a successful future for WPP.” JASMINE WHITBREAD CHAIR OF THE COMPENSATION COMMITTEE DEAR SHAREHOLDER On behalf of the WPP Board, I am pleased to present the Compensation Committee report for the financial year ended 31 December 2025. In this report, I include my introductory letter which summarises the main changes proposed to the Directors’ Compensation Policy, an ‘At a glance’ summary of compensation, the proposed updated Directors’ Compensation Policy (‘the Policy’) for shareholders’ consideration and the Annual Report on Compensation setting out the implementation of the existing Policy in 2025. The report also sets out the proposed implementation for 2026. ELEVATE28 – A NEW ERA FOR WPP 2025 was a year of significant change for our organisation and industry. In July 2025, the Board was delighted to announce the appointment of Cindy Rose OBE as our new CEO. Cindy has extensive experience as a leader in the technology, media, entertainment and creative industries gained at world-leading brands, most recently at Microsoft. She brings deep knowledge of technology and AI and its transformational impact on business, successfully running large global organisations with talent at their core. Under Cindy’s leadership, a refreshed executive team has been working at pace to set the foundations to secure a successful future for WPP, our people, our clients, and our shareholders. On 26 February we announced Elevate28, our comprehensive strategic plan to return the business to growth and drive long-term shareholder value. WPP will radically simplify its business to deliver fully integrated, AI-enabled solutions through four core units: WPP Media, WPP Production, WPP Enterprise Solutions and WPP Creative across four regions (North America, Latin America, EMEA and APAC). As detailed earlier in the Annual Report, the core priorities of the Elevate28 strategy are: A focus on client growth – our new go-to-market strategy leads with media and data, builds a unified next-gen content engine (WPP Creative and WPP Production), and will scale Enterprise Solutions - all in service of driving growth for our clients. Unifying the business – we are becoming a single operating Company comprising four operating units across four regions with a strengthened performance culture. Unlocking the advantage of WPP Open – we will connect our four operating units through WPP Open our pioneering agentic marketing platform. Creating firm foundations for the future – we will unlock £500 million in annualised gross cost savings by 2028 through structural simplification. We will maintain an investment-grade balance sheet, prioritising organic investment in high-growth areas. We will also take portfolio actions to reduce leverage and maintain our dividend at the 2025 level. We have already seen early signs of positive momentum under Cindy’s leadership with a number of major new client wins and retentions, including with the UK government and expansion and consolidation of major key global accounts (including with Reckitt, Henkel, Kenvue and SC Johnson). Committee members – Jasmine Whitbread (Chair) – Sandrine Dufour – Tom Ilube CBE – Philip Jansen Attendees Regular attendees also include the Chief Executive Officer, the Chief Financial Officer, the Chief People Officer, the Global Reward Director and the Committee external advisors. The Chief Executive Officer, Chief Financial Officer and Chief People Officer are not present when matters relating to their own compensation or contracts are discussed and decided. The Company Secretary is Secretary to the Committee and attends all meetings. Key responsibilities – Setting the Compensation Policy and the terms and conditions for the Chair of the Board, Executive Committee and Company Secretary – Designing and monitoring incentive arrangements including setting targets and assessing performance – Maintaining an active dialogue with shareholders and ensuring WPP practice aligns with corporate governance standards Learn more at wpp.com/about/ corporate‑governance WPP ANNUAL REPORT 2025 93 CORPORATE GOVERNANCE

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2026 DIRECTORS’ COMPENSATION POLICY REVIEW The normal three-year Compensation Policy review cycle coincided with our change of CEO, our Elevate28 strategy launch and a new operating structure. No material changes have been made to the Policy since 2020, notwithstanding an unprecedented pace of change in our industry, including significant consolidation and an intense war for talent. The Committee is acutely conscious that as a people-led business it is critical that we are well positioned to compete for high-demand media, creative, digital and technology skills in a competitive market. Reviewing our approach to pay was one of the factors discussed with the CEO during the recruitment process, to ensure that the framework is structured to set the leadership team up for success. In undertaking the comprehensive review of our Policy, it was evident that our current executive compensation framework is not aligned with our direct sector peers and key talent markets, as well as pay practices across the organisation. The Committee determined that there was a clear business need to address this and make changes to our Policy to ensure it supports the critical next phase for WPP. As part of the review, we consulted extensively over two consultation periods with 15 of our largest shareholders, representing c.81% of share ownership, and proxy agencies. The majority of shareholders understood the challenges that we face as a global technology and media sector business in a highly competitive market and were supportive of the proposed changes, albeit some changes were made in finalising our proposal to reflect feedback received. An overview of the context against which the Committee reviewed the Policy is set out below, as well as changes proposed to both the Policy and our performance measurement framework. CONTEXT FOR THE POLICY REVIEW 1. WPP IS A LARGE, HIGHLY COMPLEX BUSINESS WITH A SIGNIFICANT US FOCUS IN TERMS OF LEADERSHIP, OPERATIONS AND REVENUE WPP is a global company with a presence in more than 100 markets. WPP has a truly worldwide reach and significant US presence, with 85% of total revenue from non-UK operations and 38% of total revenue from the US. Just under 90% of our 103,000 employees are located outside of the UK. In terms of the size of our organisation, WPP is ranked 6th in the FTSE by number of employees, and c.30th by net revenue, reflecting the scale and magnitude of our organisation. Whilst we acknowledge that WPP’s market capitalisation has dropped materially in the past 12 months, the Group continues to be one of the most diverse and complex businesses listed in the UK market, and our Elevate28 strategy is focused on regaining our position of competitive growth and market valuation. The US market offers the most significant opportunity for acceleration and market share gains and is a critical area of growth and investment under our Elevate28 strategy. Under our new, simplified leadership structure, the CEOs of each of WPP’s four operating units, the Chief Creative Officer, and the Chief Operating Officer are all located in the US. Our new Group CEO is based in both London and New York. Data sourced from 2024 Annual Reports, which was the latest data available to the Committee at the time of review. Following their merger in November 2025, Omnicom and IPG have since become a single combined identity. The market capitalisation is the 12-month average market capitalisation to 1 January 2026. The internationality score is based on the geographic spread of a company’s revenues (Low: significant majority of revenue being derived from one country. Medium: a material proportion of revenue is derived from one or two countries/regions with a minority of revenue derived from other countries/regions. High: a material portion of the revenue is spread across three or more countries/regions) SIMPLIFIED OPERATING STRUCTURE FOUR CORE OPERATING UNITS WITH STRONG US FOOTPRINT WPP Revenue No. of employees Operating profit Market cap Internationality score WPP'S SIZE AND COMPLEXITY AGAINST DIRECT SECTOR PEERS AGAINST THE FTSE 350 (EXCL. FINANCIAL SERVICES) IPG Denstu Havas Omnicom Publicis Lower quartile Upper quartileMedian WPPRevenue Lower quartile Upper quartileMedian WPPNo. of employees Lower quartile Upper quartileMedian WPPMarket capitalisation Low HighMedium WPPInternationality score WPP CORPORATE FUNCTIONS WPP OPEN POWERED BY OPEN INTELLIGENCE CINDY ROSE OBE, CEO JOANNE WILSON, CFO CEO, WPP MEDIA CEO, WPP PRODUCTION CEO, WPP ENTERPRISE SOLUTIONS CEO, WPP CREATIVE CHIEF TECHNOLOGY OFFICER CHIEF OPERATING OFFICER CHIEF CREATIVE OFFICER WPP ANNUAL REPORT 2025 94 CORPORATE GOVERNANCE Compensation Committee report

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2. WE COMPETE FOR GLOBAL TALENT IN A HIGHLY COMPETITIVE TECHNOLOGY AND MEDIA SECTOR While WPP has a strong culture of moving internal talent into senior roles, an increasing number of appointments have been external hires from the US reflecting our need to attract and retain new and diverse skill sets, including from the technology sector. Our new CEO was hired from Microsoft, and other recent senior hires from Google, Meta and Accenture Song reflect our key talent markets in technology and media. We compete for talent in a highly competitive market where pay structures and quantum often differ materially from the UK-centric framework that WPP currently operates, this brings critical talent retention challenges and risks. For example, all of our key global sector peers – IPG/Omnicom, Publicis and Havas – use multi-incentive plan models, incorporating both performance shares 3. DISPARITY IN INCENTIVE ARRANGEMENTS ACROSS THE ORGANISATION While WPP’s Executive Directors participate in an annual bonus and performance share framework, restricted shares are used below Board level and were awarded to c.2,000 of our senior leaders in 2025, reflecting local market practices and growing talent pressures. Over time, this has led to material pay compression challenges between Executive Directors and in particular our US-based Executive Committee roles. and restricted shares (‘hybrid plans’) in their compensation frameworks. In addition, it is a practice increasingly prevalent in UK-listed companies with a significant US presence to facilitate the attraction and retention of global talent. For example, in 2023 and 2024, total actual compensation of around a third of the Executive Committee members, all of whom were based in the US, exceeded that of the then Group CEO in those years. The Committee believes it is appropriate to narrow this disparity and alleviate some of the challenges of pay compression, creating a fair and sustainable framework across the global executive team. SUMMARY OF PROPOSED POLICY CHANGES A range of approaches was considered by the Committee and discussed with our shareholders. Details of changes made to The use of restricted shares is also very common in the technology sector, as reflected in the buyout arrangements for our new CEO. our proposals to reflect shareholder feedback are set out later in this letter. We are ultimately proposing the introduction of a restricted share award element of 100% of salary for the CEO and CFO alongside the existing EPSP awards. The restricted share awards will be subject to a five-year time horizon, with a three-year vesting period and two-year holding period, and a performance underpin. No changes are proposed to the current maximum award levels under the STIP and EPSP. WPP current LONG-TERM INCENTIVE PRACTICE – SECTOR PEERS (% OF BASE SALARY) Restricted Share Plan element Performance Share Plan element IPG US Media peers (median)1 Omnicom Publicis2 Executive Directors 0 200 400 600 800 1000 1200 1 US Media peers (median) is based on CEO data from an expanded US peer group of Accenture, Electronic Arts, Endeavor Group, Fox Corporation, IPG, Liberty Media, New York Times Company, News Corporation, Nexstar Media Group, Omnicom, Paramount Global, Sirius XM, Take Two, Trade Desk, Warner Brothers Discovery and Warner Music Group 2 One-off restricted share award made to Publicis CEO of c.10x salary (annualised over three years) LONG-TERM INCENTIVE PRACTICE – VEHICLE LTI VEHICLE1 RESTRICTED SHARES (RSP) PERFORMANCE SHARES (PSP) MARKET VALUE OPTIONS US Media peers2 US Tech peers2 IPG/Omnicom Publicis Havas WPP 1 Shading indicates prevalence of the respective LTI vehicle in the peer group 2 Further information on the US Media peers and US Tech peers is provided in the footnote to the chart on page 96 WPP ANNUAL REPORT 2025 95 CORPORATE GOVERNANCE Compensation Committee report

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In introducing a ‘hybrid’ long-term model, the proposed changes are intended to: – Move our incentive framework closer to (but not equivalent to) direct sector peers and US market practice – The addition of a restricted share element reflects market norms in all our direct sector peers, enabling us to more effectively compete for top talent in a highly competitive and evolving sector. However, the Committee has sought to develop proposals under which pay levels will remain within market parameters of UK FTSE-listed peers of a similar size and complexity criteria, but remain materially below US sector peer norms and wider US market practice. – Retain a pay-for-performance focus, aligned to our growth strategy – The significant majority of the package will remain performance based, and subject to stretching performance conditions linked to our ambitious Elevate28 growth strategy. The Committee has a proven track record of operating a robust pay-for-performance framework, as reflected in the historical payouts under the STIP and EPSP plans and will continue to set challenging performance targets primarily aligned to financial and shareholder-return metrics. In addition, any vesting under the new restricted share plan will be subject to a performance underpin under which the Committee can reduce vesting (including to nil) if it considers the vesting outcome is not appropriate in the context of Company performance and the shareholder experience. – Provide a unified incentive framework across the senior leadership team – The use of both performance and restricted shares across the Executive Committee (including Executive Directors) will enable us to provide a fair and competitive package across senior leadership roles, ensuring that we retain and incentivise key leaders to deliver on our strategy and drive value creation for our stakeholders. – Provide an element of reward that allows the Committee to manage through a rapidly changing sector and period of transformation – During a period of accelerated change, the Committee is seeking to introduce a future proof compensation framework that allows WPP to attract and retain talent without recourse to one-off arrangements. Given the pace of sectoral change, the strategic decisions required for the Company to achieve value for shareholders and the intensification of competition for talent, the Committee believes that the creation of long-term value will be best supported by the introduction of an element of restricted shares in the incentive framework. Other minor changes have been made to the Policy to reflect the evolving corporate governance landscape and align with market. REFLECTING SHAREHOLDER FEEDBACK As noted above, we consulted extensively with 15 of our largest shareholders, representing c.81% of share ownership, and proxy agencies. The majority of shareholders understood the challenges that we face as a global technology and media sector business in a highly competitive market and were supportive of the proposed changes including the introduction of a hybrid incentive plan. However a number of adjustments were made in finalising our proposal to reflect the feedback received: – Removal of proposal to increase the maximum EPSP award level – Reduction in the maximum RSP award level from 150% to 100% of base salary WPP (current) WPP (proposed) IPG Omnicom Publicis1 Havas FTSE Size & Complexity peer group2 ExCo roles US Media peers3 CEO role US Tech companies4 CEO role US Media peers3 PAY POSITIONING VERSUS SECTOR PEERS CEO VS PEERS MAXIMUM REWARD OPPORTUNITY (£’000) 4,000k 8,000k 12,000k 16,000k 20,000k 24,000k 28,000k 32,000k Lower quartile to median Median to upper quartile 1 One-off restricted share award made to Publicis CEO of c.10x salary (annualised over three years) 2 FTSE Size and Complexity peer group: Anglo American, Ashtead, ABF, BAE Systems, BAT, BT, Bunzl, Centrica, CCEP, Coca-Cola HBC, Compass Group, DCC, Diageo, Experian, GSK, Haleon, Halma, Imperial Brands, IAG, IHG, J Sainsbury, National Grid, Reckitt, RELX, Rentokil Initial, Rolls-Royce, Smith & Nephew, Tesco, Sage, Vodafone 3 US Media peers (market cap c.£5bn – £50bn): IPG, Omnicom, Electronic Arts, Endeavor Group, Fox Corporation, Liberty Media, New York Times Company, News Corporation, Nexstar Media, Paramount Global, Sirius XM, Take Two, Trade Desk, Warner Brothers Discovery, Warner Music Group, Accenture 4 US Tech companies (market cap c.£5bn – £15bn): including companies such as Pinterest and Match Group WPP ANNUAL REPORT 2025 96 CORPORATE GOVERNANCE Compensation Committee report

