F-3ASR

As filed with the Securities and Exchange Commission on September 4, 2012

Registration No. 333 -            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

WPP Finance 2010

(Exact Name of Registrant as Specified in its Charter)

Not applicable

(Translation of registrant’s name into English)

United Kingdom	7311	Not applicable
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

6 Ely Place

Dublin 2, Ireland

Telephone: 011–353–1–669–0333

(Address and telephone number of registrants’ principal executive offices)

(FOR CO-REGISTRANTS, PLEASE SEE “TABLE OF CO-REGISTRANTS” ON THE FOLLOWING PAGE)

Andrea Harris, Esq.

Group Chief Counsel

6 Ely Place

Dublin 2, Ireland

Telephone: 011–353–1–669–0333

(Name, address and telephone number of agent for service)

with a copy to:

Adam Kupitz, Esq.

Allen & Overy LLP

One Bishops Square

London E1 6AD

Telephone: (011 44) 20 3088 0000

Approximate date of commencement of proposed sale to the public:

From time to time after this registration statement becomes effective.

If only securities being registered on this Form are to be offered pursuant to dividend or interest reinvestment plans, please check the following box:  ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box:  x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ¨

If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box:  x

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box:  ¨

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per note	Proposed maximum aggregate offering price(1)	Amount of registration fee
Debt securities	(1)	(1)	(1)	(1)
Guarantees of the debt securities	(2)	(2)	(2)	(2)

(1) WPP Finance 2010 is registering an indeterminate amount of debt securities for offer and sale from time to time at indeterminate offering prices. In reliance on Rules 456(b) and 457(r) under the Securities Act of 1933, as amended, WPP Finance 2010 is deferring payment of all of the registration fees relating to the registration of securities hereby.

(2) No separate consideration will be received for the guarantees. Pursuant to Rule 457(n), no separate registration fee is required with respect to the guarantees.

TABLE OF CO-REGISTRANTS

Exact Name as Specified in Charter	State or Other Jurisdiction of Incorporation or Organization	Primary Standard Industrial Classification Number	I.R.S. Employer Identification Number	Address, Including Zip Code and Telephone Number, Including Area Code, of Principal Executive Offices
WPP plc	Jersey	7311	Not Applicable	6 Ely Place Dublin 2, Ireland Telephone: 011–353–1–669–0333
WPP Air 1 Limited	Ireland	7311	Not Applicable	6 Ely Place Dublin 2, Ireland Telephone: 011–353–1–669–0333
WPP 2005 Limited	United Kingdom	7311	Not Applicable	6 Ely Place Dublin 2, Ireland Telephone: 011–353–1–669–0333
WPP 2008 Limited	United Kingdom	7311	Not Applicable	6 Ely Place Dublin 2, Ireland Telephone: 011–353–1–669–0333

PROSPECTUS

WPP Finance 2010

Debt Securities

Guaranteed by

WPP plc

WPP Air 1 Limited

WPP 2008 Limited

WPP 2005 Limited

WPP Finance 2010 may from time to time offer debt securities, which will be guaranteed by WPP plc, WPP Air 1 Limited, WPP 2008 Limited and WPP 2005 Limited and which may be guaranteed by other entities. This prospectus describes some of the general terms that may apply to these securities and the general manner in which these securities may be offered. When we offer securities, the specific terms of the securities, including the offering price, and the specific manner in which they may be offered, will be described in supplements to this prospectus. You should read this prospectus and any applicable prospectus supplement(s) carefully before you invest.

We may sell securities to or through underwriters and also to other purchasers or through agents. The names of any underwriters or agents will be stated in an accompanying prospectus supplement.

Investing in our debt securities involves risks that are described in the “Risk Factors” section of our annual reports filed with the U.S. Securities and Exchange Commission and incorporated by reference herein and/or in the applicable prospectus supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

This prospectus may not be used to sell securities unless it is accompanied by a prospectus supplement.

Prospectus dated September 4, 2012

Table of Contents

About This Prospectus	1
Forward-Looking Statements	2
The Issuer and The Guarantors	3
Use of Proceeds	4
Exchange Rates	5
Ratios of Earnings to Fixed Charges	6
Description of Debt Securities and Guarantees	7
Form of Securities, Clearing and Settlement	23
Plan of Distribution	26
Experts	27
Validity of Securities	28
Enforceability of Civil Liabilities	29
Where You Can Find More Information	30
Incorporation of Certain Documents by Reference	31

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ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission (which we refer to as the “SEC”) using a “shelf” registration process. Under this shelf registration process, WPP Finance 2010 may from time to time offer debt securities, with guarantees of WPP plc, WPP Air 1 Limited, WPP 2008 Limited and WPP 2005 Limited and, to the extent so indicated in an applicable prospectus supplement or otherwise established following the offer and sale of a series of debt securities, guarantees of other entities.

