WPP Regulatory News (WPP)

WPP PLC ("WPP")

LEAP 2011-15

· LEAP is the co-investment, performance-based, management incentive compensation plan requiring substantial, long-term investment by the participants

· Calculation of share allocations to all Plan participants (15 senior executives who all had to commit shares to participate) based on formula and comparator group approved June 2009 by 83% in favour share owner vote

· Penultimate investment and performance period for LEAP which is superseded by EPSP scheme with a reduced opportunity approved by share owners in June 2013

· Relates to five year performance period 2011-2015 over which:

o Market capitalisation increased by £10.25bn ($14.29bn) or 102.7% from £9.98bn ($15.53bn) to £20.23bn ($29.82bn) and the shares rose by 98.0% while the FTSE 100 rose 5.8%

o £1,000 invested in WPP on 1 Jan 2011 increased to £1,980 by end of 2015 compared with £1,058 if invested in FTSE 100 - a 16.9 times greater increase

o Total Shareholder Return as defined and approved in the LEAP scheme ("TSR") was 134.9% - outperforming 95% of the FTSE 100 market capitalisation

o £1,000 invested in WPP on 1 Jan 2011 was worth £2,349 in TSR terms at the end of 2015 compared with £1,291 if invested in FTSE 100 - a 4.6 times greater increase

o Maximum five times share match achieved through strong outperformance of comparator group

Introduction

The arithmetic application of the LEAP metrics has resulted in a maximum share match of 6,627,240 shares for the 15 participants who all had to commit shares in order to qualify for participation. Following WPP's strong outperformance against the 12 comparator companies included in the scheme, having achieved TSR of 134.9% over the five year performance period 1 January 2011 until 31 December 2015, the scheme participants have earned a share match of five times the number of shares they pledged in 2011. No new awards have been made under LEAP since 2012 with the final match being due in respect of the performance period 2012-2016.

The maximum performance outcome results in the vesting of 3,982,605 shares for Sir Martin Sorrell, CEO, which would have been worth £26.47m at the grant price in 2011 of £6.6475 per share and which have increased in value by 137% to £62.78m at the vesting price of £15.76435 per share on 14 March 2016. This covers a five year investment and performance period in which the FTSE 100 rose 5.8% while WPP's shares rose 98.0%. The LEAP award to the 15 participants is equivalent to 1.0% of the increase in the Company's market capitalisation during the period. Included in the award to the 15 participants is the award to the CEO which represents 0.6% of the increase in the market capitalisation.

Directors' Interests

On 14 March 2016 Sir Martin Sorrell exercised his option to receive 3,982,605 shares which vested pursuant to his award granted under LEAP in 2011. On 14 March 2016 Sir Martin Sorrell sold 1,917,768 of these shares to raise £30.23m to discharge the consequential tax liabilities representing 48.15% of the total gain on the shares.

At today's date Sir Martin Sorrell and his family interests are interested in or have rights in 21,021,365 shares (inclusive of the shares he is entitled to receive pursuant to the awards granted under Renewed LEAP in 2004, 2005, the UK part of the 2006 award and the 2007 award, and the UK part of his 2009 LEAP award, receipt of which have been deferred). Sir Martin Sorrell's family interests and rights represent 1.624% of the issued share capital of WPP. Additionally The JMCMRJ Sorrell Charitable Foundation holds 3,525,936 WPP shares, representing 0.272% of WPP's issued share capital.

On 14 March 2016 Mr Paul Richardson, CFO, exercised his option to receive the shares which vested pursuant to the award granted under LEAP in 2011 in relation to 561,940 shares. On 14 March 2016 Mr Paul Richardson sold 491,940 of these shares in order to fund taxes, transaction costs and other financial commitments.

At today's date Mr Paul Richardson's beneficial holding is the equivalent of 1,000,265 shares (all being in WPP ADRs), representing 0.077% of WPP's issued share capital.

Notes to Editors

· The 15 participants include the two Executive Directors as disclosed in this announcement and many of the senior executives responsible for some of the Group's largest operating companies. All participants had to commit shares in 2011 in order to qualify for participation.

· Over the performance period 2011-2015 share owner value has been created by:

Market capitalisation increasing by £10.25bn ($14.29bn)

Dividends of £1.93bn ($3.05bn) - representing 20.2% CAGR in dividend per share from 17.79p to 44.69p

Share buy-backs of £1.61bn ($2.55bn).