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– Introduction of a performance underpin which will operate prior to the vesting of any RSP awards. While this feature is unusual in our direct peers, this has been included to align with UK best practice and investor expectations. In developing the performance underpin, the Committee recognised that the core measures of strategic success and business transformation are already captured across the STIP and the EPSP metrics. Whilst detailed consideration was given to the relative merits of a quantitative underpin, given the period of transformation and focus on strategic delivery, as well as wider practice in our talent market where underpins are not common practice, the Committee determined that a qualitative rather than quantitative underpin was appropriate at this time, enabling the Committee to assess performance in the round at the end of the period. The Committee will ensure that there is clear disclosure provided to shareholders at the end of the period on the factors considered before the award is released. We are grateful to the shareholders that engaged with us and appreciate the valuable feedback and input received in developing our proposals. IMPLEMENTATION IN 2026 AND PERFORMANCE METRICS REVIEW The significant majority of the compensation package for our executive team will remain performance-based and one of the core areas for discussion with our investors was the performance metrics to be used for the incentive arrangements in 2026. The Committee reviews the performance metrics annually to ensure continued strategic alignment. A summary of the metrics for the 2026 STIP and 2026 EPSP awards and their alignment to our ambitious Elevate28 strategy is provided below. Further details are provided on page 106. STIP 2026 For 2026 the STIP will continue to operate in a similar way to 2025, both in terms of structure and quantum. Both Executive Directors have a maximum opportunity of 250% of base salary, with a maximum of 60% delivered in cash and a minimum of 40% in a deferred share award (ESA). The Committee agreed that revenue growth and operating margin should continue to be key areas of focus and that the 2026 financial metrics would be like-for-like revenue less pass-through costs growth and headline operating margin performance with equal weighting, comprising 75% of the STIP opportunity. The remaining 25% of the 2026 STIP opportunity will be based on specific individual objectives linked to our Elevate28 strategy. Full details of the performance targets will be reported in next year’s Compensation Committee Report EPSP 2026 The existing EPSP will continue to be used as our principal long-term incentive vehicle. The Committee believes that AFCF, relative TSR and ROIC remain appropriate measures to drive value creation for WPP. To reflect our new strategy and our focus on a return to competitive growth versus peers, a new measure of relative organic revenue growth (ORG) will be introduced with a weighting of 1/6th. Relative ORG will measure our growth in like-for-like revenue over the three-year performance period relative to that of our global media sector peers (Dentsu, Havas, Omnicom and Publicis). In addition, to strengthen pay for performance alignment relative to our media sector peers, for the 2026 EPSP awards our relative TSR performance will be measured solely by reference to a global media sector peer group. These changes reflect both the Committee’s view and feedback from investors during the 2026 Policy consultation process. Further details on 2026 EPSP measures and targets are provided on pages 106 and 124 ALIGNMENT OF PERFORMANCE METRICS WITH STRATEGY 2026 STIP FINANCIAL METRICS 2026 EPSP METRICS STRATEGIC PRIORITIES NET SALES GROWTH HEADLINE OPERATING MARGIN RELATIVE ORGANIC REVENUE GROWTH ADJUSTED FREE CASH FLOW RELATIVE TSR RETURN ON INVESTED CAPITAL Lead the industry in terms of organic revenue growth Deliver £500m of total gross cost savings over next three years Deliver margins above historical levels Simplify the portfolio to secure investment-grade balance sheet and fund management WPP ANNUAL REPORT 2025 97 CORPORATE GOVERNANCE Compensation Committee report

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SALARY REVIEW FOR 2026 The base salaries of the Executive Directors will be subject to review during 2026 in the usual way in line with the wider annual salary review processes which will be undertaken for our employees. COMPENSATION IN 2025 STIP 2025 All the Executive Directors participated in the 2025 STIP. The CEO, Cindy Rose, participated on a pro-rata basis from the date of her appointment and the reported outcomes shown for the former CEO, Mark Read, reflect the period to 31 August 2025 whilst he was an Executive Director. The STIP was based on a combination of financial and non-financial measures aligned to the delivery of the Company strategy and purpose. The financial measures, which determined 75% of the award, were headline operating profit margin improvement and like-for-like revenue less pass-through costs growth. The actual financial performance of the company against both these metrics in 2025 was below threshold. This resulted in no STIP bonus being payable in respect of the financial element (75% of the award) of the STIP. The Committee felt that this appropriately reflected the underlying performance of the Company and no adjustments were made. See page 119 for further detail on performance against financial targets The remaining 25% of the award is based on individual performance against non-financial priorities set by the Committee at the start of the year (or if later, shortly after joining). The Committee assessed the performance of each of the individual Executive Directors (including the former CEO, Mark Read) against their agreed non-financial priorities. In assessing individual performance the Committee was mindful of the business performance, the experiences of our broader employee base, our shareholders, and the wider stakeholder community during 2025. In evaluating Cindy’s first months in role, the Committee recognised that she had demonstrated exceptional progress: successfully leading the development of the new strategy, refreshing the executive team, overseeing significant business transformation, new client-focussed AI solutions, and securing key new business and extending a key partnership with Google. On this basis, it determined an assessment of 25%/25% (resulting in a total STIP of 25% of the maximum opportunity, totalling £261,130) appropriately reflected Cindy’s significant contribution since joining WPP. For Joanne, the Committee recognised her strong delivery, which included bolstering WPP’s long-term funding resilience through a highly successful €1bn bond issue that reinforced market confidence; driving substantial business transformation, marked by significant cost reductions; and orchestrating strategic investments in WPP Open and AI that are delivering enhanced operational efficiencies. Reflecting on Joanne’s specific achievements, the Committee conducted a review of both the collective and personal deliverables within the non-financial objectives. It was determined that she achieved 100% for the goals within the non-financial metrics directly related to her personal deliverables, which had a weighting of 10% within the total 25% allocated for non-financial metrics. Consequently, her overall assessment for the non-financial metrics resulted in a total STIP of 10% of the maximum opportunity, totalling £190,000, reflecting her singular contribution during 2025. The Committee considered these awards were appropriate given the individual performance of the CEO and CFO. However, to further align their interests with shareholders, it decided these awards would be made as deferred ESAs, vesting subject to continued employment, in March 2028, and no cash payment would be made. The Committee recognised the contribution of the outgoing Executive Directors, Andrew Scott and Mark Read, including the delivery of a proportion of non-financial objectives. However, given the outcome against the STIP financial metrics, the performance of the Company and the wider stakeholder experience, it determined that it was not appropriate for any 2025 STIP awards to be made to Andrew or Mark based on non-financial performance. Consequently, combined with no STIP bonus being payable in respect of the financial element, no 2025 STIP was awarded to Andrew or Mark. See pages 119 and 120 for further detail on performance against non-financial priorities 2023 EPSP AWARDS The 2023 EPSP awards’ three-year performance period ended on 31 December 2025. Performance against all three metrics was below threshold resulting in a formulaic vesting outcome of zero. The Committee considered this vesting outcome was an appropriate reflection of performance and no adjustments were made to the outcome. NEW CEO APPOINTMENT As disclosed on 10 July 2025, Cindy Rose was appointed on a salary of £1,250,000. Other elements of her package were set in line with the Compensation Policy on appointment. Further details are provided on page 115. DEPARTING EXECUTIVE DIRECTORS On Cindy’s appointment as CEO on 1 September 2025, Mark Read stepped down as CEO and from the Board. Following this, Mark worked with Cindy to facilitate the transition before commencing garden leave on 14 November 2025. He will retire, as previously announced, at the end of his notice period, on 8 June 2026. The termination arrangements for Mark Read (which were in accordance with the Policy) are set out on page 116. Andrew Scott also stepped down as Chief Operating Officer and from the Board on 31 December 2025. He remains an employee of the Group. CLOSING REMARKS I would like to express my appreciation to the members of the Committee for their continuing dedication and active participation over what has been a very busy year. WPP is at a pivotal moment, and the business is taking action to set itself up for future success, led by a new CEO and executive team. We are confident in Elevate28 and believe the proposed Policy changes are necessary to facilitate the delivery of our ambitious strategy. On behalf of the Committee I would like to thank our shareholders for their support and input in our consultation process and hope you will support our proposed Policy at the upcoming AGM. Jasmine Whitbread Chair of the Compensation Committee 19 March 2026 WPP ANNUAL REPORT 2025 98 CORPORATE GOVERNANCE Compensation Committee report

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COMPENSATION AT A GLANCE 2025 COMPENSATION OUTCOMES FOR THE CEO AND CFO The information below summarises the 2025 total compensation received by the CEO and CFO. The CEO was appointed on 1 September 2025. As a result, the fixed pay and short-term incentives shown in the single figure table and in the charts below are from her date of appointment. To allow comparability the Policy Target and Maximum amounts for her fixed pay and short-term incentive elements have also been pro-rated in the charts below. The buyout awards made to the CEO in 2025 to compensate for loss of incentive opportunity at her previous employer (£5,942k) are also shown separately. These buyout awards vest on a phased basis over the period to September 2030 (for further details see page 116), but are required to be shown in full in the single figure table in the year of grant under the Directors Reporting Regulations. Full details of the performance outcomes are set out on pages 119-120. 2025 TOTAL COMPENSATION COMPARED WITH POLICY FOR THE CEO AND CFO1 (£000) Cindy Rose CEO, appointed 1 September 2025 Joanne Wilson CFO, appointed 27 April 2023   Fixed compensation, consisting of base salary, benefits and pension (as set out in the single figure on page 117)   Short-term incentives (STIP)   Long-term incentives (EPSP)   Buy-out awards 1 Policy refers to the Directors’ Compensation Policy approved by shareholders at the 2023 AGM; Target: 50% of maximum STIP, 60% of maximum EPSP 2 Actual total compensation is from the date of appointment for the CEO 3 To allow comparability with Policy, for appointments in the year the Policy Target and Maximum amounts for fixed and short-term elements have been pro-rated 2025 Actual Total Compensation (part year)2 Policy Compensation at Target3 Policy Compensation at Maximum3 £0 £1,000 £2,000 £3,000 £4,000 £6,000£5,000 £7,000 £6,664 £4,143 £6,827 2025 Actual Total Compensation 2024 Actual Total Compensation Policy Compensation at Target Policy Compensation at Maximum £5,051 £3,189 £1,850 £1,062 £0 £1,000 £2,000 £3,000 £4,000 £6,000£5,000 £7,000 WPP ANNUAL REPORT 2025 99 CORPORATE GOVERNANCE COMPENSATION COMMITTEE REPORT

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2025 TOTAL COMPENSATION OUTCOMES SUMMARY FOR THE CEO AND CFO 2025 FIXED COMPENSATION Cindy Rose (CEO) £000 Joanne Wilson (CFO) £000 Base salary Pro rata from date of appointment for the CEO 417 760 Pension Contributions aligned at 10% of base salary for all Executive Directors 42 76 Benefits Pro rata from date of appointment for the CEO 165 36 2025 STIP PERFORMANCE WEIGHTING OUTCOME ACHIEVED Threshold (0% payable) Target (50% payable) Maximum (100% payable) Like-for-like revenue less pass-through costs growth 37.5% 0% Headline operating margin improvement 37.5% 0% Total financial performance 75% 0% Cindy Rose Joanne Wilson Non-financial performance 25% See pages 119 and 120 for performance against non-financial measures 25% 10% Total (%) of maximum 100% 25% 10% Total (%) of base salary 62.5% 25.0% Total amount (£000) 2611 190 Delivery The Committee determined the STIP 2025 awards will be delivered 100% as a share award (ESA) with a two-year deferral period (Typically 60% is delivered in cash; 40% as ESA) 2025 STIP bonus delivery 100% shares   Actual STIP performance    Indicates a scale break 1 For the CEO, STIP has also been pro-rated from the date of appointment, 1 September 2025 -1.8% Below threshold 0.0% 0.6% 2.0% -5.4 % Below threshold 0.0% 0.1% 0.2% WPP ANNUAL REPORT 2025 100 CORPORATE GOVERNANCE COMPENSATION COMMITTEE REPORT

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2023 EPSP PERFORMANCE WEIGHTING OUTCOME ACHIEVED Threshold (20% vesting) Maximum (100% vesting) Average return on invested capital (ROIC) 1/3 0% Cumulative adjusted free cash flow (AFCF) 1/3 0% Relative TSR (common currency) 1/3 0% Relative TSR (local currency) Total (% of maximum) 100% 0% Cindy Rose Joanne Wilson Total amount (£000) n/a1 nil Delivery The awards lapsed in full on 6 March 2026 and no shares were delivered 1 Cindy Rose was appointed CEO on 1 September 2025 and therefore held no 2023 EPSP awards   Actual EPSP performance   Indicates a scale break SHAREHOLDING REQUIREMENT Cindy Rose Joanne Wilson Appointed 1 September 2025 Appointed 19 April 2023 Executive Directors are required to build and maintain their shareholding requirements within seven years of appointment. Expectation that shares received on the vesting of share awards (eg EPSP and ESA) will be retained (other than those required to settle tax obligations) until holding requirement met, as was the case in 2025. Target levels (% of base salary) 600% 300% Actual levels (% of base salary) at 31 December 20251 26% 27% Actual levels (% of base salary) at 31 December 20241 n/a 32% 1 The share price used for the calculation is the average share price for the last two months of the relevant financial year 17.5% £3,500m Median 26.1% +4.2% (local) Median -8% (common) 19.5% £4,500m Upper decile 134.2% +47.9% (local) Upper decile +44.6% (common) £2,955m Below threshold Below threshold Below threshold 16.1% Below threshold WPP ANNUAL REPORT 2025 101 CORPORATE GOVERNANCE COMPENSATION COMMITTEE REPORT

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2026 COMPENSATION OPPORTUNITIES This section provides a summary of the proposed implementation, subject to shareholder approval at our Annual General Meeting, of our Compensation Policy during 2026. There are a number of changes from our previous Policy, which are summarised below. Full details of the Policy changes are outlined on pages 103 to 104. This report also sets out details of the extensive investor consultation process undertaken, together with the feedback received in the course of developing our Policy. Implementing our Compensation Policy during 2026: Policy Implementation for 2026 Further detail Base salary To maintain package competitiveness and reflect skills and experience; to enable recruitment and retention. Typically reviewed annually to align with review cycle of the wider workforce. Cindy Rose: £1,250,000 Joanne Wilson: £760,000 Salary levels will be reviewed in 2026 Base salaries will be reviewed in 2026, with any increases aligned with those of the wider workforce Benefits Provide a market competitive benefits allowance and other benefits sufficient to enable recruitment and retention. Cindy Rose: £35,000 allowance, plus to facilitate the performance of her duties in the US, the provision of an apartment in New York Joanne Wilson: £30,000 allowance The CEO is dual located in the UK and US, the US apartment is provided to facilitate her work in the US Pension Pension is provided by way of a contribution to a defined contribution arrangement, or a cash allowance, or a combination of the two. Determined as a percentage of base salary and consistent with wider workforce. Both Executive Directors: 10% No change in levels as a % of base salary for 2026, which are aligned with wider UK workforce Short-term incentives (STIP) Drives the achievement of strategic priorities for the financial year. Maximum opportunity 250% of base salary – 75%-100% financial – 0%-25% individual strategic objectives – One-year performance period – At least 40% delivered in the form of deferred shares (ESA awards) released after a period of two years (proportion deferred (as an ESA award) reduces from 40% to 20% where the shareholding requirements met) Cindy Rose: 250% Joanne Wilson: 250% 75% financial and 25% non‑financial targets 60% cash/40% deferred shares 2026 STIP financial metrics (75%) LFL revenue growth (37.5%) Headline operating margin performance (37.5%) 2026 STIP non-financials (25%) - aligned to our Elevate28 Strategic priorities Long-term incentives Drives the achievement of long-term strategic priorities, aids retention and aligns Executive Director and shareholder interests. Comprises two elements - EPSP and RSP awards EPSP awards – Performance measures may be a mix of market, financial and non-financial measures – Three-year performance period – Two-year holding period Cindy Rose: 400% Joanne Wilson: 300% Performance measures for 2026: aligned with strategy and are a mix of market financial, relative and absolute measures 2026 EPSP awards performance metrics 1/3 AFCF 1/3 relative TSR 1/6 relative ORG 1/6 ROIC See page 124 for further details RSP awards – Three-year vesting period – Two-year holding period Cindy Rose: 100% Joanne Wilson: 100% Performance underpin applies to any vesting Shareholding requirements Aligns the interests of Executive Directors and shareholders Level for an Executive Director set at no less than the aggregate of one times ongoing EPSP award opportunity plus two times ongoing RSP award opportunity Cindy Rose: 600% of base salary Joanne Wilson: 500% of base salary WPP ANNUAL REPORT 2025 102 CORPORATE GOVERNANCE COMPENSATION COMMITTEE REPORT