This prospectus only provides a general description of the securities that we may offer and the method by which the securities may be offered. Each time we offer securities, we will prepare a prospectus supplement containing specific information about the terms of the securities that are the subject of the offering and the terms of the offering itself. We may also add, update or change other information contained in this prospectus by means of a prospectus supplement or by incorporating by reference information that WPP plc files with the SEC. The registration statement that we filed with the SEC includes exhibits that provide more detail on certain of the matters discussed in this prospectus. Before you invest in any securities offered by this prospectus, you should read this prospectus, any related prospectus supplement and the related exhibits filed with the SEC, together with the additional information described under the headings “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.”

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FORWARD-LOOKING STATEMENTS

Except for historical statements and discussions, statements contained or incorporated by reference in this prospectus constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Other documents of WPP plc filed with or furnished to the SEC, including those incorporated by reference in this prospectus, may also include forward-looking statements, and other written or oral forward-looking statements have been made and may in the future be made from time to time by us or on our behalf.

Forward-looking statements include, without limitation, plans, objectives, projections and anticipated future economic performance based on expectations, estimates, forecasts, projections, beliefs and/or assumptions that are subject to risks and uncertainties. Forward-looking statements generally can be identified by the use of terms such as “ambition,” “may,” “hope,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “plan,” “seek,” “continue” or similar terms.

By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. These forward-looking statements are based on current expectations, estimates, forecasts and projections about the industries in which we operate, management’s beliefs and assumptions made by management about future events. These forward-looking statements involve known and unknown risks, uncertainties and other factors, many of which are outside of our control, that may cause actual results to differ materially from any future results expressed or implied from the forward-looking statements.

Actual results, performance or events may differ materially from those in such statements due to, without limitation:

• the unanticipated loss of a material client or key personnel,

• delays or reductions in client advertising budgets,

• shifts in industry rates of compensation,

• regulatory compliance costs or litigation,

• natural disasters or acts of terrorism,

• our exposure to changes in the values of major currencies other than the U.K. pound sterling (because a substantial portion of our revenues are derived and costs incurred outside of the United Kingdom), and

• the overall level of economic activity in our 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).

The foregoing list of important factors is not exhaustive. For further discussion of these and other factors, see Item 3.D. “Risk Factors,” Item 4. “Information on the Company,” Item 5. “Operating and Financial Review and Prospects” and Item 11. “Quantitative and Qualitative Disclosures about Market Risk” in WPP plc’s most recent Annual Report on Form 20-F, and the applicable prospectus supplement.

As a result of these and other factors, no assurance can be given as to our future results and achievements. You are cautioned not to put undue reliance on these forward-looking statements, which are neither predictions nor guarantees of future events or circumstances. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable law.

All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are similarly qualified.

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THE ISSUER AND THE GUARANTORS

As used in this prospectus, the “Group” and “WPP Group” refer to WPP plc and its consolidated subsidiaries; the “Issuer” refers to WPP Finance 2010, excluding its subsidiaries and affiliates; the “Subsidiary Guarantors” refers to WPP Air 1 Limited, WPP 2008 Limited and WPP 2005 Limited, excluding their subsidiaries; and the “Parent Guarantor” refers to WPP plc, excluding its subsidiaries and affiliates. References to the “Guarantors” refers collectively to the Parent Guarantor and the Subsidiary Guarantors, in each case unless the context otherwise requires or unless otherwise specified. References to “we”, “our” and “us” refer to the Issuer and WPP plc, collectively, in each case unless the context otherwise requires or unless otherwise specified.

The Group comprises one of the largest communication services businesses in the world. It operates through a number of established global, multinational and national advertising and marketing services companies that are organized into four business segments: Advertising and Media Investment Management; Consumer Insight; Public Relations & Public Affairs; and Branding & Identity, Healthcare and Specialist Communications (including direct, digital, promotion and relationship marketing).

The Group’s largest segment is Advertising and Media Investment Management, where it operates the advertising networks Ogilvy & Mather Advertising, JWT, Y&R, Grey, bates and the United Network, as well as Media Investment Management companies such as MediaCom, MEC, Mindshare, Maxus and tenthavenue. Consumer Insight operations are conducted through Kantar. Public Relations & Public Affairs operates through companies that include Burson-Marsteller, Cohn & Wolfe, Hill+Knowlton Strategies and Ogilvy Public Relations. Branding & Identity, Healthcare and Specialist Communications operations are conducted by companies that include B to D Group, ghg, Wunderman, Sudler & Hennessey, OgilvyOne Worldwide, Ogilvy CommonHealth Worldwide, G2, OgilvyAction, 24/7 Media and other companies.

