WPP Regulatory News (WPP)

FOR IMMEDIATE RELEASE 8 September 2022

WPP plc ("WPP")

Share buyback programme

WPP announces that it has today entered into a non-discretionary agreement with Citigroup Global Markets Limited ("Citi") in relation to the purchase by Citi, acting as riskless principal, of WPP's ordinary shares of 10 pence each ("Ordinary Shares") for an aggregate purchase price of up to £170m (the "Programme"). Ordinary Shares acquired by Citi under the agreement will be simultaneously on-sold by Citi to WPP. The purchase of shares in accordance with the Programme will take place during the period commencing 8 September 2022 and ending no later than 31 December 2022. The purpose of the Programme is to reduce the share capital of WPP.

Any purchase of Ordinary Shares contemplated by this announcement will be carried out on the London Stock Exchange and/or other trading venues1 and will be effected within certain pre-set parameters. WPP's shareholders generally authorised WPP to purchase up to a maximum of 112,249,376 Ordinary Shares at its 2022 Annual General Meeting held on 24 May 2022, subject to certain limitations, and a resolution to renew this authority is expected to be put to WPP's 2023 Annual General Meeting in the ordinary course (such authority, as amended or renewed from time to time, the "Authority"). The aggregate number of Ordinary Shares acquired by WPP pursuant to the Programme shall not exceed the maximum number of Ordinary Shares which WPP is authorised to purchase pursuant to the Authority. The current Authority expires on the earlier of the date of the Annual General Meeting of WPP to be held in 2023 and 1 September 2023. The Programme will be executed in accordance with (and subject to the limits prescribed by) the Authority and will be conducted within the parameters prescribed by the Market Abuse Regulation 596/2014/EU (as in force in the UK and as amended by the Market Abuse (Amendment) (EU Exit) Regulations 2019), the Commission Delegated Regulation 2016/1052/EU (as in force in the UK and as amended by the FCA's Technical Standards (Market Abuse Regulation) (EU Exit) Instrument 2019) and in accordance with Chapter 12 of the UK Listing Rules. Any market repurchase of Ordinary Shares will be announced no later than 7.30am on the business day following the calendar day on which the repurchase occurred.

Citi will make any disclosures it is legally required to make in relation to such transactions.

[1] Cboe BXE, Cboe CXE and Turquoise.

Balbir Kelly-Bisla

Company Secretary

For further information:

About WPP 

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

ENDS