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DIRECTORS’ COMPENSATION POLICY This section of the report sets out the proposed new Directors’ Compensation Policy (‘the Policy’). The Policy will take effect from the date of the 2026 AGM, subject to approval by shareholders. REVIEW OF EXISTING POLICY During the year the Committee undertook an extensive review of the existing Directors’ Compensation Policy, which was approved by shareholders at the AGM in 2023. The Committee considered the extent to which the existing compensation structure and performance- related pay remain fit for purpose, as well as how appropriate the compensation opportunity is, from both a market competitive and internal relativity basis. The Committee concluded that, as a global business operating in a competitive talent market, changes were needed to ensure our Policy is fit for purpose and supports the next critical phase of our strategy. The Committee is mindful of both retention of top talent and the increasing compensation compression at leadership levels. CONSULTATION WITH SHAREHOLDERS The Committee Chair consulted extensively with a significant number of our largest shareholders representing c.81% of share ownership and proxy agencies to seek their views on potential changes to the Policy. This was a valuable exercise in which shareholders provided thoughtful views and opinions which allowed for a useful and constructive conversation around the challenges and possible solutions. Overall, the majority of our investors understood the challenges that we face as a global technology and media business in a highly competitive market and were supportive of the proposed changes. As noted in the Committee Chair’s letter, a number of adjustments were made in finalising our proposals to reflect investor feedback received, including: – Removal of proposal to increase the maximum quantum of Executive Performance Share Plan (EPSP) awards – Reduction in the proposed maximum quantum of Restricted Share (RSP) award – Introduction of robust performance underpin in relation to the RSP awards, providing that vesting of these awards will be conditional on the Committee being satisfied that the vesting outcome is consistent with overall Group performance and the shareholder experience. The Committee will ensure that there is clear disclosure provided to shareholders at the end of the period on the factors considered before the award is released. The Committee has the power to reduce vesting outcomes (including to nil) DEVELOPMENT OF OUR FINAL LONG-TERM INCENTIVE PROPOSALS EPSP 400% of base salary Vesting dependent of performance against key metrics over three-year period; plus two-year holding period EPSP 500% of base salary EPSP quantum increased. Vesting remains as before with a three-year performance plus two-year holding period RSP 150% of base salary RSP - new awards - vesting on third anniversary of grant date – subject to further two-year holding period EPSP 400% of base salary Unchanged from current policy. We removed our original proposal to increase EPSP award quantum PRIORITIES ADDRESSED SECTOR COMPETITIVE Proposed structure and increased overall quantum better aligns our LTI with our sector peers and improves the competitiveness of our compensation policy REWARDS VALUE CREATION Majority of the LTI opportunity (80%) is formally linked to metrics underpinning our strategy and 100% is share price-linked INTERNALLY ALIGNED Effective cascade and alignment throughout senior leadership STRATEGICALLY ALIGNED Our performance metrics are linked to our ambitious Elevate28 strategy RSP 100% of base salary RSP quantum lowered. Level of vesting on third anniversary of grant now subject to a formal performance underpin. Vested awards remain subject to the further two-year holding period Current policy maximum Original proposal (proposed policy maximums) Final proposal (proposed policy maximums) LONG-TERM INCENTIVES WPP ANNUAL REPORT 2025 103 CORPORATE GOVERNANCE COMPENSATION COMMITTEE REPORT

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CHANGES TO DIRECTORS’ COMPENSATION POLICY The key changes we are proposing are to our long-term incentive structure, to ensure it is competitively positioned in the market. Changes are proposed to the STIP to align with market practice including a reduction in the proportion mandatorily deferred from 40% to 20% where shareholding guidelines have been met, and a minor change to allow a modest level of vesting at threshold in line with more typical market practice. Changes are also proposed to align the minimum shareholding requirements for the Executive Directors with the levels of their ongoing long-term incentive awards. Our key Policy changes and how we propose to implement them in 2026 are summarised below: LONG-TERM INCENTIVES Proposed Policy change How we propose to implement in 2026 Introduction of ability to make Restricted Share Plan (RSP) awards to Executive Directors Subject to shareholder approval at the 2026 AGM, RSP awards under the new Policy of 100% of base salary will be made to the CEO and CFO in 2026 RSP awards to vest after three years with a further two-year holding period (replicating the EPSP holding period) Vesting of RSP awards to be subject to both continued employment and a performance underpin to be operated by the Committee prior to vesting to ensure vesting outcomes are consistent with the overall group performance and the shareholder experience. Vesting outcomes may be reduced (including to nil) SHORT-TERM INCENTIVE PLAN (STIP) Proposed Policy change How we propose to implement in 2026 Minor change to the STIP to allow for a vesting of up to 20% of the maximum opportunity for the achievement of threshold performance Subject to approval from shareholders at the 2026 AGM, these provisions will apply to the operation of the 2026 STIP (for the 2026 financial year) for the Executive DirectorsChange to operation of mandatory deferral; when shareholding guidelines met, the proportion deferred may be reduced from 40% to 20% SHAREHOLDING REQUIREMENT Proposed Policy change How we propose to implement in 2026 Change to the determination of the minimum shareholding requirement, to align the minimum requirement to the aggregate of one times the ongoing EPSP award opportunity plus two times the ongoing RSP award opportunity Subject to shareholder approval of the Policy at the 2026 AGM, this will apply with effect from that date This will result in no change to the CEO requirement of 600% of base salary and the CFO minimum requirement will increase to 500% of base salary (from 300%) WPP ANNUAL REPORT 2025 104 CORPORATE GOVERNANCE COMPENSATION COMMITTEE REPORT

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ALIGNING PERFORMANCE-LINKED COMPENSATION WITH STRATEGY The key performance-linked elements of compensation are the STIP and EPSP. To ensure continued alignment between the performance metrics of each and our strategic business priorities, in parallel with the Compensation Policy review process and in conjunction with the strategy review, the Committee undertook a comprehensive review of the performance measures in both the STIP and EPSP, the results of which were referenced in the Committee Chair’s letter. The significant majority of the compensation opportunity for our Executive Directors is performance-based and consequently the performance metrics to be used for the 2026 STIP and 2026 EPSP awards were one of the core areas discussed with investors in our Policy consultation process. In respect of the 2026 STIP, the Committee agreed that revenue growth and operating margin should continue to be key areas of focus and that the 2026 financial metrics would be like-for-like revenue less pass-through costs growth and headline operating margin performance with equal weighting, comprising 75% of the STIP opportunity. The 25% element of the STIP will continue to be based on individual strategic priorities and, for 2026, will be linked to specific Elevate28 priorities for the individual director. In relation to the 2026 EPSP awards, the Committee concluded AFCF, relative TSR and ROIC remained appropriate measures to drive value creation for WPP. However, they agreed two changes were needed. First, to reflect our new strategy and our focus on a return to competitive growth, a new measure of relative organic revenue growth (ORG) will be introduced with a weighting of 1/6th. Relative ORG will measure our growth in like-for-like revenue over the three-year performance period relative to that of our global media sector peers (Dentsu, Havas, Omnicom and Publicis). Second, to strengthen pay for performance alignment relative to our media peers, for the 2026 EPSP awards our relative TSR performance will be measured solely by reference to a global media sector peer group. These changes reflect both the Committee’s view and feedback from investors during the 2026 Policy consultation process. The performance measures utilised in both the STIP and EPSP are aligned to our business KPIs. See page 24 for further details. GUIDING PRINCIPLES Our Directors’ Compensation Policy is designed in the context of the UK Corporate Governance Code to attract and retain best-in-class talent and incentivise Directors to deliver the business strategy, thereby producing long-term value for shareholders. THE WPP DIRECTORS’ COMPENSATION POLICY IS DETERMINED BY THE FOLLOWING GUIDING PRINCIPLES: PERFORMANCE-DRIVEN REWARD Our compensation structure has a high proportion of performance-based variable compensation COMPETITIVENESS Director compensation is designed to attract and retain best-in-class talent LONG-TERM ALIGNMENT WITH SHAREHOLDER INTERESTS Executive Directors have a large portion of their compensation paid in the form of shares as well as significant share ownership requirements both during and post employment ALIGNMENT TO WPP STRATEGY AND VALUES Our incentive plans contain metrics linked to WPP’s Elevate28 strategy and values. These measures are regularly reviewed by the Committee to ensure continued alignment with strategy 1 2 3 4 Fixed 16% STIP 28% LTI (EPSP & RSP) 56% Variable pay comprises 84% of CEO's compensation at maximum FIXED AND VARIABLE PAY MIX Cash-based 33% Share-based (ESA, EPSP, RSP) 67% Majority of CEO's compensation at maximum is equity-based CASH AND EQUITY PAY MIX WPP ANNUAL REPORT 2025 105 CORPORATE GOVERNANCE COMPENSATION COMMITTEE REPORT

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The alignment of the metrics of our 2026 STIP and 2026 EPSP awards with our multi-year Elevate28 strategy are set out below. SHORT-TERM INCENTIVE PLAN (STIP) – 2026 FINANCIAL YEAR Measure Summary Rationale for inclusion Like-for-like revenue less pass- through costs growth (37.5%) A key financial KPI. Like-for-like revenue growth excludes the impact of currency and acquisitions Core measures for assessing our progress towards delivering our Phase 1: Stabilise goalsHeadline operating profit margin (37.5%) A key financial KPI that measures our profit on trading activities Individual strategic objectives (25%) Individual objectives will be linked to our Elevate28 strategy in the four areas of: Deliver superior growth for clients; Becoming a simpler, integrated company; Unlock the advantage of WPP Open; and Create firm financial foundations for the future By linking the individual performance element of the 2026 STIP to the achievement of specific Elevate28 strategic objectives we ensure strategic alignment LONG-TERM INCENTIVE PLAN EXECUTIVE PERFORMANCE SHARE PLAN (EPSP) – 2026 EPSP AWARDS Measure Summary Rationale for inclusion Adjusted free cash flow (AFCF) (33.3%) AFCF measures the cash the business generates over the three-year performance period Our aim is to grow the business whilst delivering improved cash generation. AFCF is a key long-term measure of our success in this area Total shareholder return (TSR) (33.3%) TSR measures the returns received by our shareholders over the three-year performance period relative to those of our global media sector peers Delivering our strategy will benefit our shareholders through improved returns. Relative TSR provides a key measure of our success in generating shareholder value Relative organic revenue growth (ORG) (16.67%) ORG measures our like-for-like revenue growth relative to those of our global media sector peers A key element of our strategy is to deliver organic growth. Relative ORG will help us measure how successful we have been in this area Return on invested capital (ROIC) (16.67%) ROIC measures the return (operating profit) made relative to the invested capital over the final financial year of the three-year performance period ROIC will help us measure how efficiently we are executing our strategy and building firm foundations OUR STRATEGY - ELEVATE28 Deliver superior growth for clients Become a simpler integrated company Unlock the advantage of WPP Open Create firm financial foundations for the future Strategic objectives Across all three phases a priority will be to maintain an investment-grade balance sheet PHASE 1: Stabilise (2026) – Stabilise net new business performance – Execute cost-saving initiatives – Take portfolio actions to improve balance sheet stability PHASE 2: Build (2027) – Return to organic growth during 2027 as we benefit from revised go-to-market strategy – Rebuild margins as we improve execution and reduce costs – Reduce leverage PHASE 3: Accelerate (2028 and beyond) – WPP emerges as simpler lower cost AI-enabled business – Revenue growth accelerates – Margins expand – Cash conversion improves WPP ANNUAL REPORT 2025 106 CORPORATE GOVERNANCE COMPENSATION COMMITTEE REPORT

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REMUNERATION POLICY TABLE FOR THE EXECUTIVE DIRECTORS The table below summarises the new proposed Policy. The new proposed Policy reflects the key policy proposals previously set out on page 104. In addition, a number of minor wording changes have been made throughout to ensure the Policy continues to reflect best practice and align with the principles of good governance whilst reflecting the global talent market in which WPP operates. FIXED ELEMENTS BASE SALARY Purpose and link to strategy To maintain package competitiveness and reflect skills and experience; to enable recruitment and retention. Operation Base salary is typically reviewed annually to align with the review cycle of the wider workforce In reviewing salaries the Committee may consider factors including, but not limited to: – Salary increases awarded across the Group – Individual performance – Levels in other companies of similar size, scope and complexity Opportunity Increases for Executive Directors will usually be aligned to the wider workforce which will reflect the performance of the Company, the individual and local economic factors. Increases above the normal level may be made to take into account special circumstances such as: – Increase in nature and scope of the role – To reflect development in a role such as in the case of an Executive Director appointed at a below-market salary BENEFITS Purpose and link to strategy To provide a market competitive benefits allowance and other benefits sufficient to enable recruitment and retention Operation An annual benefits allowance may be provided. The level allowance is set with regard to the individual concerned and the role they undertake. The Committee has discretion to replace the allowance with direct provision of benefits where it considers it appropriate. The Committee has discretion to provide additional benefits where necessary, relevant and cost effective and such expenses may be grossed up. (This may include, but is not limited to, relocation or recruitment). Executive Directors may also participate in local salary sacrifice or net pay benefit arrangements on the same terms as available to other employees locally. Expenses incurred in the ordinary course of business, which are deemed taxable benefits by the relevant tax authorities, may also be provided. Opportunity There is no maximum level of benefits. The level of annual benefits allowance is reviewed periodically to ensure it remains market competitive and cost effective (excluding relocation benefit). PENSIONS Purpose and link to strategy To enable provision for retirement benefits. Operation Pension is provided by way of a contribution to a defined contribution retirement arrangement, a cash allowance or a combination of the two. Determined as a percentage of base salary. Opportunity The maximum pension contribution/cash allowance will normally be in line with those applicable to employees in the country in which the Executive Director is employed. Contributions for the Executive Directors employed in the UK are in line with the UK employee contribution rates, currently 10% of base salary. WPP ANNUAL REPORT 2025 107 CORPORATE GOVERNANCE COMPENSATION COMMITTEE REPORT

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VARIABLE ELEMENTS SHORT-TERM INCENTIVE PLAN (STIP) The STIP is an incentive plan designed to reward annual performance. The plan makes awards in cash and Executive Share Awards (ESA). Purpose and link to strategy To drive the achievement of strategic priorities for the financial year and to motivate, retain and reward executives over the short and medium term; the ESA element of the incentive aligns executives with shareholder interests. Operation Targets are normally set annually. The Committee determines the extent to which these targets have been achieved at the end of the year based on performance and has discretion to adjust the formulaic outcome both upwards and downwards (including to zero) to ensure the outcome reflects underlying Company performance and value creation for shareholders. Where the shareholding requirement has not been met, normally at least 40% of the STIP award will be delivered in the form of conditional deferred shares (ESA) which will normally be released after a period of two years. Where the minimum shareholding requirements have been met, the proportion of STIP deferred may be reduced to 20%. STIP is subject to the malus and clawback policy as may be amended from time to time. Opportunity Maximum opportunity: 250% of base salary in respect of a financial year. Up to 20% of the maximum opportunity will pay out for threshold performance with 100% pay out for achieving stretch targets. Dividends may accrue on the ESA during the deferral period. Performance Performance measures and targets are normally reviewed and set annually to ensure continued strategic alignment. Financial measures typically represent a minimum of 75% of the award; individual strategic or non-financial objectives usually represent up to 25% of the award. These might include Company-wide priorities, individual performance goals and/or other individual or Company-wide non-financial objectives. LONG-TERM INCENTIVE PLAN (LTIP) PERFORMANCE SHARE AWARDS (EPSP AWARDS) AND RESTRICTED SHARE AWARDS (RSP AWARDS) Awards are made in shares and designed to reward long-term performance. Two types of award may be made; EPSP awards vest subject to the achievement of certain metrics over a three-year period and continued employment; RSP awards vest subject to continued employment over a three-year period and a performance underpin. Purpose and link to strategy To drive the achievement of long-term strategic priorities, to aid retention and to align Executive Director and shareholder interests over the long term. Operation EPSP awards comprise a grant of performance share awards which will normally vest subject to both the achievement of performance conditions and continued employment. The Committee has the discretion to adjust the formulaic outcome of the award to ensure that vesting reflects underlying Company performance and value creation for shareholders. An EPSP award normally has a performance period of three years, normally followed by a two-year holding period of the vested shares. RSP awards comprise a grant of restricted share awards, which will vest subject to continued employment and the operation of a performance underpin. The performance underpin requires that prior to vesting, the Committee considers the performance of the Company over the vesting period and has the ability to reduce the vesting outcome to ensure it is reflective of Company performance, the business context and shareholder experience. An RSP award normally has a vesting period of three years, followed by a two-year holding period of the vested shares. EPSP awards and RSP awards are both subject to the malus and clawback policy as may be amended from time to time. Opportunity Maximum opportunity: Total annual EPSP award maximum 400% of base salary in respect of a financial year. Total annual RSP award maximum 100% of base salary in respect of a financial year. Dividends may accrue on EPSP awards and RSP awards during their respective performance and vesting periods. WPP ANNUAL REPORT 2025 108 CORPORATE GOVERNANCE COMPENSATION COMMITTEE REPORT