The Group’s executive office is located at 6 Ely Place, Dublin 2, Ireland, Tel: (353) 1-669-0333, and WPP plc’s registered office is located at 22 Grenville Street, St. Helier, Jersey, JE4 8PX.

The Issuer

WPP Finance 2010 was incorporated on October 26, 2010 and is a private unlimited liability company incorporated under the laws of England and Wales (company number 07419716). It is an indirect, wholly-owned subsidiary of WPP plc.

The Guarantors

WPP plc was incorporated on September 12, 2008 as a public company limited by shares incorporated under the laws of Jersey (company number 101749) and became the ultimate parent of the Group on November 19, 2008.

WPP Air 1 Limited was incorporated on September 30, 2008 as a company limited by shares incorporated under the laws of Ireland (company number 462735). It is a direct, wholly-owned subsidiary of WPP plc.

WPP 2008 Limited (formerly WPP Group plc) was incorporated on August 16, 2005 and is now a private limited company incorporated under the laws of England and Wales (company number 05537577). It is an indirect, wholly-owned subsidiary of WPP Air 1 Limited. WPP 2008 Limited was the ultimate parent of the Group from October 25, 2005 until November 19, 2008.

WPP 2005 Limited (formerly WPP Group plc) was incorporated on March 1, 1971 and is now a private limited company incorporated under the laws of England and Wales (company number 01003653). It is a direct, wholly-owned subsidiary of WPP 2008 Limited. WPP 2005 Limited was the ultimate parent of the Group until October 25, 2005.

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USE OF PROCEEDS

Unless otherwise disclosed in connection with a particular offering of securities in a prospectus supplement, we intend to use the net proceeds from the sale of the debt securities for general corporate purposes, including funding working capital and capital expenditures, possible acquisitions and, subject to market conditions, repayment of debt.

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EXCHANGE RATES

The annual average of the daily Bloomberg Closing Mid Point rate for U.K. work days for pounds sterling expressed in U.S. dollars for each of the five years ended December 31, 2011 was:

Year ended December 31,	Average
2007		2.0019
2008		1.8524
2009		1.5667
2010		1.5461
2011		1.6032

The following table sets forth, for each of the most recent six completed months and the current month, the high and low Bloomberg Closing Mid Point rates. As of September 3, 2012, the Bloomberg Closing Mid Point rate was £1.00 = U.S.$1.5887.

Period	High		Low
March 2012		1.5991		1.5635
April 2012		1.6257		1.5826
May 2012		1.6219		1.5416
June 2012		1.5731		1.5356
July 2012		1.5874		1.5506
August 2012		1.5724		1.5422
September 2012 (through September 3, 2012)		1.5887		1.5887

There can be no assurance that the pound sterling will depreciate or appreciate significantly in the future.

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RATIOS OF EARNINGS TO FIXED CHARGES

The data presented below is derived from the financial statements included in the documents incorporated by reference and other financial information previously filed with the SEC as part of WPP plc’s and its predecessors’ Annual Reports on Form 20-F. WPP plc prepares its consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

The following table sets forth WPP plc’s and its predecessors’ unaudited consolidated ratios of earnings to fixed charges for the six months ended June 30, 2012 and 2011 and the years ended December 31, 2011, 2010, 2009, 2008 and 2007. The table should be read in conjunction with the financial statements and other financial information included in the documents incorporated by reference.

	Six months ended June 30,				Year ended December 31,
	2012		2011		2011		2010		2009		2008		2007
(£ millions, except ratio information)	(unaudited)
EARNINGS
Profit before taxation (excluding share of results of associates)		329.7		309.8		942.3		796.1		605.6		700.8		678.0
Dividend from associates		25.3		23.9		57.2		53.3		45.5		44.6		28.0
Interest expense		125.8		123.7		253.4		230.9		309.3		280.5		216.3
Interest component of rent expense		76.7		74.0		151.2		147.3		144.8		108.4		87.0
Total Earnings		557.5		531.4		1,404.1		1,227.6		1,105.2		1,134.3		1,009.3
FIXED CHARGES
Interest expense(1)		125.8		123.7		253.4		230.9		309.3		280.5		216.3
Interest component of rent expense(2)		76.7		74.0		151.2		147.3		144.8		108.4		87.0
Total Fixed Charges		202.5		197.7		404.6		378.2		454.1		388.9		303.3
Ratio of Earnings to Fixed Charges		2.75x		2.69x		3.47x		3.25x		2.43x		2.92x		3.33x

(1) Interest expense excludes interest on pension plans liabilities and revaluation of financial instruments accounted for at fair value through profit and loss.

