6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

For the Month of May 2015

Commission File Number: 0-16350

WPP PLC

(Translation of registrant’s name into English)

27 Farm Street, London W1J 5RJ, England

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F  x            Form 40-F  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ¨

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ¨

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Forward-Looking Statements

In connection with the provisions of the Private Securities Litigation Reform Act of 1995 (the “Reform Act”), the Company may include forward-looking statements (as defined in the Reform Act) 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, projections and anticipated future economic performance based on assumptions and the like that are subject to risks and uncertainties. As such, actual results or outcomes may differ materially from those discussed in the forward-looking statements. Important factors that may cause actual results to differ include but are not limited to the unanticipated loss of a material client or key personnel, delays or reductions in client advertising budgets, data breach, cyber-attack or infringement of data protection laws, and a failure of internal control procedures in relation to media trading. In light of these and other uncertainties, the forward-looking statements included in the oral or written public statements should not be regarded as a representation by the Company that the Company’s plans and objectives will be achieved. In addition, you should consider the risks described in Item 3D, captioned “Risk Factors” in the Company’s Form 20-F for the year ended 31 December 2015, which could also cause actual results to differ from forward-looking information. In light of these and other uncertainties, the forward-looking statements included in this document should not be regarded as a representation by the Company that the Company’s plans and objectives will be achieved.

EXHIBIT INDEX

Exhibit No.	Description
1	Notice of Annual General Meeting
2	Form of Proxy

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf of the undersigned, thereunto duly authorized.

	WPP PLC
	(Registrant)
Date: 2 May 2016	By:	/s/ Paul W.G. Richardson
		Paul W.G. Richardson
		Group Finance Director

EX-1

Exhibit 1

Notice of Annual General Meeting

  his Notice is the formal notification to share owners of the Annual General Meeting, its date, time and place and the resolutions to be considered (numbered 1 to 21 in the Notice).

It is an important document. If, having read it, you are in any doubt as to the action you should take, you should consult an appropriate professional advisor. Separate notes on the Form of Proxy (also enclosed with this document) explain the arrangements for share owners to exercise their voting rights.

If you have sold or transferred all of your WPP plc ordinary shares, please pass these documents to the person through whom the sale or transfer was effected for onward transmission to the purchaser or transferee.

Notice is hereby given that the Annual General Meeting of the share owners of WPP plc (the ‘Company’) will be held at 12 noon on Wednesday 8 June 2016 at the Pullman Hotel London St Pancras, 100-110 Euston Road, London NW1 2AJ to consider and, if thought fit, to pass the following resolutions, of which Resolutions 1 to 19 will be proposed as Ordinary Resolutions and Resolutions 20 and 21 as Special Resolutions. Voting on all resolutions will be by way of a poll.

WPP NOTICE OF AGM    1

Notice of Annual General Meeting

1 To receive the Annual Report and Accounts for the financial year ended 31 December 2015.

2 To declare a final dividend of 28.78 pence per ordinary share to be payable to the share owners on the register at the close of business on 10 June 2016 as recommended by the directors for the year ended 31 December 2015.

3 To receive and approve the Compensation Committee Implementation report contained within the Annual Report and Accounts for the financial year ended 31 December 2015.

4 To approve the Sustainability report contained within the Annual Report and Accounts for the financial year ended 31 December 2015.

5 To re-elect Roberto Quarta as a director.

6 To re-elect Dr Jacques Aigrain as a director.

7 To re-elect Ruigang Li as a director.

8 To re-elect Paul Richardson as a director.

9 To re-elect Hugo Shong as a director.

10 To re-elect Timothy Shriver as a director.

11 To re-elect Sir Martin Sorrell as a director.

12 To re-elect Sally Susman as a director.

13 To re-elect Solomon Trujillo as a director.

14 To re-elect Sir John Hood as a director.

15 To re-elect Charlene Begley as a director.

16 To re-elect Nicole Seligman as a director.

17 To re-elect Daniela Riccardi as a director.

18 To re-appoint Deloitte LLP as auditors to hold office from the conclusion of the Annual General Meeting to the conclusion of the next Annual General Meeting and to authorise the directors to fix their remuneration.