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Performance Vesting of EPSP awards is subject to both the achievement of stretching performance targets and continued employment. Performance measures and targets are normally reviewed and set annually by the Committee to ensure continued strategic alignment. These may be a mix of market, financial and non-financial measures. Threshold performance will normally result in an award of 20% of the award granted and increases to 100% for maximum performance achievement. Vesting of RSP awards is subject to both continued employment throughout the vesting period and the performance underpin. The performance underpin requires that prior to each vesting the Committee may exercise its discretion to adjust vesting levels (down or to nil) where: – The vesting outcome does not adequately reflect the underlying financial or non-financial performance of the Group – The vesting level is not appropriate in the context of circumstances that were unexpected or unforeseen at the point the awards were granted or – There exists any other compelling reason why an adjustment to the level of vesting of the award is appropriate to ensure fairness and alignment with the Company’s performance and shareholder experience Full details of the EPSP awards and RSP awards including performance targets attached to the EPSP awards in respect of each year will be disclosed in the relevant Annual Report on Compensation. SHAREHOLDING REQUIREMENTS Purpose and link to strategy To align the interests of Executive Directors with shareholders. Operation Executive Directors and other members of the senior management team are subject to share ownership requirements which seek to reinforce the WPP principle of alignment of management’s interests with those of shareholders. Executive Directors are normally required to hold 100% of their shareholding requirement, or their shareholding at the date of departure, for a period of one year following cessation of employment, reducing to 50% for a second year. If an Executive Director fails to achieve the required level of share ownership, the Committee will decide what remedial action or penalty is appropriate. This may involve a reduction in future share awards or requiring the Executive Director to purchase shares in the market to meet the ownership requirements. If an Executive Director fails to maintain their shareholding requirement post-employment, this may result in a reduction of outstanding awards. Opportunity Executive Directors will each be required to build a minimum shareholding. The minimum requirement for an individual Executive Director will be set at no less than the aggregate of one times their ongoing EPSP award opportunity plus two times their ongoing RSP award opportunity. Executive Directors will ordinarily be permitted a period of seven years from the date of their appointment to achieve the required level. NOTES TO THE POLICY TABLE PLAN RULES Copies of the various plan rules are available for inspection at the Company’s registered office and head office. The Directors’ Compensation Policy table for Executive Directors provides a summary of the key provisions relating to their ongoing operation. The Committee has the authority to ensure that any awards being granted, vested or lapsed are treated in accordance with the plan rules which are more extensive than the summary set out in the table. SELECTION OF PERFORMANCE MEASURES Performance measures are selected by the Committee based on their alignment with strategic priorities and the key metrics used across the business. STIP STIP measures are reviewed annually by the Committee taking into account business performance and priorities. The performance targets for the STIP are set to incentivise and reward strong, sustainable performance. The Committee is of the view that the targets for the STIP are commercially sensitive and it would be detrimental to the Company to disclose them in advance of or during the relevant performance period. The Committee will disclose these targets at the end of the relevant performance period in that year’s Annual Report, if these targets are no longer commercially sensitive. EPSP The performance metrics for the EPSP awards are selected to complement the annual STIP measures and capture the longer-term performance of the Company. When setting targets, the Committee takes into account a combination of factors including internal forecasts, analysts’ expectations and historical performance relative to budgets. WPP ANNUAL REPORT 2025 109 CORPORATE GOVERNANCE COMPENSATION COMMITTEE REPORT

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CASCADE TO WPP GROUP PAY POLICY As well as setting the policy for the Executive Directors, the Committee is also responsible for managing the compensation of the Executive Committee and the Company Secretary. Compensation packages for these individuals are typically reviewed annually to align with the Executive Directors and the wider workforce. As is the case for Executive Directors, the WPP Group pay policy ensures a clear and direct link between the performance of the Group or relevant operating company and compensation. Substantial use of performance-driven compensation not only ensures the continued alignment of the interests of shareholders and senior individuals within the Group, but also enables the Group to attract, retain and motivate the talented people upon whom its success depends. STOCK PLAN 2018 The WPP plc Stock Plan 2018 is used to satisfy awards under the short-term incentive plans (including ESAs) as well as to grant awards to management under the WPP Leadership Award programme. Executive Directors, and other senior management employees, may receive part of their annual bonus entitlement as a deferred share award (ESA) under the Stock Plan 2018. Executive Directors are ineligible to participate in any other aspect of the management share award programme, other than in relation to awards granted prior to appointment or in relation to awards granted to buy-out previous awards on appointment. WPP PLC SHARE OPTION PLAN The WPP plc Share Option Plan is an all-employee plan that makes annual grants of stock options to employees with two years of service who work in wholly-owned subsidiaries. The Plan was approved by shareholders at the 2025 AGM. The WPP plc Share Option Plan has the capability to make grants of executive share options. ILLUSTRATIONS OF TOTAL COMPENSATION The charts below provide an illustration of the potential future total remuneration of the Executive Directors. Four scenarios of potential outcomes are provided based on the assumptions set out in the notes on the following page. The charts are reflective of the Policy that is being presented for approval at the 2026 AGM. COMPENSATION SCENARIO (£’000) Cindy Rose CEO Joanne Wilson CFO   Fixed, consisting of base salary, benefits and pension   Short-term incentives (STIP)   Long-term incentives (EPSP award and RSP award)   50% share price appreciation  £14,193 £11,068 £7,818 £1,693Fixed 100% 22% 24% 54% 16% 28% 56% 12% 22% 22%44% Target Maximum Maximum plus share price appreciation £7,326 £5,806 £4,134 £866Fixed 100% 21% 28% 51% 15% 33% 52% 12% 26% 21%41% Target Maximum Maximum plus share price appreciation WPP ANNUAL REPORT 2025 110 CORPORATE GOVERNANCE COMPENSATION COMMITTEE REPORT

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NOTES TO THE COMPENSATION SCENARIO CHARTS The scenarios in the charts on the previous page have been calculated based on the following assumptions: Fixed pay Consists of base salary, benefits and pension Base salary as at 1 January 2026 Pension at 10% of base salary Target Assumed for the STIP as the midpoint between threshold and maximum Assumes EPSP award vesting of 60% of maximum Assumes RSP award vesting of 100% Maximum excluding any share price growth Assumes maximum STIP and maximum EPSP award and RSP award vesting Maximum including 50% share price growth Assumes maximum STIP, maximum EPSP and RSP and 50% share price appreciation on the EPSP and RSP elements of the package APPOINTMENTS TO THE BOARD This section sets out details with respect to the appointment of a new Executive Director to the Board of WPP, whether it is an external or internal appointment. FIXED COMPENSATION Base salary will be set considering a range of factors, including the profile and prior experience of the candidate, internal relativities, cost and external market data. Other elements of fixed pay will be set in accordance with the Policy table. The Committee may also provide one-off benefits such as reasonable relocation expenses and assistance with visa applications. Short-term benefits, such as accommodation following appointment and tax filing assistance, may also be provided. ONGOING VARIABLE COMPENSATION The Committee will seek to pay only that level of reward necessary to recruit the exceptional talent needed to lead such a broad and diverse global group. The actual level of incentive offered will be in accordance with the Policy limits and will be dependent on the role and existing package of the candidate. The Committee retains the discretion to make awards on recruitment, within the Policy limits, to provide an immediate alignment with the interests of shareholders. BUY-OUT AWARDS In addition to the above (and outside the Policy limits) the Committee may consider buying-out compensation entitlements that the individual has had to forfeit by accepting the appointment. This may include the utilisation of the provisions of Listing Rule 9.3.2. The structure and value of the awards will generally be made on a like-for-like basis and will be informed by the structure and value of those entitlements being forfeited, unless the Committee consider it not to be practical or appropriate. The performance targets, time horizon and method of payment will be set in an appropriate manner at the discretion of the Committee and may or may not reflect the vesting, deferral and holding requirements in the Policy. TERMS SPECIFIC TO INTERNAL APPOINTMENTS The Committee can honour any pre-existing commitments if an internal candidate is appointed to the Board. SERVICE CONTRACTS Executive Directors’ service contracts are on a rolling basis without a specific end date. – Executive Directors contracts provide for a notice period of up to 12 months from both parties – Remuneration terms include base salary, benefits (including benefits allowance), pension, holidays and participation in the short and long-term incentive plans – At the Committee’s discretion, the Executive Director’s employment may be terminated by making a payment in lieu of notice of fixed compensation (base salary, benefits and pension) either in a lump sum or by monthly instalments rather than as a lump sum. The Committee has the discretion to reduce or stop the monthly instalment payments if alternative employment is taken up or other remuneration is received for the provision of services during the period when monthly instalments are due. Current Executive Directors’ contracts align to the above – More detail on the loss of office provisions is included on page 112 WPP ANNUAL REPORT 2025 111 CORPORATE GOVERNANCE COMPENSATION COMMITTEE REPORT

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The effective dates and notice periods under the current Executive Directors’ service contracts are shown in this table: Name Effective from Notice period Cindy Rose 1 September 2025 12 months Joanne Wilson 19 April 2023 12 months The Executive Directors’ service contracts are available for inspection at the Company’s registered office and head office The contracts are effective from commencement of employment. Cindy Rose commenced employment and became CEO on 1 September 2025; Joanne Wilson commenced employment and was appointed CFO designate on 19 April 2023, and was appointed CFO on 27 April 2023 LOSS OF OFFICE PROVISIONS FIXED COMPENSATION ELEMENTS As noted on page 111, the service contracts of Executive Directors provide for notice to be given on termination. The fixed compensation elements of the contract will continue to be paid in respect of any notice period. Alternatively, a payment in lieu of notice (as described on page 111 under ‘Service Contracts’) may be made at the Committee’s discretion. If an Executive Director is placed on garden leave, the Committee retains the discretion to settle benefits in the form of cash. The Executive Directors are entitled to compensation for any accrued and unused holiday although, to the extent it is possible and in shareholder interests, the Committee will encourage Executive Directors to use their leave entitlements prior to the end of their notice period. Except in respect of any remaining notice period, no aspect of any Executive Director’s fixed compensation is payable on termination of employment. VARIABLE COMPENSATION ELEMENTS The table below summarises the policy on short-term and long-term incentives in certain leaver scenarios. As noted on page 113, the Committee has the authority to ensure that any awards that vest or lapse are treated in accordance with the plan rules, which are more extensive than the summary set out in the table below. STIP – The Executive Directors are entitled to receive their short-term incentive (cash element and/or ESA element) for any particular year provided they are employed on the last date of the performance period. If they are not employed they will not receive it unless the Committee decides to award a pro rata bonus in respect of the period worked ESA (unvested existing awards) – Provided the Executive Director is a Good Leaver, awards will vest in full on the normal vesting date subject to their terms. If the Executive Director is not a Good Leaver, unvested awards will lapse. Good Leaver for these purposes includes leaving on retirement, ill health, injury or disability, as a result of death in service and other circumstances determined by the Committee. Generally awards will vest on the date of death. In exceptional circumstances, the Committee may determine that an award will vest on a different basis EPSP awards – Provided the Executive Director is a Good Leaver, awards will vest subject to performance to the end of the performance period and (unless the Committee decides otherwise) time pro-rating. Awards will vest on the normal date. If the Executive Director is not a Good Leaver, unvested awards will lapse. Good Leaver for these purposes includes leaving on retirement, ill health, injury or disability, as a result of death in service and other circumstances determined by the Committee – Generally, awards will vest on the date of death, having regard to the extent to which any performance conditions have been achieved and any holding period will come to an end (and subject to time pro-rating unless the Committee decides otherwise) – Awards will vest immediately on a change of control subject to performance and time pro-rating will be applied (unless the Committee decides otherwise) unless the outstanding shares are exchanged for equivalent new awards – In exceptional circumstances, the Compensation Committee may determine that an award will vest on a different basis RSP awards – Provided the Executive Director is a Good Leaver, awards will vest subject to the operation of the performance underpin which is applied by the Committee following the end of the vesting period and (unless the Committee decides otherwise) time pro-rating. Awards will vest on the normal date. If the Executive Director is not a Good Leaver, unvested awards will lapse. Good Leaver for these purposes includes leaving on retirement, ill health, injury or disability, as a result of death in service and other circumstances determined by the Committee – Generally, awards will vest on the date of death, having regard to the operation of the performance underpin, and any holding period will come to an end (and subject to time pro-rating unless the Committee decides otherwise) – Awards will vest immediately on a change of control subject to the operation of the performance underpin and time pro-rating will be applied (unless the Committee decides otherwise) unless the outstanding shares are exchanged for equivalent new awards – In exceptional circumstances, the Compensation Committee may determine that an award will vest on a different basis WPP ANNUAL REPORT 2025 112 CORPORATE GOVERNANCE COMPENSATION COMMITTEE REPORT

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OTHER COMMITTEE DISCRETIONS NOT SET OUT ABOVE Leaver status: the Committee has the discretion to determine an Executive Director’s leaver classification considering the guidance set out within the relevant plan rules. Settlement agreements: the Committee is authorised to reach settlement agreements with departing Executive Directors, informed by the default position set out above, such agreements may include the provision of outplacement support. Minor amendments to the Policy: the Committee has the discretion to make minor changes to the Policy set out above, for reasons which may include, but are not limited to, ensure ongoing compliance with regulatory, administrative, tax, exchange control or legal requirements, without obtaining shareholder approval for that amendment. Legacy arrangements: The Committee reserves the right to make any remuneration payments and payments for loss of office (including exercising any discretions available to it in connection with such payments), notwithstanding that they are not in line with the Policy set out in this report, where the terms of payment were agreed (i) before the Policy came into effect (provided that the commitment to make the payment complied with any applicable Compensation Policy at the time of the Company at the time it was agreed) or (ii) at a time when the relevant individual was not a Director of the Company. For these purposes, ‘payments’ includes the satisfaction of awards of variable remuneration and, in relation to awards of shares, the terms of the payment which are agreed at the time the award is granted. EXTERNAL APPOINTMENTS Executive Directors are permitted to serve as non-executives on the boards of other organisations. If the Company is a shareholder in that organisation, non-executive fees for those roles are waived. However, if the Company is not a shareholder in that organisation, any non-executive fees can be retained by the office holder. PAYMENTS AND AWARDS IN EXCEPTIONAL CIRCUMSTANCES In unforeseen and exceptional circumstances, the Committee retains the discretion to make emergency payments and awards which might not otherwise be covered by this Policy. This may include the utilisation of the provisions of Listing Rule 9.3.2. The Committee will not use this power to exceed the recruitment policy limit, nor will awards be made in excess of the limits set out in the Directors’ Compensation Policy table. An example of such an exceptional circumstances could include the untimely death of a Director, requiring another Director to take on an interim role until a permanent replacement is found. MALUS & CLAWBACK POLICY WPP operates a Malus & Clawback Policy to which certain awards under the Compensation Policy may be subject. The Malus & Clawback Policy is managed by the Committee who also have the power to amend it from time to time, to ensure, for example, it reflects current governance and regulatory requirements. The Malus & Clawback Policy applies to awards under the STIP and EPSP together with any other share awards which may be made, for example on recruitment, and subject to approval of the 2026 Compensation Policy by our shareholders will also apply to the RSP awards. Circumstances in which the operation of the Malus & Clawback Policy may be triggered are comprehensive and include actions or failures to act by the participant (covering fraud, misconduct, misbehaviour, non compliance with internal rules and policies, breach of restrictive covenants, failure to supervise others resulting in a trigger event, inducing others to breach obligations) together with material risk management or controls failures, significant downturns in financial performance, financial misstatement which resulted in a greater level of payment or vesting than would otherwise have been the case and any other circumstance which in the opinion of the Committee justify its operation. Malus may be operated over the period from the date of grant to the date of vesting. This allow awards which have not yet vested to be reduced, cancelled or forfeited. Clawback may be operated over the three-year period from vesting. This allows the recovery of amounts relating to awards which have been settled, including via reducing or lapsing other awards held, deduction from payments due or direct reclamation. The Committee considers these periods are appropriate given the design of the Group’s incentive arrangements and business cycle. WPP ANNUAL REPORT 2025 113 CORPORATE GOVERNANCE COMPENSATION COMMITTEE REPORT