(2) The interest component of rent expense is one-third of rent expense as representative of the interest portion of rentals.

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DESCRIPTION OF DEBT SECURITIES AND GUARANTEES

The following section summarizes general terms that are common to all series of debt securities to be offered and sold pursuant to the registration statement of which this prospectus forms a part by WPP Finance 2010, the Issuer, and guaranteed by WPP plc, WPP Air 1 Limited, WPP 2008 Limited and WPP 2005 Limited, the Guarantors, and to the indenture under which such securities are issued, unless otherwise indicated in this section or in the prospectus supplement relating to a particular series. We will describe the specific terms of each series of securities we offer in a supplement to this prospectus.

Because this section is a summary, it does not describe every aspect of the debt securities, guarantees and the indenture. This summary is subject to and qualified in its entirety by reference to all the provisions of the indenture, including the definition of various terms used in the indenture. For example, this prospectus describes the meanings of only the more important terms that have been given special meanings in the indenture.

The indenture and its associated documents, including the debt securities we are offering, contain the full legal text of the matters summarized in this section. We have filed a copy of the indenture with the SEC as an exhibit to the registration statement of which this prospectus forms a part. Upon request, we will provide you with a copy of the indenture. See “Where You Can Find More Information” for information concerning how to obtain a copy.

In this section, references to “debt securities” include both the debt securities and the related guarantees, except where otherwise indicated or as the context otherwise requires. References to “holders” mean persons who have debt securities registered in their names on the books that we or the trustee maintain for this purpose, and not those who own beneficial interests in debt securities issued in book-entry form through The Depository Trust Company or in debt securities registered in street name. Owners of beneficial interests in debt securities should refer to “Form of Securities, Clearing and Settlement.” The definitions of certain capitalized terms used in this section are set forth below under “—Definitions.”

The debt securities will be issued in one or more series. The following discussion of provisions of the debt securities and the guarantees, including, among others, the discussion of provisions described under “—Optional Redemption and Optional Repurchase”, “—Events of Default and Remedies”, “—Modification and Waiver” and “—Defeasance” below, applies to individual series of debt securities.

General

Indenture

The debt securities will be issued under an indenture (as the same may be amended or supplemented from time to time, the “indenture”). The indenture is an agreement among the Issuer, WPP plc, WPP Air 1 Limited, WPP 2008 Limited and WPP 2005 Limited, as guarantors, Wilmington Trust, National Association, as trustee (the “trustee”) and Citibank, N.A. as “security registrar” and “paying agent.”

The trustee, security registrar and paying agent, as applicable, have the following two main roles:

• First, the trustee can enforce your rights against the Issuer if it defaults in respect of the debt securities and against a Guarantor if it defaults in respect of its guarantee. There are some limitations on the extent to which the trustee acts on your behalf, which are described under “—Events of Default and Remedies.”

• Second, the trustee, security registrar or paying agent, as applicable, performs administrative duties for us, such as making interest payments and sending notices to holders of debt securities.

The indenture does not contain any financial covenants and, accordingly, holders of debt securities issued under the indenture will not benefit from any financial covenants unless otherwise indicated in the applicable

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prospectus supplement. Unless otherwise indicated in the applicable prospectus supplement, neither the Issuer nor any Guarantor (or any of their subsidiaries) will be restricted under the indenture from paying dividends or issuing or repurchasing securities or from incurring additional indebtedness in the future.

Guarantees

The Guarantors will guarantee, on a joint and several basis, the full and punctual payment of principal, premium, if any, interest, additional amounts and any other amounts that may become due and payable by the Issuer in respect of a series of debt securities and under the indenture. Each of the guarantees will be full and unconditional subject to the possible release or replacement of such guarantee upon certain mergers, consolidations or sales of all or substantially all of a Guarantor’s properties and assets or upon the satisfaction or defeasance of a series of debt securities. If the Issuer fails to pay any such amount, the Guarantors will immediately pay the amount that is due and required to be paid.