19 In accordance with Article 6 of the Company’s Articles of Association, to authorise the Board of Directors to allot relevant securities (as defined in the Company’s Articles of Association) up to a maximum nominal amount of £86,157,177 for a period expiring on the date of the Annual General Meeting of the company in 2017 or on 1 September 2017, whichever is the earlier.

20 To authorise the Company generally and unconditionally:

(a) pursuant to Article 57 of the Companies (Jersey) Law 1991 to make market purchases of ordinary shares in the Company on such terms and in such manner as the directors of the Company may from time to time determine, provided that:

(i) the maximum number of ordinary shares hereby authorised to be purchased is 129,365,131;

(ii) the minimum price which may be paid for an ordinary share is 10 pence (exclusive of expenses (if any) payable by the Company);

(iii) the maximum price which may be paid for an ordinary share is not more than the higher of an amount equal to 105% of the average of the middle market quotations for an ordinary share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the ordinary share is contracted to be purchased and the amount stipulated by Article 5 (1) of the Buyback and Stabilisation Regulation 2003 (exclusive of expenses (if any) payable by the Company); and

(iv) this authority, unless previously revoked or varied, shall expire on the earlier of the date of the Annual General Meeting of the Company to be held in 2017 and 1 September 2017, save that a contract of purchase may be concluded by the Company before such expiry which will or may be executed wholly or partly after such expiry, and the purchase of shares may be made in pursuance of any such contract; and

(b) pursuant to Article 58A of the Companies (Jersey) Law 1991, and if approved by the directors, to hold as treasury shares any ordinary shares purchased pursuant to the authority conferred by resolution 20 (a) on the previous page.

2    WPP NOTICE OF AGM

Notice of Annual General Meeting

21 In accordance with Article 8 of the Company’s Articles of Association and for the period ending on the date of the annual general meeting in 2017 or 1 September 2017, whichever is the earlier, to authorise the Board of Directors to allot equity securities (as defined in the Company’s Articles of Association) wholly for cash: a) in connection with a rights issue; and b) otherwise than in connection with a rights issue up to an aggregate nominal amount not exceeding £12,936,513.

By Order of the Board

Marie Capes

Secretary, WPP plc

15 April 2016

Registered Office

Queensway House

Hilgrove Street

St Helier

Jersey JE1 IES

Important notes

1 Only share owners whose names appear on the register of members of the Company at 6pm on 6 June 2016 shall be entitled to attend the Annual General Meeting (the ‘Meeting’) either in person or by proxy and the number of ordinary shares then registered in their respective names shall determine the number of votes such persons are entitled to cast at the Meeting.

2 A share owner entitled to attend and vote at the Meeting may appoint one or more proxies to attend, speak and vote instead of him or her. A share owner may appoint more than one proxy in relation to the Meeting provided that each proxy is appointed to exercise rights attached to a different share or shares held by him or her. A proxy need not be a share owner of the Company.

3 To be valid, the Form of Proxy for use at the Meeting and power of attorney or other authority, if any, under which it is signed or a notarially certified or office copy of such power of authority, must be deposited at the offices of Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS13 8AE, not less than 48 hours before the time appointed for holding the Meeting. Completion and return of the Form of Proxy will not prevent you from attending and voting at the Meeting instead of your proxy, if you wish.

4 As an alternative to completing and returning the printed Form of Proxy, you may submit your proxy over the internet by accessing the Company’s website, wpp.com/investor. For security purposes, share owners will need to provide their share owner reference number (SRN), control number and personal identification number (PIN) to validate the submission of their proxy online. Share owners’ individual SRN and PIN are shown on the printed Form of Proxy sent to them. For further information, see the instructions printed on the Form of Proxy.

5 A person to whom this Notice is sent who is a person nominated to enjoy information rights (a ‘Nominated Person’) may, under an agreement between him/her and the share owner by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the Annual General Meeting.

WPP NOTICE OF AGM    3

Notice of Annual General Meeting

If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the share owner as to the exercise of voting rights. The statements of the rights of share owners in relation to the appointment of proxies in paragraphs 2, 3, and 4 above and 6 below do not apply to a Nominated Person. The rights described in these paragraphs can only be exercised by registered members of the Company.