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DIRECTORS’ COMPENSATION POLICY TABLE – CHAIR AND NON-EXECUTIVE DIRECTORS The following table sets out details of the ongoing compensation elements for WPP’s Chair and Non-Executive Directors. No element of pay is performance-linked. Minor changes have been made including to permit the future potential payment of fees in shares, to ensure continued alignment with the market and best practice. Base fees To reflect the skills, experience and time required to undertake the role. The Chair and Non-Executive Directors receive a ‘base fee’ in connection with their appointment to the Board. An overall cap on all non-executive fees, excluding consultancy fees, will apply consistent with the prevailing and shareholder-approved limit in the Articles of Association. Additional fees To reflect the additional time required in any additional duties for the Company. Non-Executive Directors are eligible to receive additional fees in respect of serving as: – Senior Independent Director – Chair of a Board Committee – Member of a Board Committee – Consultancy fees in respect of other work that falls outside the remit of their role for the Company Additional fees or other payments may be paid to reflect additional responsibilities, roles or contribution as appropriate. An overall cap on all non-executive fees, excluding consultancy fees, will apply consistent with the prevailing and shareholder-approved limit in the Articles of Association. Consultancy fees will be set on a discretionary basis, taking account of the nature of the role and time required. Fees and Additional fees are typically reviewed annually and consider the skills, experience and time required to undertake the role, and any additional duties as well as fee levels in similarly-sized UK companies. Although Non-Executive Directors currently receive their fees and any additional fees in cash, the Company may pay part or all of their fees and any additional fees in the form of shares. Benefits and allowances To enable the Chair and Non-Executive Directors to undertake their roles. The Company will reimburse the Chair and Non-Executive Directors for all reasonable and properly documented expenses incurred in performing their duties of office. The Company may provide additional allowance to facilitate the operation of the Board such as a travel allowance for attendance at international meetings. In the event that the reimbursement of these expenses gives rise to a personal tax liability for the Chair or Non-Executive Director, the Company retains the discretion to meet this cost (including, where appropriate, costs in relation to tax advice and filing). The Company may provide additional benefits or cash allowances to the Chair including, but not limited to, use of car, office space and secretarial support where considered appropriate and necessary. Benefits and allowances for the Chair and Non-Executive Directors will be set at a level that is appropriate for the performance of the role. OTHER CHAIR AND NON-EXECUTIVE DIRECTOR POLICIES LETTERS OF APPOINTMENT FOR THE CHAIR AND NON-EXECUTIVE DIRECTORS Letters of appointment have a one- to two-month notice period and there are no payments due on loss of office. APPOINTMENTS TO THE BOARD Letters of appointment will be consistent with the current terms as set out in this Annual Report. The Chair and Non-Executive Directors are not eligible to receive any variable pay. Fees for any new Non-Executive Directors will be consistent with the operating policy at their time of appointment. In respect of the appointment of a new Chair, the Committee has the discretion to set fees considering a range of factors including the profile and prior experience of the candidate and external market data. SHAREHOLDING Non-Executive Directors are encouraged to hold shares in the Company. The ownership guideline is to reach a shareholding equal to one times annual base fee within a three-year period. WPP ANNUAL REPORT 2025 114 CORPORATE GOVERNANCE COMPENSATION COMMITTEE REPORT

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ANNUAL REPORT ON COMPENSATION This section of the report sets out details of how the Directors’ Compensation Policy was implemented in 2025. Payments have been made in accordance with the current Directors’ Compensation Policy, approved by shareholders at the 2023 AGM. The information included in this section has been audited where stated. GOVERNANCE IN RELATION TO COMPENSATION During 2025, there were five scheduled and ten unscheduled Compensation Committee meetings. The number of meetings was higher than usual as a result of the CEO transition and Directors' Compensation policy review. A table of Board and Committee attendance can be found on page 77 and the detail of key activities discussed is set out below. The Committee members have no personal financial interest (other than as a shareholder as disclosed on page 127) in the matters to be decided by the Committee, potential conflicts of interest arising from cross-directorships, or day-to-day involvement in running the matter during 2025, during which period no remuneration-related advice was provided. Deloitte also provided other advisory services during the year. Deloitte was appointed independent advisor to the Committee in November 2024 following completion of the final Group audit in respect of the 2023 financial year and the transition to our current external auditors. The Committee is satisfied that no conflict of interest exists or existed in the provision of services and that Deloitte was objective and independent. Deloitte is a member of the Remuneration Consultants Group and its Voluntary Code of Conduct is designed to ensure objective and independent advice is given to committees. Fees, chargeable on a time and material basis, in respect of advice to the Committee by Deloitte for 2025 were £226,200. Deloitte attended Committee meetings by invitation. Deloitte does not have any other connection to WPP or its Directors. The Committee also receives external legal advice, where required, to assist it in carrying out its duties. Company’s businesses. The terms of reference for the Compensation Committee are available on the Company’s website. ADVISORS TO THE COMPENSATION COMMITTEE The Committee invites certain individuals to attend meetings, including the Chief Executive Officer, Chief Financial Officer, the Company Secretary, the Chief People Officer (who are not present when matters relating to their own compensation or contracts are discussed and decided) and the Global Reward Director. The latter two individuals provide a perspective on information reviewed by the Committee and are a conduit for requests for information and analysis from the Committee’s external advisors. EXTERNAL ADVISORS The Committee retains Deloitte as its independent advisor. Deloitte advised the Committee during 2025 on all aspects of remuneration for Executive Directors and senior management. As the former external auditor, Deloitte provided advice relating to a legacy audit EXECUTIVE DIRECTOR CHANGES DURING THE YEAR As referenced in the Committee Chair’s letter, Cindy Rose was appointed CEO on 1 September 2025 and Mark Read stepped down as CEO and from the Board on the same date. Andrew Scott stepped down as COO and from the Board on 31 December 2025, although he continues as an employee. Details of Cindy’s compensation arrangements on hire, Mark’s departure arrangements together with details of the implications for Andrew’s subsisting awards on his stepping down from the Board, are set out below. CINDY ROSE’S COMPENSATION PACKAGE Cindy’s compensation package has been determined in accordance with the current shareholder-approved Directors’ Compensation Policy and is detailed below. Cindy Rose (Appointed 1 September 2025) Base Salary – £1,250,000 Benefits Allowance/Benefits – £35,000 per annum – Cindy is required to work in both the UK and US. To facilitate her work in the US, an apartment is provided by the Company. Where this is considered a benefit by the relevant tax authorities, it will be reported as such in our Directors’ Compensation Report, grossed up for the relevant taxes Pension – Company pension contribution or cash allowance in lieu of pension contribution of 10% of base salary Short term incentive plan (STIP) opportunity – Up to 250% of base salary; with mandatory deferral into shares (ESA) of at least 40% of total award Long term incentive opportunity – Executive Performance Share Plan (EPSP) – EPSP awards of up to 400% of base salary As announced on 10 July 2025, Cindy was appointed on a base salary of £1,250,000. The Committee carefully considered the compensation package on appointment, recognising that while the salary was at a premium to her predecessor, it was required to secure a high-calibre candidate from the technology sector. WPP ANNUAL REPORT 2025 115 CORPORATE GOVERNANCE COMPENSATION COMMITTEE REPORT

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Cindy Rose also received buy-out awards to compensate for the forfeiture of incentive awards from her previous employer. These awards were determined in accordance with the Policy, such that the structure and value of the awards made were informed by the structure and value of those entitlements forfeited, and the performance targets, time horizon and method of payment was set in an appropriate manner by the Committee: – A cash payment in September 2025 of £856,790 representing the annual cash bonus of £441,000 forfeited at her former employer, together with forfeited stock awards which would have vested in August 2025 of £415,790 – To compensate for restricted stock awards forfeited at her former employer, a restricted stock award of £5,085,376 vesting quarterly over the period to September 2030. Further detail of the buy-out share award is provided on page 121 Cindy was also provided with assistance towards her legal and tax-related professional fees in relation to her service agreement and buy-out arrangements. This amounted to £87,396 and is reported as a benefit in kind in the single figure table. MARK READ Mark announced his intention to retire from the Board on 9 June 2025. He stepped down as CEO and retired from the Board on 31 August 2025. He will be treated as a good leaver for the purposes of his unvested ESA and EPSP awards. Mark continued to work with Cindy to support the transition and subsequent to this was placed on garden leave on 14 November 2025 for the balance of his notice period, which will end on 8 June 2026. His compensation arrangements which are in line with the Directors’ Compensation Policy in place at the time, are summarised below: Fixed elements of compensation (base salary, benefits, pension/cash in lieu) – These will continue to be paid monthly until the cessation of Mark’s employment on 8 June 2026 – Base salary remains £1,155,000, Benefits allowance £35,000 and pension cash in lieu at a rate of 10% of base salary Short-term incentive plan (STIP) – Mark remained eligible for the 2025 STIP for the proportion of the 2025 financial year until his garden leave commenced. As noted on pages 119 and 125 no award was made under the 2025 STIP – He is not eligible for the 2026 STIP – Any unvested ESA awards held will vest in full on their usual vesting date Executive Performance Share Plan (EPSP) – No further awards will be made – Mark remained eligible for the 2023 EPSP which lapsed in full on 6 March 2026 – In flight 2024 and 2025 EPSP awards will vest subject to both the achievement of performance conditions and time proration and on their normal vesting dates Further detail of the payments made to Mark during the financial year after he stepped down from the Board are set out on page 125. ANDREW SCOTT In line with the announcement made on 29 August, Andrew stepped down from the Board and from his role as Chief Operating Officer on 31 December 2025. He remains an employee of WPP, as a result and in accordance with the Policy, Andrew retains his unvested ESA and EPSP awards. ACTIVITY DURING THE YEAR The key activities of the Compensation Committee are set out below. In addition to the specific items outlined, the Committee reviews any compensation matters relating to the Executive Directors and the Executive Committee, as well as all compensation governance matters. 2025 TIMELINE OF KEY EVENTS AND ACTIVITIES Q1 Q2 Q3 Q4 – Determined performance outcomes for 2022 EPSP awards, including whether adjustments would be appropriate – Considered 2024 STIP in the context of performance during the year – Considered appropriate metrics and targets and set targets for 2025 STIP and 2025 EPSP – Reviewed and approved 2024 Compensation Committee Report – Reviewed the Executive Directors’ base salaries – Reviewed Executive Committee base salaries – Received an update on Executive Compensation market practice and landscape – Directors’ Compensation Policy review – CEO succession planning – Agreement of terms for departure of former CEO – Received an update on the wider workforce providing an overview of the workforce composition and compensation of employees at WPP – Received a corporate governance update – Agreement of terms for appointment of new CEO – Consideration of Directors’ Compensation Policy proposals in advance of initial consultation – Received a further update on corporate governance landscape – Considered performance metrics for 2026 STIP and EPSP awards – Received an update on the shareholders’ initial consultation in respect of proposed changes to Directors’ Compensation Policy – Reviewed proposed Directors’ Compensation Policy changes in context of feedback from initial consultation   To learn more, see wpp.com/about/corporate-governance WPP ANNUAL REPORT 2025 116 CORPORATE GOVERNANCE COMPENSATION COMMITTEE REPORT

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STATEMENT OF SHAREHOLDER VOTING The result of the shareholder vote at the Company’s 2025 AGM in respect of the 2024 Compensation Committee Report and at the 2023 AGM in respect of the Directors’ Compensation Policy is set out below: Voting outcome for 2024 Compensation Committee Report at the 2025 AGM Votes for Votes against Votes cast Votes withheld Resolution Number % Number % Number Number To approve the Compensation Committee Report 825,469,085 87.00 123,294,722 13.00 948,763,807 163,607 Voting outcome for 2023 Directors’ Compensation Policy at the 2023 AGM Votes for Votes against Votes cast Votes withheld Resolution Number % Number % Number Number To approve the Compensation Policy 827,195,868 91.60 75,887,013 8.40 903,082,881 185,601 2025 COMPENSATION The decisions made with respect to 2025 compensation were made in line with the 2023 Directors’ Compensation Policy, approved by shareholders at the AGM in 2023. EXECUTIVE DIRECTORS’ TOTAL COMPENSATION RECEIVED (AUDITED) Single total figure of compensation. Base salary £000 Benefits £000 Pension £000 Total fixed £000 Short-term incentive Long-term incentive £000 Other - Previous employer buy-outs2 £000 Total variable £000 Total annual compensation £000 Cash £000 Deferred £000 Cindy Rose1 2025 417 165 42 624 – 261 – 5,942 6,203 6,827 Joanne Wilson 2025 760 36 76 872 – 190 – 190 1,062 2024 750 32 75 857 405 270 318 993 1,850 Andrew Scott3 2025 745 36 75 856 – – – – 856 2024 735 32 73 840 330 220 680 1,230 2,070 Mark Read4 2025 770 26 77 873 – – – – 873 2024 1,140 38 114 1,292 682 455 1,372 2,509 3,801 1 Cindy Rose was appointed CEO on 1 September 2025. This table shows her compensation from her appointment as an Executive Director to 31 December 2025. Prior to her appointment as CEO Cindy served as a Non-Executive Director and details of her fees whilst holding this office from 1 January to 31 August 2025 are shown in the table on page 125 2 Cindy Rose received buy-out awards to compensate for the loss of incentive awards at her previous employer. This comprised cash of £856,790, and a buy-out restricted share award which will vest quarterly over the period to 30 September 2030. As required by the reporting regulations, the full value of Cindy’s buy-out share award of £5,085,376 is required to be reflected in this financial year. Further details are set out in the Supplementary disclosure below and on page 121 3 Andrew Scott stepped down from the Board on 31 December 2025. He remains an employee of the Group 4 Mark Read stepped down as CEO and from the Board with effect from 1 September 2025 and will cease employment on 8 June 2026 at the end of his notice period. His compensation shown above reflects the period to 31 August 2025, whilst he was an Executive Director. Details of the payments he received in the period 1 September to 31 December 2025 are reported under Payments to past directors on page 125 SUPPLEMENTARY DISCLOSURE IN RESPECT OF CINDY ROSE’S 2025 COMPENSATION The single figure table above reflects the statutory basis of disclosure. However the table below sets out Cindy Rose’s 2025 compensation, reflecting under “Other - Previous employer buy-outs” only the elements of the buy-out awards which were received or vested in 2025. The unvested tranches of Cindy’s buy-out restricted share award which are due to vest over the next five financial years (2026 to 2030), have been excluded. (Further details of Cindy’s buy-out restricted share award are set out on page 121). Base salary £000 Benefits £000 Pension £000 Total fixed £000 Short-term incentive Long-term incentive £000 Other - Previous employer buy-outs1 £000 Total variable £000 Total annual compensation £000 Cash £000 Deferred £000 Cindy Rose 2025 417 165 42 624 – 261 1,250 1,511 2,135 1 “Other - Previous employer buy-outs” represents the aggregate of the buy-out cash payments of £856,790 made in 2025 plus the grant value of the tranche of the buy-out restricted share award which vested in December 2025 of £392,858 WPP ANNUAL REPORT 2025 117 CORPORATE GOVERNANCE COMPENSATION COMMITTEE REPORT