If any direct or indirect parent of WPP plc, or any of WPP plc’s subsidiaries that is not a Guarantor, or any other subsidiary of any Parent Guarantor, becomes a guarantor under any of the Eurobonds, Sterling bonds or USA notes, then such guaranteeing entity shall become a guarantor of the debt securities. As used herein, the term “Eurobonds” means the €500 million of 5.25% bonds due January 2015 issued by WPP Finance S.A., the €600 million of 4.375% bonds due December 2013 issued by WPP 2008 Limited (formerly WPP Group plc) and the €750 million of 6.625% bonds due in 2016 issued by WPP 2008 Limited (formerly WPP Group plc); the term “Sterling bonds” means the £400 million of 6% bonds due April 2017 issued by WPP 2008 Limited (formerly WPP Group plc), the £200 million of 6.375% bonds due November 2020 issued by WPP Finance S.A. and the £450 million of 5.75% convertible bonds due May 2014 issued by WPP plc; and the term “USA notes” means the U.S.$369 million of 5.875% notes due June 2014 issued by WPP Finance (UK), the U.S.$600 million of 8% senior notes due September 2014 issued by WPP Finance (UK) and the approximately U.S.$812.4 million of 4.75% senior notes due November 2021 issued by the Issuer. Notwithstanding the foregoing, neither WPP Air 3 Limited, a wholly owned direct subsidiary of WPP Air 1 Limited and a guarantor of the £450 million of 5.75% convertible bonds due May 2014, nor Young & Rubicam Brands US Holdings, a wholly owned indirect subsidiary of WPP Air 1 Limited and a guarantor of the USA notes, will be required to become a guarantor of any notes issued and sold under the indenture.

Ranking of Debt Securities and Guarantees

WPP plc is a holding company and its principal assets are shares that it holds in its subsidiaries. The debt securities will not be secured by any of the Issuer’s assets or properties. As a result, by owning the debt securities, you will be one of the Issuer’s unsecured creditors. The debt securities will not be subordinated to any of the Issuer’s other unsecured debt obligations. In the event of a bankruptcy or liquidation proceeding against the Issuer, the debt securities would rank equally in right of payment with all of the Issuer’s other unsecured and unsubordinated debt.

The Guarantors’ guarantees of the debt securities will not be secured by any of their assets or properties. As a result, if the Guarantors are required to pay under the guarantees, holders of the debt securities would be unsecured creditors of the Guarantors. The guarantees will not be subordinated to any of the Guarantors’ other unsecured debt obligations. In the event of a bankruptcy or liquidation proceeding against any of the Guarantors, the guarantees would rank equally in right of payment with all of such Guarantor’s other unsecured and unsubordinated debt.

WPP plc, WPP Air 1 Limited, WPP 2008 Limited and WPP 2005 Limited are holding companies and currently conduct all of their operations through their subsidiaries. None of the subsidiaries of WPP plc other than the Issuer and the existing Subsidiary Guarantors will have any obligations with respect to the debt securities unless other entities become guarantors. As a result, the debt securities and guarantees will be effectively subordinated to claims of creditors (including trade creditors and preferred stockholders, if any) of each of the subsidiaries other than the Issuer and the existing Subsidiary Guarantors and any other entities that become Subsidiary Guarantors.

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Stated Maturity and Maturity

The day on which the principal amount of the debt securities is scheduled to become due is called the “stated maturity” of the principal of such debt securities. The principal of the debt securities may become due before its stated maturity by reason of redemption, repurchase or acceleration after a default. The day on which the principal of the debt securities actually becomes due, whether at its stated maturity or earlier, is called the “maturity” of the principal of the debt securities.

We also use the terms “stated maturity” and “maturity” to refer to the dates when interest payments become due. For example, we may refer to a regular interest payment date when an installment of interest is scheduled to become due as the “stated maturity” of that installment. When we refer to the “stated maturity” or the “maturity” of the debt securities without specifying a particular payment, we mean the stated maturity or maturity, as the case may be, of the principal of the debt securities.

Form and Denominations

The debt securities will be issued only in registered form without coupons and in denominations of U.S.$1,000 and integral multiples of U.S.$1,000 in excess thereof, unless otherwise specified in the applicable prospectus supplement.

Except in limited circumstances, the debt securities will be issued in the form of global debt securities. See “Form of Securities, Clearing and Settlement.”

Further Issues

Unless otherwise specified in the applicable prospectus supplement, the Issuer reserves the right, from time to time without the consent of holders of a series of debt securities, to issue additional debt securities of the same series on terms and conditions identical to those of the debt securities, which additional debt securities will increase the aggregate principal amount of, and will be consolidated and form a single series with, such debt securities.

Payment Provisions

Payments on the Debt Securities

The Issuer will pay interest on the debt securities on the interest payment dates stated in the applicable prospectus supplement and at maturity. Each payment of interest due on an interest payment date or at maturity will include interest accrued from and including the last date to which interest has been paid or made available for payment, or from the issue date, if none has been paid or made available for payment, to but excluding the relevant payment date.

For interest due on a debt security on an interest payment date, the Issuer will pay the interest to the holder in whose name the debt security is registered at the close of business on the regular record date relating to the interest payment date. For interest due at maturity but on a day that is not an interest payment date, the Issuer will pay the interest to the person or entity entitled to receive the principal of the debt security. For principal due on a debt security at maturity, the Issuer will pay the amount to the holder of the debt security against surrender of the debt security at the proper place of payment.