6 CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the Meeting and any adjournment(s) thereof by utilising the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members and those CREST members who have appointed (a) voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a ‘CREST Proxy Instruction’) must be properly authenticated in accordance with Euroclear’s specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, whether it constitutes the appointment of the proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer’s agents, Computershare Investor Services PLC (ID3RA50), by no later than 48 hours before the time appointed for the Meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST application’s host) from which the issuer’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any amendment to the instruction given to a proxy appointed through CREST should be communicated to the proxy through other means.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timing and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member

is a CREST personal member or sponsored member or has appointed (a) voting service provider(s) to procure that their CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timing.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Article 34 of the Companies (Uncertificated Securities) (Jersey) Order 1999.

7 As at 6 April 2016 (being the last practicable business day prior to publication of this Notice) the Company’s issued share capital consists of 1,329,370,304 ordinary shares carrying one vote each of which 35,718,998 shares are held in treasury. Therefore, the total voting rights in the Company as at 6 April 2016 are 1,293,651,306.

8 Copies of the following documents are available for inspection during normal business hours at the Registered Office of the Company on any weekday (Saturdays, Sundays and public holidays excepted) from the date of the Notice and at the place of the Meeting from 11:30am until the close of the Meeting:

(a) directors’ service contracts and terms of appointment for the chairman and for the non-executive directors;

(b) terms of reference of the Audit, Compensation and Nomination and Governance Committees;

(c) the Memorandum and Articles of Association of the Company.

4    WPP NOTICE OF AGM

Notice of Annual General Meeting

Explanatory notes to the Notice of Annual General Meeting

Voting on all resolutions at the Meeting will be by way of a poll rather than a show of hands. This reflects best practice and means that all the votes cast, and not just those of the share owners present, are taken into account. If you are unable to attend the Annual General Meeting, the directors urge you to appoint a proxy or proxies to attend the Meeting and vote on your behalf, or nominate the chairman of the Meeting to vote on your behalf.

The poll results will be notified to the UK Listing Authority and published on the Company’s website as soon as possible after the conclusion of the Meeting.

Resolutions 1 to 19 will be proposed as ordinary resolutions that will be passed if more than 50% of the votes are cast in favour of the resolution. Resolutions 20 and 21 will each be proposed as special resolutions that will be passed if not less than two-thirds of the votes cast are in favour of the particular resolution.

Item 1: Report and Accounts

The directors must present to share owners at the Annual General Meeting the report of the directors and the accounts of the Company for the year ended 31 December 2015. The report of the directors, the accounts, the report of the Compensation Committee and the report of the Company’s auditors on the accounts, are contained within the 2015 Annual Report and Accounts.

Item 2: Declaration of final dividend

The amount of the final dividend recommended by the directors is 28.78 pence per ordinary share. Final dividends must be approved by share owners, but must not exceed the amount recommended by the directors.

Item 3: Directors’ Remuneration Implementation Report

Resolution 3 proposes the approval of the report by share owners.

The report, which is made on behalf of the full Board, explains the different elements which comprised executive remuneration in 2015, including how base salaries and short- and long-term incentive remuneration were determined for executive directors of the parent company and for senior executives of the parent company and Group

operating companies. Payments made to the non-executive directors, as well as details of their share ownership, are also set out in the Implementation report. In addition, the Company’s executive stock ownership policy, the utilisation of the stock incentive plans and the provision of other benefits are explained.

Item 4: Sustainability report

Resolution 4 proposes the approval of the Sustainability report contained within the 2015 Annual Report and Accounts by share owners.

The report explains the Group’s sustainability activity and business strategy.

Items 5 to 17: Re-election of directors

The appendix to this Notice gives details of the re-election of directors and reasons therefor. Each re-election shall be considered as a separate resolution at the Meeting.

Item 18: Re-appointment of auditors

The auditors of the Company must be appointed at each Annual General Meeting. Resolution 18 proposes the re-appointment of Deloitte LLP, to hold office until the conclusion of the next Annual General Meeting to be held in 2017. The resolution also gives authority to the directors to determine the auditors’ remuneration.