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FIXED ELEMENTS OF COMPENSATION (AUDITED) BASE SALARY Effective date of salary review Increase made % Annual base salary from 1 July 2025 £000 Base salary received in 2025 £000 Cindy Rose1 1 September 2025 n/a 1,250 417 Joanne Wilson 1 July 2025 0.0 760 760 Andrew Scott 1 July 2025 0.0 745 745 Mark Read1 1 July 2025 0.0 1,155 770 1 For Cindy Rose and Mark Read the amounts of base salary received are for their respective periods in office as Executive Directors during 2025 (from 1 September 2025 and to 31 August 2025 respectively) The base salaries of Mark Read, Joanne Wilson and Andrew Scott were reviewed in May 2025 in line with a salary review which took place throughout the company. Having regard to the shareholder experience and wider commercial context, and the approach taken for the wider workforce, the Committee decided it was not appropriate to increase the Executive Directors’ base salaries during 2025. BENEFITS 2025 Benefits Benefits allowance £000 Board meeting attendance1 £000 Other £000 2025 Total Benefits £000 Cindy Rose2 12 2 1513 165 Joanne Wilson 30 6 36 Andrew Scott 30 6 36 Mark Read2 23 3 26 1 Amounts shown reflect the gross value of expenses related directly to attendance at Board meetings and deemed to be taxable benefits by the UK tax authorities 2 For Cindy Rose and Mark Read the amounts shown are for their respective periods in office as Executive Directors during 2025 (from 1 September 2025 and to 31 August 2025 respectively) 3 Other comprises the taxable benefit associated with the provision of an apartment in New York to facilitate the CEO’s dual location role of £64k, and one-off benefits associated with assistance towards professional fees in connection with her service agreement and buy-out arrangements of £87k PENSION Executive Directors’ pension provisions are aligned with the wider UK workforce at 10% of base salary. In 2025 Cindy Rose, Mark Read and Andrew Scott received their pension allowance as a cash payment, Joanne Wilson received hers as a combination of company pension contribution and cash payment. 2025 Benefits £000 Cindy Rose1 42 Joanne Wilson 76 Andrew Scott 75 Mark Read1 77 1 The amounts shown for Cindy Rose and Mark Read are for their respective periods in office during 2025 (from 1 September 2025 and to 31 August 2025 respectively) WPP ANNUAL REPORT 2025 118 CORPORATE GOVERNANCE COMPENSATION COMMITTEE REPORT

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SHORT-TERM INCENTIVE (AUDITED) 2025 STIP OUTCOME 2025 STIP Financial 2025 STIP Individual 2025 STIP Total 2025 STIP Award Actual outcome (%) (out of 75%) Actual outcome (%) (out of 25%) Actual outcome (%) (out of 100%) Maximum bonus (% of base salary) Actual 2025 STIP (% of base salary) Total £000 Cash element (0%) £000 Deferred (ESA) element (100%)1 £000 Cindy Rose2 0.00 25.00 25.00 250 62.50 261 – 261 Joanne Wilson 0.00 10.00 10.00 250 25.00 190 – 190 Andrew Scott 0.00 0.00 0.00 200 0.00 – – – Mark Read2 0.00 0.00 0.00 250 0.00 – – – 1 Executive Share Awards (ESAs) are made over WPP shares and are expected to be granted in early May 2026. They will vest, subject to continued employment, in March 2028. Under the Policy a maximum of 60% of a STIP Award may be made in cash and a minimum of 40% of a STIP Award must be made as an ESA 2 For Cindy Rose and Mark Read the amounts shown for the 2025 STIP in the table above are also prorated for their respective periods in office during 2025 (from 1 September 2025 (122 days) and to 31 August 2025 (243 days) respectively) The 2025 STIP amounts earned by the Executive Directors in respect of performance during 2025 are set out above. Performance against the STIP financial objectives was below threshold. Performance against the 2025 STIP individual strategic objectives was assessed as outlined below. As permitted under the Policy, in making the 2025 STIP Awards, the Committee decided that the full amount would be in the form of an Executive Share Award (ESA) over ordinary shares, which will vest in March 2028, subject to continued employment, and no cash element was awarded. Typically under the Policy, where a STIP Award is made, 60% is delivered in cash and 40% deferred as an ESA. The STIP is non-pensionable. PERFORMANCE AGAINST 2025 FINANCIAL OBJECTIVES (75% OF AWARD) The financial bonus targets and outcomes for the year are set out in the table below. Performance against all financial objectives is calculated on a ‘like-for-like’ basis other than headline operating margin, which is calculated on a constant currency basis. Measure Weighting (as portion of financial element) Threshold (0% payable) Target (50% payable) Maximum (100% payable) Actual performance % of award achieved Headline operating margin improvement 1/2 0.0% 0.1% 0.2% -1.8% 0.0 Like-for-like revenue less pass-through costs growth 1/2 0.0% 0.6% 2.0% -5.4% 0.0 Total achieved (out of 75% maximum) 0.0 PERFORMANCE AGAINST 2025 INDIVIDUAL STRATEGIC OBJECTIVES (25% OF AWARD) Non-financial performance priorities were set in early 2025 for Joanne Wilson, Andrew Scott and the then CEO, Mark Read, and for the new CEO, Cindy Rose, shortly following her appointment. The Committee assessed performance of each of the individual Executive Directors (and the former CEO) against these priorities in 2025 holistically and in the context of the wider business performance. It determined an award of 25.0% for Cindy Rose and an award of 10.0% for Joanne Wilson out of a maximum of 25% were appropriate. In respect of the outgoing Executive Directors, Andrew Scott and Mark Read, the Committee recognised their contribution, including the delivery of a proportion of non-financial objectives, however after due consideration, given the outcome against the STIP financial metrics, the performance of the Company and the wider stakeholder experience, the Committee determined it was not appropriate for any 2025 STIP award to be made based on non-financial performance. A summary of the key individual 2025 STIP priorities for Cindy and Joanne are summarised below. CINDY ROSE – NON-FINANCIAL PERFORMANCE Area Performance from 1 September 2025 Strategy This has been Cindy’s main focus since joining. She has led a critical review of the business and the development and launch of our Elevate28 business strategy (launched 26 February 2026) Business transformation and simplification Review of existing structures and substantial finalisation of plans (and implementation of some elements) to become a simpler more integrated company under our Elevate28 strategy Data & technology Full integration of and deployment of Open Intelligence into WPP Open Secured a five-year extension to our partnership with Google; and expanded our partnership with Adobe Further developed WPP Open with launch of WPP Open Pro (self-service) and Agent Hub (internal app store for AI agents) Clients/New business Re-orientation of our go-to-market around a more integrated client proposition with media and data at the core. Client Solutions Architects and Growth teams established to cross sell services more effectively and integrate new business capabilities Improved performance in Q4 2025 in securing new business. A number of major new client wins and retentions (including with the UK government) and expansion and consolidation of major key global accounts (including Reckitt, Henkel and Kenvue) Leadership team Refreshed the Executive Committee and wider leadership teams to ensure the right talent in place to lead delivery of the Elevate28 strategy Total achieved (out of 25% maximum) The Committee and Board considered Cindy had made an exceptional start 25.0% WPP ANNUAL REPORT 2025 119 CORPORATE GOVERNANCE COMPENSATION COMMITTEE REPORT

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JOANNE WILSON – NON-FINANCIAL PERFORMANCE Joanne's non-financial objectives comprised both collective (15%/25%) and personal (10%/25%) priorities. Her personal priorities are shown below. Area 2025 Performance Capital Markets Delivered a highly successful €1 billion bond issue to refinance the September 2026 maturity, securing tight pricing supported by a 2.9 times oversubscribed book. The transaction reinforced market confidence in WPP and enhanced the Group's long-term funding resilience Business transformation and simplification Restructuring costs significantly reduced year-on-year and were below the budgeted level for the year ERP road map on track Disciplined approach to cost savings resulting in a reduction of 8.3% in headline operating costs Continued focus on operational efficiencies with Shared Service Centre optimisation progressed and Global Finance target savings on track Data and technology Increased investment in WPP Open together with reallocation of central overhead spend Groundwork established for future gains in operational efficiencies through increased use of WPP Open and AI Total achieved (out of 25% maximum) The Committee considered Joanne had performed strongly against her personal non-financial priorities 10.0% 2024 ESAS GRANTED IN 2025 (AUDITED) The deferred ESA element of the 2024 STIP (which was earned in respect of the 2024 financial year) was granted over ordinary shares in May 2025. The awards are subject to no further performance conditions, other than continued employment, and are expected to vest in March 2027. Number of shares awarded Face value at date of grant1,2 £000 Joanne Wilson 46,667 269 Andrew Scott 38,015 219 Mark Read3 78,664 454 1 Face value is the value of the ESA element of the 2024 STIP awards and the number of shares awarded is calculated based on the closing share price on the day preceding the date of award 2 The awards were granted on 7 May 2025; the share price immediately preceding the date of award was £5.782 3 Mark Read was in office as an Executive Director at the date of award LONG-TERM INCENTIVES (AUDITED) VESTING OF 2023-2025 EPSP AWARD Vesting of the 2023 EPSP award was dependent on performance against three measures, all assessed over a three-year period: – Average ROIC – Cumulative AFCF – WPP’s relative TSR, measured against two peer groups each carrying equal weighting. A sector peer group comprising Dentsu, Interpublic, Omnicom and Publicis and the FTSE 100 peer group. Each peer carries an equal weighting. Measurement is performed on a local and common currency basis The performance against all metrics was below threshold for the performance period, resulting in zero vesting of the 2023 EPSP awards which lapsed in full on 6 March 2026. Performance measure Weighting Threshold (20% vesting) Maximum (100% vesting) Actual % of maximum achieved ROIC 1/3 17.5% 19.5% Below threshold, 16.1% 0.0 AFCF 1/3 £3,500m £4,500m Below threshold, £2,955m 0.0 Relative TSR FTSE 100 peer group (common currency) 1/3 Median Upper decile Below threshold 0.0 Relative TSR Sector peer group (common & local currency) Below threshold Total vesting (% of maximum) 0.0 Number of shares awarded Number of shares awarded lapsed1 Total number of shares vesting Joanne Wilson 240,645 (240,645) – Andrew Scott 224,339 (224,339) – 1 The 2023 EPSP awards lapsed in full on 6 March 2026. The 2023 EPSP award held by the former CEO, Mark Read also lapsed in full on this date, see page 125 WPP ANNUAL REPORT 2025 120 CORPORATE GOVERNANCE COMPENSATION COMMITTEE REPORT

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ADDITIONAL SHARE AWARD – BUY-OUT AWARD Cindy Rose received a buy-out restricted share award to compensate for the forfeiture of restricted share awards at her previous employer (which carried no performance conditions). This award was determined in accordance with the Policy and the nature and time horizon of the awards forfeited. Shares subject to the buy-out share award will vest quarterly over the period to September 2030 as summarised below. Face value at grant1 £000 Number of shares awarded Date of grant Year of vesting Quarterly vest dates within year Total number of shares 5,085 1,137,233 8 September 2025 2025 December2 87,854 2026 March, June, September, December 433,725 2027 264,854 2028 198,141 2029 111,495 2030 March, June, September 41,164 Dividend equivalents do not accrue on the award. 1 Face value at grant is calculated using the average closing price of a WPP ordinary share over the three-month period preceding the date of grant of £4.4717 2 The quarterly vest of 87,854 shares in December 2025, resulted in 1,049,379 shares outstanding in relation to this award at 31 December 2025 as reported on page 127 The forfeited awards and the buy-out award to be granted were each valued using the three-month average share price over the period immediately prior to the date of grant and translated using a three-month average exchange rate over the same period. The buy-out award was granted as a conditional award under the EPSP. Vesting of the award is subject to continued employment. Malus and clawback provisions apply. As the buy-out share award carries no performance conditions, the full value is reflected in the 2025 Single total figure of compensation table (see page 117). GRANTING OF 2025-2027 EPSP AWARDS In 2025, the Executive Directors were granted awards under the EPSP as approved by shareholders in 2020. Each year prior to the grant of the EPSP awards the Committee carefully considers the performance metrics and targets to be used. The Committee concluded that for the 2025 EPSP awards, ROIC, AFCF and relative TSR continued to be appropriate metrics. The targets for each of the metrics for the 2025 EPSP awards were set based on detailed medium-term financial plans and robust modelling, with reference to analyst consensus estimates. Definition of measure ROIC (Return on invested capital) Final year ROIC in the performance period calculated as: Headline operating profit/Invested capital Where invested capital = (Opening net assets + closing net assets)/2 + average net debt + average lease liabilities (opening lease liabilities + closing lease liabilities)/2 AFCF (Adjusted free cash flow) A cumulative AFCF for each of the three years in the performance period. Adjusted free cash flow is calculated as cash generated by operations plus dividends received from associates, interest received, investment income received and proceeds from the issue of shares, less interest and similar charges paid, dividends paid to non-controlling interests in subsidiary undertakings, repayment of lease liabilities (including interest) and purchases of property, plant and equipment, and purchases of other intangible assets over the course of the performance period. Relative TSR (Total shareholder return) TSR performance will be calculated, both on a common and local currency basis, by reference to two peer groups each carrying equal weighting, as illustrated below: Sector peer group 50% weighting Dentsu, IPG, Omnicom, Publicis and Havas from the date of completion of the IPG Omnicom merger (all peers equally weighted) FTSE 100 peer group 50% weighting Constituents of the FTSE 100 at the start of the performance period, excluding financial services, natural resources and utilities WPP ANNUAL REPORT 2025 121 CORPORATE GOVERNANCE COMPENSATION COMMITTEE REPORT

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The table below summarises the awards granted and the performance conditions against which participants will be measured. Awards granted in 2025 Basis and level of award (% of salary) Number of shares awarded1 Face value at date of grant2,3 £000 Joanne Wilson 300 361,617 2,279 Andrew Scott 300 354,480 2,235 Mark Read4 390 714,432 4,504 1 The awards are granted in the form of nil cost options which are exercisable for the period of three months from the date of vesting 2 Face value is calculated based on the five-day average share price preceding the date of award 3 The awards were granted on 12 March 2025; the five-day average share price preceding the date of award was £6.305 4 Mark Read was an Executive Director on the date of grant, 12 March 2025, accordingly his grant is reported Performance measure ROIC AFCF Relative TSR Weight One‑third One-third One-third Nature Final Year Cumulative Relative to peers Performance zone (threshold to maximum) 16.75%-19.25% £3,000m-£4,000m Median to upper decile Payout For performance below threshold there is nil vesting. 20% vesting occurs at threshold performance and increases on a sliding scale basis to 100% vesting at maximum Performance period 1 January 2025 to 31 December 2027 Holding period 1 January 2028 to 31 December 2029 MALUS & CLAWBACK PROVISIONS WPP’s Malus & Clawback Policy applies to awards under the STIP and EPSP together with any other share awards which may be made, for example on recruitment. The Policy is managed by the Committee. Circumstances in which the operation of the Policy may be triggered are comprehensive and include where there is evidence of fraud or misconduct by a participant, or a material financial misstatement which resulted in a greater level of payment or vesting than would otherwise have been the case. Further details are provided on page 113. Malus may be operated over the period from the date of grant to the date of vesting. This allows awards which have not yet vested to be reduced, cancelled or forfeited. Clawback may be operated over the three-year period from vesting. This allows the recovery of amounts relating to awards which have been settled, including via reducing or lapsing other awards held, deduction from payments due or direct reclamation. The Committee considers these periods are appropriate given the design of the Group’s incentive arrangements and business cycle. The operation of the Malus & Clawback Policy was not triggered in the current financial year. WPP ANNUAL REPORT 2025 122 CORPORATE GOVERNANCE COMPENSATION COMMITTEE REPORT

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ALIGNING PAY AND PERFORMANCE As set out in the Directors’ Compensation Policy, the Committee’s objective is to align variable compensation with the key strategic priorities of WPP, maximising the link between pay and performance. The following graph and table demonstrate the relationship between pay and performance over the last ten years for the CEO. The graph shows WPP’s performance against both the performance of the FTSE 100 and FTSE 250 over the ten-year period to 31 December 2025. TSR is rebased to £100 from 1 January 2016 to show the value of a hypothetical £100 holding. The FTSE 100 has been included as a comparator as the company was a constituent member of the index for the vast majority of the period and became a member of the FTSE 250 index in December 2025. With respect to 2018 and 2025, the pay for both the current and previous CEO is included separately. HISTORICAL TSR PERFORMANCE1 WPP FTSE 100 FTSE 250 (£) 2019 20212018201720162015 2020 2022 20242023 0 25 50 75 100 125 150 175 200 225 250 2025 £32 £170 £232 Source: Datastream 2016 2017 2018 MSS3 2018 MR 3 2019 2020 2021 2022 2023 2024 2025 (MR) 4 2025 (CR) 4 CEO total compensation (£000)2 48,148 13,930 3,085 965 2,594 1,136 3,799 6,682 4,498 3,801 873 6,827 Short-term incentive award against maximum (%) 60 0 0 30 55 0 100 89 46 39 0 25 Long-term incentive award against maximum (%) 100 73 33 33 15 5 0 2018: 0 2020: 67 2019: 0 2021: 67 49 0 N/A 1 Growth in the value of a hypothetical £100 holding over ten years versus the FTSE 100 and FTSE250 based on one-month average of trading day values 2 Calculated based on the methodology used for disclosing compensation in the single figure of compensation table 3 Sir Martin Sorrell (MSS) left the Company on 14 April 2018; Mark Read (MR) was appointed as Chief Executive Officer effective 3 September 2018 4 Mark Read stepped down as Chief Executive Officer on 31 August 2025 and Cindy Rose was appointed as Chief Executive Officer effective 1 September 2025 WPP ANNUAL REPORT 2025 123 CORPORATE GOVERNANCE COMPENSATION COMMITTEE REPORT