Unless otherwise specified in the applicable prospectus supplement, the Issuer will compute interest on debt securities bearing interest at a fixed rate on the basis of a 360-day year of twelve 30-day months.

The regular record dates relating to the interest payment dates for any debt security will be set forth in the applicable prospectus supplement.

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Payments on Debt Securities in Global Form. For debt securities issued in global form, the Issuer will make payments on the debt securities in accordance with the applicable policies of The Depository Trust Company or other depositary as in effect from time to time. Under those policies, the Issuer will make payments directly to the depositary, or its nominee, and not to any indirect holders who own beneficial interests in a global debt security. An indirect holder’s right to receive those payments will be governed by the rules and practices of the depositary and its participants.

Payments on Debt Securities in Certificated Form. For debt securities issued in certificated form, the Issuer will pay interest that is due on an interest payment date by check mailed on the interest payment date to the holder at the holder’s address shown on the trustee’s or the security registrar’s records as of the close of business on the regular record date, and the Issuer will make all other payments by check to the paying agent described below, against surrender of the debt security. All payments by check may be made in next-day funds, that is, funds that become available on the day after the check is cashed. If the Issuer issues debt securities in certificated form, holders of debt securities in certificated form will be able to receive payments of principal and interest on their debt securities at the office of the Issuer’s paying agent maintained in New York City.

Payment When Offices Are Closed

If any payment is due on a debt security on a day that is not a business day, the Issuer will make the payment on the day that is the next business day. Payments postponed to the next business day in this situation will be treated under the indenture as if they were made on the original due date. Postponement of this kind will not result in a default under the debt securities, guarantees or the indenture. No interest will accrue on the postponed amount from the original due date to the next day that is a business day.

“Business day” means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New York City or London generally are authorized or obligated by law, regulation or executive order to close.

Paying Agents

If the Issuer issues debt securities in certificated form, the Issuer may appoint one or more financial institutions to act as its paying agents, at whose designated offices the debt securities may be surrendered for payment at their maturity. The Issuer may add, replace or terminate paying agents from time to time, provided that if any debt securities are issued in certificated form, so long as such debt securities are outstanding, the Issuer will maintain a paying agent in New York City. The Issuer may also choose to act as its own paying agent. Initially, the Issuer has appointed Citibank, N.A. as principal paying agent and Citibank, N.A., London Branch as a paying agent. The Issuer must notify you of changes in the paying agents as described under “—Notices” below.

The Issuer will undertake to maintain a paying agent having offices in at least one major European city and a paying agent in a member state of the European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such Directive.

Unclaimed Payments

All money paid by the Issuer or a Guarantor to a paying agent that remains unclaimed at the end of two years after the amount is due to a holder will be repaid to the Issuer or such Guarantor. After that two-year period, the holder may look only to the Issuer and the Guarantors for payment and not to the trustee, any paying agent or anyone else.

Payment of Additional Amounts

All payments in respect of the debt securities of a series and the related guarantees shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, levies, assessments or

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governmental charges of whatever nature (“taxes”) imposed or levied by or on behalf of (i) the jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the Issuer or any of the Guarantors is incorporated or resident (or deemed for tax purposes to be resident), (ii) the jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the Issuer or any Guarantor makes payment on the debt securities or the guarantees, or (iii) the United States or any political subdivision or taxing authority thereof or therein (each, an “applicable taxing jurisdiction”), unless such taxes are required by the applicable taxing jurisdiction to be withheld or deducted. In that event, the Issuer or the Guarantors will pay by way of additional interest on the debt securities of such series such additional amounts of, or in respect of, principal, premium, if any, and interest (“additional amounts”) as will result (after deduction of such taxes and any additional taxes payable in respect of such additional amounts) in the payment to each holder of the debt securities of such series of the amounts that would have been payable in respect of such debt security or guarantee had no such withholding or deduction been required, except that no additional amounts shall be so payable for or on account of:

(1) any taxes that would not have been imposed but for the fact that such holder:

(a) was a resident, domiciliary or national of, or engaged in business or maintained a permanent establishment or was physically present in, the applicable taxing jurisdiction or otherwise had some connection with the applicable taxing jurisdiction other than the mere ownership of, or receipt of payment under, such debt security or guarantee;

(b) presented (if presentation is required) such debt security or guarantee for payment in the applicable taxing jurisdiction, unless such debt security or guarantee could not have been presented for payment in another member state of the European Union; or