Item 19: Authority to allot shares

Resolution 19 proposes to seek renewal of the authority to the directors to allot ordinary shares. The £86,157,177 nominal amount of relevant securities to which this authority will relate represents approximately 66.6% of the nominal amount of the issued ordinary share capital of the Company as at 6 April 2016 (excluding treasury shares). This amount complies with guidelines issued by the Investment Association. In accordance with the Investment Association guidelines, one-third of the Company’s issued ordinary share capital (excluding treasury shares) as at 6 April 2016 will be applied (if at all) to fully pre-emptive rights issues only. As at 6 April 2016, the Company holds 35,718,998 treasury shares which represent approximately 2.7% of the total ordinary share capital in issue as at 6 April 2016. Except pursuant to the employee share schemes and the satisfaction of deferred consideration under certain acquisition agreements to which the Company is a party, the directors

WPP NOTICE OF AGM    5

Notice of Annual General Meeting

have no present intention of allotting ordinary shares. The authorities conferred pursuant to resolutions 19 and 21 will expire on the date of the Annual General Meeting in 2017 or 1 September 2017, whichever is the earlier.

Item 20: Authority to purchase own shares

In certain circumstances, it may be advantageous for the Company to purchase its own ordinary shares and Resolution 20 seeks authority from share owners to authorise the directors to make such purchases in the market.

The directors consider it desirable for this general authority to be available to provide additional flexibility in the management of the Company’s capital resources. The directors only implement the authority when, in the light of market conditions prevailing at the time, they believe that the effect of any such purchases will enhance earnings per share in the medium to long term and will be in the best interests of the Company generally. Any shares purchased under this authority would ordinarily be cancelled and the number of shares in issue will be reduced accordingly, though the Company has the option to hold them as treasury shares. The purchase price will be paid out of distributable profits.

The total number of options to subscribe for ordinary shares that are outstanding as at 6 April 2016 is 16,897,880. The proportion of issued share capital that they represented at that time was 1.3% (excluding treasury shares) and the proportion of issued share capital that they will represent if the full authority to buy back shares (existing and being sought) is used and if the shares bought back are cancelled, will be 1.6% (excluding treasury shares).

Resolution 20 specifies the maximum number of shares which may be purchased (representing approximately 10% of the Company’s issued ordinary share capital as at 6 April 2016, excluding treasury shares) and the minimum and maximum prices at which they may be bought, reflecting the requirements of the UK Listing Authority.

Item 21: Disapplication of pre-emption rights

The authority being sought in Resolution 21 to allot shares without first offering them to existing share owners is in line with institutional share owner guidance, and in particular with the Pre-emption Group’s Statement of Principles (the Pre-emption Principles). The Pre-emption Principles were revised in March 2015 to allow the authority for an issue

of shares for cash otherwise than in connection with a pre-emptive offer to be increased from 5% to 10% of a company’s issued share capital provided that the company confirms that it intends to use the additional 5% authority only in connection with an acquisition or capital investment.

Resolution 21 would continue to provide the directors with the power to allot shares for cash when they consider it is in the best interests of the Company to do so and so that:

(a) the Company can follow normal practices in the event of a rights issue; and

(b) ordinary shares may be issued wholly for cash other than proportionately to existing ordinary share owners up to a maximum nominal amount of £12,936,513 (which includes the sale on a non-preemptive basis of any shares the Company holds in treasury for cash) representing approximately 10% of the Company’s issued ordinary share capital (excluding treasury shares) and 9.7% (including treasury shares) as at 6 April 2016.

There are presently no plans to allot ordinary shares wholly for cash other than pursuant to the employee share schemes and the satisfaction of deferred consideration under certain acquisition agreements. Shares allotted under an employee share scheme are not subject to the pre-emption rights.

In accordance with the Pre-emption Principles, the board confirms in relation to Resolution 21 that:

(a) it intends that any use of the authority in excess of 5% of the company’s issued ordinary share capital would be only in connection with an acquisition or specified capital investment: and

(b) it does not intend to issue shares for cash representing more than 7.5% of the company’s issued share capital in any rolling three-year period to those who are not existing share owners, save in connection with an acquisition or specified investment, without prior consultation with share owners.

For this purpose, an acquisition or specified capital investment means one that is announced contemporaneously with the issue of share capital, or that has taken place in the preceding six-month period and is disclosed in the announcement of the issue.

6    WPP NOTICE OF AGM

Notice of Annual General Meeting

Appendix

Re-election of directors

All of the directors of the Company are standing for re-election this year.