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SHORT-TERM INCENTIVE WEIGHTINGS AND MEASURES FOR 2026 As set out on page 97 the Committee reviewed the performance measures for 2026 to ensure continued alignment with the Company's Elevate28 strategy. The Group financial measures, in line with the Policy, will continue to have a 75% weighting. The focus on revenue growth and operating margin will be maintained, and the two financial metrics will be like-for-like revenue less pass-through costs growth and headline operating margin performance with equal weighting given to each to reinforce our focus on driving profitable growth. The non-financial performance (25% weighting) of the 2026 STIP opportunity will be based on specific individual objectives linked to our Elevate28 strategy. The Committee is of the view that the specific targets for the STIP are commercially sensitive, and it would be detrimental to the Company to disclose them in advance of, or during, the relevant performance period. To the extent targets are no longer commercially sensitive, they will be disclosed at the end of the relevant performance period in that year’s Annual Report, as has been done in previous years. EPSP MEASURES AND TARGETS FOR 2026 As outlined on page 97 the Committee reviewed the performance measures for the 2026 awards to ensure continued alignment with the Company’s Elevate28 strategy. As a result, a new relative organic revenue growth (ORG) measure has been introduced; the relative TSR measure has been adjusted to focus on relative media sector performance only and the weightings of the metrics have been rebalanced. Further details of these measures are set out below. The new relative ORG measure is introduced to reflect our focus on a return to competitive growth versus peers and will measure our growth in like-for-like revenue, relative to that of our direct sector peers (Dentsu, Havas, Omnicom, Publicis). The Committee carefully considered the calibration of the targets within this new metric, to ensure they drive our ambition to return to an industry-leading position of growth while being sufficiently incentivising, recognising our current relative position and the scale of transformation required. In light of our current position as lowest in the peer group and the level of stretch in moving to the next rank in the group, an element of the EPSP award will vest for each relative step improvement in competitive growth versus direct sector peers. The relative TSR peer group includes direct sector peers (Dentsu, Havas, Omnicom, Publicis) and the World Media DS Agencies as a single constituent - this index was considered the most relevant given it includes direct sector peers as well as a range of companies across Europe, US and Asia. All TSR peer group constituents are equally weighted. These changes reflect both the Committee's view and feedback from investors during the 2026 Policy consultation process. Targets will be kept under review for future awards. The table below shows the measures and targets against which performance will be assessed for the awards to be granted in 2026. The metrics and targets for the 2026 EPSP awards were agreed by the Committee prior to grant and were set following a robust target-setting process involving consideration of our detailed medium-term financial plans, financial modelling and reference to analyst consensus estimates. The Committee considers the measures and targets set to be appropriate and challenging given the wider business context. Performance measure AFCF Relative TSR ROIC Relative ORG Weight One-third One-third One‑sixth One-sixth Nature Cumulative Relative to sector peers Average Relative to key competitors Performance zone (threshold to maximum) £2,000m - £3,000m Median to upper quartile 15.0% - 21.0% 4th to 1st position Payout For performance below threshold there is nil vesting. 20% vesting occurs at threshold performance and increases to 100% vesting at maximum For below 4th position, nil vesting; at 4th position, (threshold performance) 20% vesting, incremental stepped increases to 100% at 1st position Performance period 1 January 2026 to 31 December 2028 Holding period 1 January 2029 to 31 December 2030 NON-EXECUTIVE DIRECTORS’ FEES Non-Executive Directors’ fees are reviewed annually by the Chair and Executive Directors to ensure the fees remain market competitive and reflect the responsibilities and time commitment of the role. No changes were made during 2025. The fees which have applied during 2025 and those effective on 1 January 2026 are shown in the table below. Effective date 1 January 2026 1 January 2025 £000 £000 Chair of the Board 575 575 Non-Executive Director 90 90 Senior Independent Director 40 40 Chair of Audit or Compensation or Sustainability Committee 40 40 Chair of Nomination and Governance Committee1 15 15 Member of Audit or Compensation Committee 20 20 Member of Nomination and Governance or Sustainability Committee 15 15 1 The Nomination and Governance Committee is chaired by Philip Jansen as part of his role as Chair, no additional fee is paid WPP ANNUAL REPORT 2025 124 CORPORATE GOVERNANCE COMPENSATION COMMITTEE REPORT

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NON-EXECUTIVE DIRECTORS’ TOTAL COMPENSATION RECEIVED (AUDITED) The single figure table below details the value of fees and taxable benefits received by the Non-Executive Directors during 2025 while they held a position on the Board. Fees £000 Benefits2 £000 Total £000 2025 2024 2025 2024 2025 2024 Philip Jansen, appointed 16 September 20241 575 37 56 1 631 38 Angela Ahrendts 160 153 53 39 213 192 Simon Dingemans 110 108 6 4 116 112 Sandrine Dufour 150 148 11 7 161 155 Tom Ilube 145 140 11 6 156 146 Cindy Rose3 83 120 6 9 89 129 Keith Weed 133 128 9 10 142 138 Jasmine Whitbread 145 140 10 12 155 152 Dr. Ya-Qin Zhang 105 100 8 9 113 109 1 Philip Jansen was appointed to the Board on 16 September 2024 and assumed the role of Chair on 1 January 2025 following Roberto Quarta’s retirement 2 Benefits include expense reimbursements for travel, accommodation and subsistence for attendance at Board meetings during the year and include the grossed-up cost of UK tax and national insurance paid by the Company on behalf of the Directors where applicable 3 Cindy Rose was appointed Chief Executive Officer on 1 September 2025. The amounts shown reflect the fees and benefits received in her capacity as Non-Executive Director to 31 August 2025 PAYMENTS TO PAST DIRECTORS (AUDITED) The payments made to Mark Read in the financial year, in the period from the time he ceased to be an Executive Director on 1 September 2025 to 31 December 2025 are summarised below: Base salary: There was no change to Mark’s annual base salary in this period. He received a total of £385,000. Pension: An amount of 10% of base salary of cash in lieu of pension contribution continued to be paid in this period. This amounted to £38,500. Benefits allowance: The annual benefits allowance continued to be paid. The total value of benefits received in the period was £11,667. STIP 2025: Mark remained eligible for the 2025 STIP in the period from 1 September until the commencement of his garden leave on 14 November 2025. As detailed in the Committee Chair’s letter and the STIP section on page 119, the 2025 STIP financial performance outcome was below threshold and whilst the Committee recognised Mark’s contribution, given the outcome against the STIP financial metrics, the performance of the Company and the wider stakeholder experience, it determined no award should be made based on non-financial performance. Consequently, no 2025 STIP is attributable to this period. 2023 EPSP: As outlined on pages 116 and 120 the vesting of Mark’s 2023 EPSP award, on the usual vesting date, was subject to the achievement of performance conditions all of which were below threshold. Accordingly his 2023 EPSP award lapsed in full on 6 March 2026. Mark Read’s employment is due to cease on 8 June 2026. No other payments were made to any other past directors during the financial year. PAYMENTS FOR LOSS OF OFFICE (AUDITED) No payments were made to directors in connection with loss of office in the financial year. WPP ANNUAL REPORT 2025 125 CORPORATE GOVERNANCE COMPENSATION COMMITTEE REPORT

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EXECUTIVE DIRECTORS’ INTERESTS (AUDITED) AND SHAREHOLDING REQUIREMENTS Executive Directors’ interests in the Company’s ordinary share capital are shown in the following table. Other than as disclosed in this table, no Executive Director had any interest in any contract of significance with the Group during the year. Each Executive Director has a technical interest as an employee and potential beneficiary in shares in the Company held under the Employee Share Ownership Plan Trusts (ESOPs). More specifically, the Executive Directors have potential interests in shares related to the outstanding awards under the EPSP and outstanding ESAs. As at 31 December 2025, the Company’s ESOPs (which are entirely independent of the Company and have waived their rights to receive dividends) held in total 277,825 shares in the Company (39,769 at 31 December 2024). Shareholding requirements Director Total beneficial interest1 Shares without performance conditions (unvested)2 Share/option awards with performance conditions (unvested)3 Total unvested shares Shareholding requirement as a % of base salary Actual share ownership as a % of base salary6 Commentary on progress Cindy Rose At 31 December 2025 104,480 1,049,379 0 1,049,379 600% 26% To be met by 2032At 12 March 20264,5 201,180 961,108 0 961,108 Joanne Wilson At 31 December 2025 65,981 70,186 914,850 985,036 300% 27% To be met by 2030At 12 March 20264,5 92,547 46,667 674,205 720,872 Andrew Scott At 31 December 2025 933,262 67,475 885,070 952,545 300% 386% Met Mark Read At 1 September 2025 1,126,328 142,133 1,782,769 1,924,902 600% 409% Not met 1 Beneficial interests in shares include, where relevant, interests of connected persons (as defined in s.96B(2) of the Financial Services and Markets Act 2000) 2 For Cindy Rose, these relate to the unvested tranches of her Buy-out award (see page 121 for further details). For Joanne Wilson, Andrew Scott and Mark Read, these relate to the 2023 and 2024 ESAs under the deferred element of the STIP. Additional dividend shares will be due on vesting of the ESAs 3 These relate to the maximum number of shares due on vesting pursuant to outstanding EPSP awards and buy-out awards with performance conditions. All EPSP awards currently held by the Directors have been made in the form of nil cost options which are exercisable for the period of three months following the date of vesting. No vested but unexercised nil cost option EPSP awards were held by the Executive Directors at 31 December 2025 or 12 March 2026. On 14 March 2025, Mark Read exercised nil cost options over 216,351 shares, resulting in a gain of £1,371,665 and Andrew Scott exercised nil cost options over 107,214 shares resulting in a gain of £679,736. These were both in respect of the 2022 EPSP which vested on 14 March 2025 and was reported in the 2024 Annual Report. The aggregate gain on exercise was £2,051,401 4 Movements to 12 March 2026 reflect the lapsing of the 2023 EPSP awards (see page 120) and vesting of the 2023 ESA for Joanne Wilson and a quarterly tranche vesting of the Buy-out award made to Cindy Rose in connection with the buyout of awards from her former employer (see page 121) 5 Total beneficial interests calculated at the last practicable date for this Annual Report 6 Actual share ownership as a percentage of base salary is calculated at 31 December 2025 using the average share price over the two months prior to 31 December 2025, other than for Mark Read, where the average share price over the two-month period prior to 1 September 2025, when he stepped down as an Executive Director, is used As detailed in the Directors’ Compensation Policy, the Executive Directors are required to achieve a minimum level of shareholding of WPP shares. The CEO is required to hold shares to the value of 600%, and the CFO and COO 300%, of base salary. All Executive Directors have seven years from the date they were appointed to their respective roles in which to reach the required level. Mark Read was in post for less than seven years and he had not yet met the minimum shareholding requirements at the point he stepped down from the Board. In accordance with the Policy, Mark Read is required to maintain his shareholding for the period of 12 months from the date his employment ceases in June 2026, reducing to 50% for the second year. As at 31 December 2025, the CEO held shares to the value of 26% of her base salary. At the same date, the CFO held shares to the value of 27% of her base salary; and the COO held shares to the value of 386% of his base salary. This was calculated based on the average share price for the last two months of the year. The CEO and CFO joined WPP in September 2025 and April 2023 respectively. The COO joined WPP in 1999 and has built up his holding of WPP shares over his career. WPP ANNUAL REPORT 2025 126 CORPORATE GOVERNANCE COMPENSATION COMMITTEE REPORT

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OUTSTANDING SHARE-BASED AWARDS The table below shows outstanding share-based awards as at 31 December 2025. ESAs (Executive Share Awards) are granted as conditional awards under the WPP Stock Plan 2018. This is the share component of the annual short-term incentive plan and granted subject to the achievement of performance measures prior to grant. EPSP awards (granted under the Executive Performance Share Plan (EPSP)) are subject to performance measures over the period stated below and are made in the form of nil cost options with an exercise period of three months from the vesting date. Dividend shares will accrue on these awards. The contractual award granted to Cindy Rose, was in connection with awards forfeited from her previous employer and was granted as a conditional award under the EPSP. Award type Grant date Performance period Share price on grant date1 No. of shares outstanding at 31 December 2025 Vesting date Cindy Rose Contractual award 08.09.25 n/a £4.4717 1,049,379 Quarterly from March 2026 to September 2030 Joanne Wilson ESA 07.05.24 n/a £8.126 23,519 10.03.2026 07.05.25 n/a £5.782 46,667 10.03.2027 EPSP 04.05.23 01.01.23-31.12.25 £9.2252 240,645 15.03.2026 12.03.24 01.01.24-31.12.26 £7.102 312,588 15.03.2027 12.03.25 01.01.25-31.12.27 £6.305 361,617 15.03.2028 Andrew Scott2 ESA 07.05.24 n/a £8.126 29,460 10.03.2026 07.05.25 n/a £5.782 38,015 10.03.2027 EPSP 23.03.23 01.01.23-31.12.25 £9.3608 224,339 15.03.2026 12.03.24 01.01.24-31.12.26 £7.102 306,251 15.03.2027 12.03.25 01.01.25-31.12.27 £6.305 354,480 15.03.2028 Mark Read3 ESA 07.05.24 n/a £8.126 63,469 10.03.2026 07.05.25 n/a £5.782 78,664 10.03.2027 EPSP 23.03.23 01.01.23-31.12.25 £9.3608 450,628 15.03.2026 12.03.24 01.01.24-31.12.26 £7.102 617,709 15.03.2027 12.03.25 01.01.25-31.12.27 £6.305 714,432 15.03.2028 1 For the contractual award granted to Cindy Rose, the share price at the date of grant is the average closing share price over the three-month period immediately prior to the date of grant. For ESA awards the share price is the closing price for the immediately preceding dealing day. For EPSP awards, the share price at the date of grant is the average closing price for the five immediately preceding dealing days 2 Andrew Scott’s outstanding 2023 EPSP award was granted prior to his appointment as an Executive Director and as such is subject to the terms and conditions in place at that time 3 Mark Read’s interests are shown at the date he stepped down as an Executive Director, 31 August 2025 NON-EXECUTIVE DIRECTORS’ INTERESTS (AUDITED) Non-Executive Directors’ interests in the Company’s ordinary share capital are shown in the following table. Except as disclosed in this table, no Non-Executive Director had any interest in any contract of significance with the Group during the year. Non-Executive Director Total interests at 31 December 20251,2 Total interests at 12 March 20263 Philip Jansen 50,000 100,000 Angela Ahrendts 12,571 12,571 Simon Dingemans 10,000 10,000 Sandrine Dufour 15,000 15,000 Tom Ilube 8,335 8,335 Cindy Rose2 8,000 8,000 Keith Weed 8,424 8,424 Jasmine Whitbread 8,735 8,735 Dr. Ya‑Qin Zhang 10,000 10,000 1 Or at date of retirement if retired during the year 2 Cindy Rose’s interest are shown on the day she ceased to be a Non-Executive Director (31 August 2025) prior to becoming Chief Executive officer on 1 September 2025 3 Total interests calculated at the last practicable date for this Annual Report or at date of retirement WPP ANNUAL REPORT 2025 127 CORPORATE GOVERNANCE COMPENSATION COMMITTEE REPORT