(c) presented (if presentation is required) such debt security or guarantee, as the case may be, more than 30 days after the date on which the payment in respect of such debt security first became due and payable or provided for, whichever is later, except to the extent that the holder would have been entitled to such additional amounts if it had presented such debt security or guarantee for payment on any day within such period of thirty (30) days;

(2) any estate, inheritance, gift, sale, transfer, personal property or similar taxes;

(3) any taxes that are payable otherwise than by withholding or deduction from payments of, or in respect of, principal, premium, if any, or interest on such debt security or guarantee, as the case may be;

(4) any taxes that are imposed or withheld by reason of the failure to comply by the holder or the beneficial owner of a debt security of such series with a request from the Issuer or any Guarantor addressed to the holder and received by such holder at least thirty (30) days prior to the first payment date with respect to which such information is required (a) to provide information concerning the nationality, residence or identity of the holder or such beneficial owner or (b) to make any declaration or other similar claim or satisfy any information or reporting requirement, which, in the case of (a) or (b), is required or imposed by a statute, treaty, regulation or administrative practice of the applicable taxing jurisdiction as a precondition to exemption from all or part of such tax, assessment or other governmental charge;

(5) any tax imposed on a payment to an individual and required to be made pursuant to European Council Directive 2003/48/EC on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive;

(6) any taxes payable by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting the relevant debt security of such series or related guarantee to another paying agent in a member state of the European Union; or

(7) any combination of items (1), (2), (3), (4), (5) and (6);

nor shall additional amounts be paid with respect to any payment of the principal of, premium, if any, or interest on any such debt security or guarantee to any holder who is a fiduciary or partnership or other than the

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sole beneficial owner of such payment to the extent such payment would be required by the laws of the applicable taxing jurisdiction to be included in the income for tax purposes of a beneficiary or settler with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to such additional amounts had it been the holder of the debt security.

Whenever there is mentioned, in any context, the payment in respect of the debt securities of a series or the related guarantees, such mention shall be deemed to include mention of the payment of additional amounts provided for in the indenture to the extent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant to the indenture.

Redemption and Optional Repurchase

The Issuer will not be permitted to redeem the debt securities of a series before their stated maturity, except as set forth below. The debt securities will not be entitled to the benefit of any sinking fund—meaning that we will not deposit money on a regular basis into any separate account to repay your debt securities. In addition, you will not be entitled to require the Issuer or the Guarantors to repurchase your debt securities from you before their stated maturity, except as set forth below.

Optional Redemption

If so indicated in the applicable prospectus supplement, the Issuer will be entitled, at its option, to redeem some or all of the outstanding debt securities of a series from time to time at the redemption price set forth in the applicable prospectus supplement. If the debt securities of a series are redeemable only on or after a specified date or upon the satisfaction of additional conditions, the prospectus supplement will specify the date or describe the conditions. In each case the Issuer will also pay you accrued and unpaid interest, if any, to, but excluding, the redemption date. Debt securities of a series will stop bearing interest on the redemption date, even if you do not collect your money.

Tax Redemption

If as the result of any change in or any amendment to the laws, regulations or published tax rulings of the applicable taxing jurisdiction affecting taxation, or any change in the official administration, application or interpretation of such laws, regulations or published tax rulings either generally or in relation to the debt securities or the guarantees, which change or amendment becomes effective on or after the original issue date of the debt securities of a series, it is determined by the Issuer and the Guarantors that the Issuer or a Guarantor (x) would be required to pay any additional amounts pursuant to the indenture or the terms of any debt security of such series or related guarantee in respect of interest on the next succeeding interest payment date (assuming, in the case of a Guarantor, a payment in respect of such interest was required to be made by such Guarantor under its guarantee thereof on such interest payment date), and (y) such obligation cannot be avoided by the Issuer or such Guarantor taking reasonable measures available to the Issuer or such Guarantor (including by having payments with respect to the debt securities or guarantees made by the Issuer or a Guarantor that would not be required to pay any additional amounts), the Issuer may, at its option, redeem all (but not less than all) the debt securities of such series at any time following such an event, upon not less than 30 nor more than 60 days’ written notice as provided in the indenture, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest (including additional interest and additional amounts, if any) to, but excluding, the date fixed for redemption; provided, however, that (a) no such notice of redemption may be given earlier than 60 days prior to the earliest date on which the Issuer or such Guarantor would be obligated to pay such additional amounts were a payment in respect of the debt securities of such series or related guarantees, as the case may be, then due and (b) at the time any such redemption notice is given, such obligation to pay such additional amounts must remain in effect. Prior to the giving of any notice of redemption pursuant to this paragraph, the Issuer shall deliver to the trustee (i) an opinion of an independent legal adviser of recognized standing in the relevant jurisdiction to the effect that the Issuer or a Guarantor would be required to pay

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additional amounts on the next payment in respect of the debt securities of such series and (ii) an officers’ certificate to the effect that such obligation cannot be avoided by the Issuer or such Guarantor, taking reasonable measures available to the Issuer or the Guarantor, and the trustee shall be entitled to accept such opinion and officers’ certificate as sufficient evidence of the satisfaction of the condition precedent set out above in which event it shall be conclusive and binding on the holders of the debt securities.