The report from Roberto Quarta in his capacity as chairman of the Board and of the Nomination and Governance Committee contained in the Annual Report and Accounts sets out the process which has been followed relating to the assessment of the performance during 2015 and 2016 of all of the then current members of the Board including himself as chairman of the Company. The chairman confirms that, following these detailed assessments, each of the directors standing for re-election continues to be effective and to demonstrate the commitment of time and energy to committee meetings and other duties for the Company.

Each of the directors therefore unanimously recommends (other than in respect of their own appointment) share owners to vote in favour of Resolutions 5 to 17 inclusive.

A review of the biographical details of each of the directors seeking re-election appears in the ‘Who runs WPP’ section of the 2015 Annual Report and Accounts and indicates the breadth of knowledge and experience which each of them brings to the Company.

Key dates

8 June 2016	Annual General Meeting
4 July 2016	Payment of final dividend for 2015
August 2016	Half-year interim statement
October 2016	Third-quarter trading statement
November 2016	Payment of the interim dividend for 2016

WPP NOTICE OF AGM    7

WPP

Advertising

Media Investment Management

Data Investment Management

Public Relations & Public Affairs

Branding & Identity

Healthcare Communications

Direct, Digital, Promotion & Relationship Marketing

Specialist Communications

27 Farm Street

London W1J 5RJ

Tel +44 (0)20 7408 2204

100 Park Avenue

New York NY 10017

Tel +1 (212) 632 2200

Yebisu Garden Place Tower, 25/F

4-20-3 Ebisu

Shibuya-ku

Tokyo 150-6025

Tel +813 3280 9506

WPP Campus: Room 1504B

399 Heng Feng Road

Shanghai

Tel +8621 2287 7788

wpp.com

EX-2

Exhibit 2

+	+
	Form of Proxy
	WPP

Resolutions		For	Against	Withheld
1	Ordinary Resolution to receive and approve the audited accounts	¨	¨	¨
2	Ordinary Resolution to declare a final dividend	¨	¨	¨
3	Ordinary Resolution to approve the Implementation report of the Compensation Committee	¨	¨	¨
4	Ordinary Resolution to approve the Sustainability report of the directors	¨	¨	¨
5	Ordinary Resolution to re-elect Roberto Quarta as a director	¨	¨	¨
6	Ordinary Resolution to re-elect Dr Jacques Aigrain as a director	¨	¨	¨
7	Ordinary Resolution to re-elect Ruigang Li as a director	¨	¨	¨
8	Ordinary Resolution to re-elect Paul Richardson as a director	¨	¨	¨
9	Ordinary Resolution to re-elect Hugo Shong as a director	¨	¨	¨
10	Ordinary Resolution to re-elect Timothy Shriver as a director	¨	¨	¨
11	Ordinary Resolution to re-elect Sir Martin Sorrell as a director	¨	¨	¨

Before completing this form, please read the explanatory notes overleaf.

I/We want the chairman of the Meeting OR the following person (called the ‘proxy’) to attend and vote on my/our behalf at the Annual General Meeting of WPP plc to be held on 8 June 2016 and at any adjournment of the Meeting.

Please leave this box blank if you have selected the chairman. Do not insert your own name(s). Otherwise write the full name of the individual or body corporate you are appointing as your proxy.

¨        Please tick here if this appointment is one of multiple  appointments being made.

	SRN:
Resolutions		For	Against	Withheld
12	Ordinary Resolution to re-elect Sally Susman as a director	¨	¨	¨
13	Ordinary Resolution to re-elect Solomon Trujillo as a director	¨	¨	¨
14	Ordinary Resolution to re-elect Sir John Hood as a director	¨	¨	¨
15	Ordinary Resolution to re-elect Charlene Begley as a director	¨	¨	¨
16	Ordinary Resolution to re-elect Nicole Seligman as a director	¨	¨	¨
17	Ordinary Resolution to re-elect Daniela Riccardi as a director	¨	¨	¨
18	Ordinary Resolution to re-appoint the auditors and authorise the directors to determine their remuneration	¨	¨	¨
19	Ordinary Resolution to authorise the directors to allot relevant securities	¨	¨	¨
20	Special Resolution to authorise the Company to purchase its own shares	¨	¨	¨
21	Special Resolution to authorise the disapplication of pre-emption rights	¨	¨	¨