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COMPENSATION IN THE WIDER CONTEXT When setting the Directors’ Compensation Policy and making decisions in relation to executive compensation, the Compensation Committee considers the wider workforce and the broader compensation context. The Committee is also regularly updated on employee compensation matters for the broader workforce and uses this to inform decisions it makes in relation to Executive Director and Executive Committee compensation. In addition, these updates highlight specific factors impacting a particular country or region, including, for example, increased inflation, and the resulting actions taken. This may include making more funds available for annual salary review budgets in areas of high inflation, and a focus on the importance of wider programmes to support our people in areas such as financial education and mental wellbeing. The table below illustrates how our compensation principles cascaded through the organisation during 2025. FIXED Element of reward Executive Directors Executive Committee Senior management & key leaders Other employees Number of people 3 c.16 c.900 c.102,000 Base salary WPP aims to provide market-competitive base salaries throughout the organisation which help support the recruitment and retention of individual employees. Salaries are generally reviewed annually Benefits Market-competitive levels of benefits are provided to employees typically including health and wellness programmes and life assurance. The benefits offering within countries continues to be harmonised across WPP. Benefits vary country to country and are informed by local market practice and requirements Pension WPP operates globally and provides the opportunity to save for retirement where feasible and market appropriate VARIABLE – SHORT-TERM INCENTIVE PLAN (STIP) Element of reward Executive Directors Executive Committee Senior management & key leaders Other employees Number of people 3 c.16 c.900 c.102,000 Short-term incentive plan (STIP) (Annual Group-wide incentive plan designed to reward performance over the financial year) The STIP arrangements in which the Executive Directors participate cascade through the organisation as set out below. It is designed to be market-competitive and incentivise participants over the short term All STIP awards are subject to target and maximum amounts (generally as percentages of base salary). Amounts awarded are discretionary and based on performance in the financial year Based on corporate and individual performance over the one-year performance period (financial year) The Executive Directors’ STIP outcomes for a financial year are dependent on the achievement of: – WPP financial performance conditions (75%); and – Non‑financial individual strategic objectives (25%) – 40% of any STIP award is automatically deferred into an ESA for two years Executive Committee members share the same WPP financial performance conditions as the Executive Directors as well as non-financial individual objectives Individual agency financial metrics are included where appropriate As for Executive Directors, a proportion of the STIP award (typically 40%) is automatically deferred into an ESA for two years Most individuals at these levels are eligible to participate in the STIP. Different financial metrics may apply which may be tailored to agency or function. The overall level of award against target is typically more weighted towards individual performance and contribution At the most senior levels, a proportion of the total STIP award (typically 40%) will be automatically deferred into an ESA for two years Other employees may be eligible to participate in the STIP; this is generally dependent on their position and level, and market practice. The overall level of award against target is generally based on individual performance and contribution during the financial year STIP awards made at this level are delivered in cash Employees in the wider workforce not eligible for the STIP may participate in other discretionary, local cash-based bonus arrangements WPP ANNUAL REPORT 2025 128 CORPORATE GOVERNANCE COMPENSATION COMMITTEE REPORT

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VARIABLE – LONG-TERM INCENTIVE PLANS Element of reward Executive Directors Executive Committee Senior management & key leaders Other employees Number of people 3 c.16 c.900 c.102,000 Executive Performance Share Plan (EPSP) (A performance-related share plan where awards are typically made annually and vest subject to performance and employment three years later) The EPSP in which the Executive Directors participate cascades through the organisation as set out below and is designed to attract, retain and incentivise key senior executives over the longer term and align their interests with shareholders. A total of c.80 individuals received EPSP awards in 2025. The corporate performance conditions, performance period and performance targets are consistent for all participants in the EPSP. Levels of award are discretionary and based on role responsibilities Level of vesting based on actual corporate performance against targets at the end of the three-year performance period Eligible for EPSP. For Executive Directors, a further two-year holding period applies after the vesting date Eligible for EPSP Certain senior management and key leaders are eligible for EPSP. Typically, such employees are not eligible to participate in any other discretionary share plans operated by WPP Not eligible Leadership Award Plan (A conditional share plan where awards vest subject to continued employment three years following grant) To attract and retain key executives over the longer term and align their interests with shareholders. Leadership Awards are made as set out below. During 2025 awards were made to c.2,000 executives. Levels of award are based on role responsibilities and are discretionary. Leadership awards are granted under the WPP Stock Plan 2018 (WSP); the WSP is also used to grant the deferred share element (ESA) of the STIP (see above), and on-hire and buy-out awards Ineligible Ineligible Certain senior management and key leaders may be eligible to receive Leadership Awards under this plan if they are not eligible for EPSP Certain key employees within the wider workforce are also eligible to receive Leadership Awards WPP Share Option Plan (A market-value share option plan where options may be exercised three years after grant subject to continued employment) To provide all employees not eligible for EPSP or Leadership Awards with a risk-free opportunity to share in the success of WPP. Options are granted under the WPP Share Option Plan 2015 Ineligible Ineligible Ineligible Most employees not eligible to receive EPSP or Leadership Awards are eligible for option grants. Grants are made to all eligible employees; typically around 50,000 employees annually receive an option grant. Individual awards are over 100 or 125 shares dependent on location. During 2025, options were granted to c.53,000 employees RELATIVE IMPORTANCE OF SPEND ON PAY The following table sets out the percentage change in total staff costs, headcount and dividends, share repurchases and buybacks. 2025 2024 % change Total staff costs (continuing operations) £7,083 £7,761m (8.7) Headcount – average over year 103,277 111,281 (7.2) Equity dividends paid £343 £425m (19.3) Shares purchased by ESOP trusts £97 £82m 18.3 ANNUAL PERCENTAGE CHANGE IN COMPENSATION OF DIRECTORS AND EMPLOYEES The table below shows the annual change in each individual Director’s pay for 2025 compared to 2024. Since WPP plc, the statutory entity for which this disclosure is required, does not have any employees, the table includes a voluntary disclosure of the annual average change for employees of the UK head office. No increases to base salary were awarded to the Executive Directors during 2025 (see page 118 for further detail). WPP ANNUAL REPORT 2025 129 CORPORATE GOVERNANCE COMPENSATION COMMITTEE REPORT

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Directors’ benefits include the gross value of taxable expenses that directly relate to attendance at Board meetings, some of which are held in WPP key locations outside the UK. Variations in the locations of Board meetings year-to-year can lead to changes in Directors’ benefit amounts. For most Non-Executive Directors, the absolute amounts of benefits provided are relatively modest and small changes in amounts year-to-year can lead to significant percentage change movements (see page 125 for further detail). Year-on-year change in pay 2024-2025 2023-2024 2022-2023 2021-2022 2020-2021 Base salary/ Fees % change Benefits % change Annual bonus % change1 Base salary/ Fees % change Benefits % change Annual bonus % change1 Base salary/ Fees % change Benefits % change Annual bonus % change1 Base salary/ Fees % change Benefits % change Annual bonus % change1 Base salary/ Fees % change Benefits % change Annual bonus % change2 Executive Directors Cindy Rose3 n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a Joanne Wilson5 1.3 12.5 (71.9) 45.3 28.0 41.2 n/a n/a n/a n/a n/a n/a n/a n/a n/a Andrew Scott5 1.4 12.5 (100) 221.0 190.0 179.2 n/a n/a n/a n/a n/a n/a n/a n/a n/a Mark Read4 (32.5) (31.6) (100) 3.4 (5.0) (11.8) 4.0 11.1 (46.2) 4.7 (2.9) (7.9) 11.3 4.0 – Non- Executive Directors Philip Jansen5 1454.1 5500.0 n/a n/a n/a n/a n/a n/a n/a n/a Angela Ahrendts6 4.6 35.9 Non- Executive Directors do not receive variable compen- sation 17.7 129.4 Non- Executive Directors do not receive variable compen- sation 26.2 (59.5) Non- Executive Directors do not receive variable compen- sation 8.4 4,100.0 Non- Executive Directors do not receive variable compen- sation 131.2 n/a Non- Executive Directors do not receive variable compen- sation Simon Dingemans6 1.9 50.0 2.9 (50.0) 8.2 33.3 n/a n/a n/a n/a Sandrine Dufour6 1.4 57.1 2.1 133.3 3.6 (50.0) 12.0 – 40.1 (48.4) Tom Ilube6 3.6 83.3 3.7 (57.1) 0.0 100.0 1.5 40.0 554.5 429.6 Cindy Rose3 n/a n/a 0.8 0.0 (4.8) 80.0 1.6 (16.7) 25.6 21.5 Keith Weed 3.9 (10.0) 2.4 (52.4) 0.0 200.0 9.6 (12.5) 22.2 40.2 Jasmine Whitbread 3.6 (16.7) 3.7 (40.0) 0.0 300.0 0.0 (16.7) 14.5 21.6 Dr. Ya‑Qin Zhang5 5.0 (11.1) 5.3 80.0 2.1 (75.0) 9.4 – n/a n/a Average UK head office employees7 2.7% 0.0% (4.1) 3.32% 0.0% (18.66%) 4.0% 0.0% (21.8%) 6.0% 0.0% 316.3% 2.5% 0.0% (49.5%) 1 The annual percentage change in bonus is calculated by reference to the bonus payable in respect of that financial year compared to the immediately preceding financial year for Executive Directors, and by reference to cash bonus payments received during that financial year in comparison to those received in the immediately preceding financial year for the UK head office employees. Non-Executive Directors do not receive variable compensation 2 As the Executives did not receive a bonus in respect of the financial year ended 31 December 2020, it is not possible to calculate a percentage change between 2020 and 2021 3 Cindy Rose was appointed Chief Executive Officer on 1 September 2025. Accordingly no prior year comparison is available for this executive role. Prior year percentage change data for her role as a Non-Executive Director to 31 August 2025 is shown in the Non-Executive Director section of this table 4 Mark Read ceased to be a director on 1 September 2025, his salary, benefits and bonus for 2025 were prorated accordingly. In 2024 Mark Read received an annual salary increase of 2.7%, and in both 2023 and 2022 a 4% annual increase. He took a voluntary 20% salary reduction for a period of four months in 2020 as part of cost-reduction targets implemented during Covid-19; this, together with a salary increase after three years, explains the changes shown between 2020 and 2021 5 Joanne Wilson, Andrew Scott and Philip Jansen were appointed to the Board on 19 April 2023, 7 September 2023 and 16 September 2024 respectively. For Philip the percentages changes from 2024 to 2025 and for Joanne and Andrew the % changes from 2023 to 2024 appear high as a full financial year is compared with a base year in which they were in office for part of the year only. Philip also assumed the role of Chair on 1 January 2025 with an associated increase in his fees and benefits 6 Angela Ahrendts, Sandrine Dufour, Tom Ilube, Dr. Ya-Qin Zhang, Simon Dingemans and Philip Jansen were appointed to the Board on 1 July 2020, 3 February 2020, 5 October 2020, 1 January 2021, 31 January 2022 and 16 September 2024 respectively 7 Based on full-time equivalent comparisons. Average is calculated by reference to the median percentage change. Due to the timing of annual bonus payments, the change in average employee annual bonus of -18.66% reflects the change between the bonus paid in respect of 2024 performance (paid in 2025) and 2023 performance (paid in 2024) and is therefore not directly comparable to Executive Director bonus awards made in respect of 2025 performance (paid in 2026) and 2024 performance (paid in 2025) CEO PAY RATIO The ratios shown in the table opposite compare the total compensation of the CEO (normally, as reported in the single figure table for the relevant financial year) to the compensation of the median UK employee and those at the lower and upper quartile. In 2025 the total compensation figure used to calculate the ratio has been calculated by aggregating the total compensation for 2025 for Mark Read and Cindy Rose for the periods they performed the role of CEO (eight months and four months respectively). Year Methodology used 25th percentile pay ratio 50th percentile pay ratio 75th percentile pay ratio 2025 Total compensation Option B 180:1 131:1 79:1 Adjusted Total compensation Option B 91:1 66:1 40:1 2024 Total compensation Option B 93:1 53:1 36:1 2023 Total compensation Option B 108:1 70:1 49:1 2022 Total compensation Option B 154:1 118:1 81:1 2021 Total compensation Option B 101:1 79:1 55:1 2020 Total compensation Option B 36:1 24:1 15:1 2019 Total compensation Option B 79:1 55:1 34:1 WPP ANNUAL REPORT 2025 130 CORPORATE GOVERNANCE COMPENSATION COMMITTEE REPORT

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The Total compensation pay ratio for 2025 has been calculated (as required by the relevant regulations) using the aggregate of Cindy Rose’s and Mark Read’s total 2025 compensation as shown in the single figure table on page 117. The ratios are exceptionally high due to the required inclusion of the full amount of Cindy’s one-off buyout award within the 2025 total compensation figure, although this award vests on a phased basis to September 2030. We have therefore also shown adjusted ratios which for Cindy’s total 2025 compensation includes only those buy-out elements received in 2025 (as shown in the supplementary disclosure table on page 117), which presents the ratio on a more representative basis. The pay ratio reflects how the structure and approach to compensation changes with increased seniority and accountability within the Group and is therefore consistent with reward and progression policies. The CEO’s pay is significantly weighted towards performance- related pay with a focus on aligning with long-term performance and the interests of shareholders. Movements in the pay ratio year-on- year reflect WPP’s pay‑for‑performance philosophy and are linked to the overall performance of the Company. At the 25th, 50th and 75th percentile employee level, variable compensation carries a much smaller weighting. The salary and total pay and benefits for the 25th, 50th and 75th percentile employees are shown in the table below: Year Methodology used 25th percentile 50th percentile 75th percentile 2025 Salary Option B £39,000 £53,751 £85,550 Total pay and benefits Option B £42,687 £58,620 £97,580 2024 Salary Option B £34,667 £60,667 £91,186 Total pay and benefits Option B £40,831 £71,587 £105,638 2023 Salary Option B £39,233 £58,053 £82,667 Total pay and benefits Option B £41,587 £64,234 £92,627 2022 Salary Option B £39,292 £51,985 £74,250 Total pay and benefits Option B £43,417 £56,460 £82,551 2021 Salary Option B £32,067 £44,250 £61,500 Total pay and benefits Option B £37,606 £48,293 £68,583 2020 Salary Option B £30,000 £45,000 £71,000 Total pay and benefits Option B £31,800 £46,800 £73,840 2019 Salary Option B £31,000 £44,739 £70,000 Total pay and benefits Option B £32,636 £46,975 £77,416 The methodology used to identify the employees at each quartile is Option B (using the gender pay gap information to identify three employees as the best equivalents of the 25th, 50th and 75th percentile employees). This is consistent with the approach in previous years and is considered the most appropriate method to use to determine the CEO pay ratio. We believe this approach provides accurate information and representation of the ratios. The latest data collected as part of gender pay reporting was used, with a snapshot date of 5 April 2025. The ratio has been computed taking into account the pay and benefits of over 11,500 UK employees, other than the role of the CEO. Where an employee works part-time, fixed pay, benefits and any variable pay were adjusted, where appropriate, to reflect full-time equivalent compensation. The 25th, 50th and 75th percentile employees were determined based on this adjusted data and are considered to be representative. Total pay and benefits for the 2025 financial year (12 months to 31 December 2025) for each of the 25th, 50th and 75th percentile employees was then calculated as at 31 December 2025 using the single-figure table methodology in order to provide a meaningful comparison with the CEO. We are satisfied that the median pay ratio is consistent with the compensation policies for our UK workforce taken as a whole and our objective of delivering market-competitive pay for each role. SHARE INCENTIVE DILUTION FOR 2015 TO 2025 The share incentive dilution level, measured on a ten-year rolling basis, was at 4.2% at 31 December 2025 (2024: 4.1%). It is intended that awards under all plans, other than share options, will all be satisfied with purchased shares held either in the ESOPs or in treasury. Jasmine Whitbread Chair of the Compensation Committee on behalf of the Board of Directors of WPP plc 19 March 2026 WPP ANNUAL REPORT 2025 131 CORPORATE GOVERNANCE COMPENSATION COMMITTEE REPORT

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Document

Exhibit 17.1

Subsidiary Guarantors and Issuers of Guaranteed Registered Securities

Registered U.S. Bonds	Subsidiary Issuer	Parent Guarantor	Subsidiary Guarantor
5.125% bonds due<br><br>September 2042<br><br><br><br>5.625% bonds due<br><br>November 2043	WPP Finance 2010	WPP plc	WPP Jubilee Limited,<br>WPP 2005 Limited