For the appointment of more than one proxy, please refer to Note 7. The proxy need not be a member of the Company. I/We would like my/our proxy to vote on the resolutions proposed at the Meeting as indicated on this form. Unless otherwise instructed, the proxy may vote as he or she sees fit or abstain in relation to any business of the Meeting.
Signature
Any one joint ho lder may sign
Date	/2016
EXT0393            13             WPPJ

+ +

Control Number:         913509

PIN:                                                      SRN:

WPP plc Admittance Card
Attendance at the WPP plc Annual General Meeting on 8 June 2016 at 12 noon at the Pullman Hotel London St Pancras, 100-110 Euston Road, London NW1 2AJ. If you intend to be at the Annual General Meeting, would you please sign this admittance card and present it at the registration point on arrival in order to assist admittance procedures. This card will be exchanged for a voting card. If you appoint a proxy it is not necessary to hand this card to your proxy. Please see overleaf for directions to the venue.
Signature
Date	/2016

+           Kindly note:   This form is issued only to the addressee(s) and is specific to the class of security and the unique designated account printed hereon. This personalised form is not transferable between different (i) account holders, (ii) class of security or (iii) uniquely designated accounts. The issuer and Computershare accept no liability for any instruction that does not comply with these conditions. +

Form of Proxy

Notes for completion of Form of Proxy

1 Please indicate by placing ‘X’ either under the column ‘For’ or the column ‘Against’ or the column ‘Withheld’ how you wish your votes to be cast. On receipt of this form duly signed, but without any specific direction how you wish your vote to be cast, your proxy may vote or abstain, at their discretion. On any other business (including a motion to adjourn the Meeting or to amend a resolution) the proxy will vote at their discretion.

2 The ‘Withheld’ option is provided to enable you to abstain on the resolution. However, it should be noted that a ‘Withheld’ vote is not a vote in law and will not be counted in the calculation of the proportion of the votes ‘For’ or ‘Against’ the resolution.

3 In the case of joint share owners, the vote of the first named in the Register of the Company who tenders a vote whether in person or by proxy, shall be accepted to the exclusion of the votes of the other owner(s).

4 In the case of a share owner which is a body corporate, this form must be executed either under its common seal, or under the hand of an officer or agent duly authorised in writing in that behalf.

5 To be valid this form must be completed, signed, detached and deposited at the office of Computershare, Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, not less than 48 hours before the time appointed for the Meeting.

6 Every share owner has the right to appoint some other person(s) of their choice, who need not be a share owner, as his proxy to exercise all or any of his rights to attend, speak and vote on their behalf at the Meeting. If you wish to appoint a person other than the chairman, please insert the name of your chosen proxy holder in the space provided. If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder’s name the number of shares in relation to which they are authorised to act as your proxy. If left blank, your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this proxy form has been issued in respect of a designated account for a share owner, the full voting entitlement of that designated account.)

7 To appoint more than one proxy, (an) additional proxy form(s) may be obtained by contacting Computershare Registrars on 0370 707 1411 or you may photocopy this form. Please indicate in the box next to the proxy holder’s name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.

8 To submit your proxy instructions electronically:

(a) you may submit your proxy over the internet by accessing the Company’s website wpp.com/investor. You will need your unique share owner reference number (SRN), Control Number and personal identification number (PIN) printed on this form in order to log in. You can access the Company’s website from any internet-enabled PC with Internet Explorer 7+, Chrome, Firefox and Safari. The use by share owners of the electronic proxy appointment service will be governed by the terms and conditions of use which will appear on the website. Electronic proxies must be completed and lodged in accordance with the instructions on the website by no later than 48 hours before the time appointed for the Meeting; or

(b) alternatively, CREST members can submit their vote through the CREST electronic proxy appointment service. Please refer to note 6 on page 4 of the accompanying Notice of Annual General Meeting.

9 Completion and return of the Form of Proxy or appointing your proxy electronically will not prevent you from attending and voting at the Meeting instead of your proxy, if you so wish.

The WPP plc Annual General Meeting 2016 will be held at:   Pullman Hotel London St Pancras 100-110 Euston Road London NW1 2AJ