If (1) the Issuer or the Guarantors shall have on any date (the “succession date”) consolidated with or merged into, or conveyed or transferred or leased all or substantially all of the Issuer’s or the Guarantors’ properties and assets to any successor person (as defined in the indenture) that is organized under the laws of any jurisdiction other than the jurisdiction in which the Issuer or any Guarantor is organized, (2) as the result of any change in or any amendment to the laws, regulations or published tax rulings of such jurisdiction of organization, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or any change in the official administration, application or interpretation of such laws, regulations or published tax rulings either generally or in relation to any particular series of debt securities or related guarantees, which change or amendment becomes effective on or after the succession date, such successor person would be required to pay any additional amounts pursuant to the indenture or the terms of the debt securities of such series or the related guarantees in respect of interest on any debt securities on the next succeeding interest payment date, and (3) such obligation cannot be avoided by the successor person taking reasonable measures available to it, the Issuer or such successor person may at the Issuer’s or such successor person’s option, redeem all (but not less than all) of the debt securities of such series, upon not less than 30 nor more than 60 days’ written notice as provided in the indenture, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest (including additional interest) to, but excluding, the date fixed for redemption and additional amounts, if any; provided, however, that (1) no such notice of redemption may be given earlier than 60 days prior to the earliest date on which a successor person would be obligated to pay such additional amounts were a payment in respect of the debt securities or the related guarantees, as the case may be, then due, and (2) at the time any such redemption notice is given, such obligation to pay such additional amounts must remain in effect. Prior to the giving of any notice of redemption to all holders of the debt securities pursuant to this paragraph, the successor person shall deliver to the trustee (i) an opinion of an independent legal adviser of recognized standing in the relevant jurisdiction to the effect that such successor person would be required to pay additional amounts on the next payment in respect of the debt securities and (ii) an officers’ certificate to the effect that such obligation cannot be avoided by the successor person taking reasonable measures available to it, and the trustee shall be entitled to accept such opinion and officers’ certificate as sufficient evidence of the satisfaction of the condition precedent set out above in which event it shall be conclusive and binding on the holders of the debt securities.

Optional Repurchase

If so indicated in the applicable prospectus supplement, holders will be entitled, at their option, to require the Issuer to repurchase some or all of their outstanding debt securities of a series from time to time at the repurchase price set forth in the applicable prospectus supplement. If the debt securities are subject to repurchase only on or after a specified date or upon the satisfaction of additional conditions, the prospectus supplement will specify the date or describe the conditions. In each case the Issuer will also pay you accrued and unpaid interest, if any, to, but excluding, the repurchase date. Debt securities as to which repurchase rights are exercised will stop bearing interest on the repurchase date, even if you do not collect your money.

Covenants

The following covenants will apply to WPP plc and its Restricted Subsidiaries (as defined below) for so long as any debt security remains outstanding. These covenants restrict WPP plc’s ability and the ability of these subsidiaries to enter into certain transactions. However, these covenants do not limit the ability of any entity to incur indebtedness or require compliance with financial ratios or the maintenance of specified levels of net worth or liquidity.

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Negative Pledge

Pursuant to the indenture, for so long as any of the debt securities remain outstanding, WPP plc will not, and will not permit its Restricted Subsidiaries to, create, suffer or permit to subsist any mortgage, charge, pledge, lien or other security interest (each, a “Security Interest” and, collectively, “Security Interests”) on the whole or any part of our or their respective present or future assets (other than Permitted Security Interests) without making effective provision whereby all the debt securities shall be directly secured equally and ratably with the obligation secured by such Security Interest.

If, as provided above under “—Guarantees”, a direct or indirect parent of WPP plc becomes a Guarantor of the debt securities, then the foregoing covenant shall cease to have effect and it shall be replaced by a covenant providing that, for so long as any of the debt securities remain outstanding, the Parent Guarantor will not, and will not permit any of its Restricted Subsidiaries to, create, suffer or permit to subsist any Security Interest on the whole or any part of our or their respective present or future assets (other than Permitted Security Interests) without making effective provision whereby all the debt securities shall be directly secured equally and ratably with the obligation secured by such Security Interest.

Limitation on Sale and Leaseback Transactions

Pursuant to the indenture, for so long as any of the debt securities remain outstanding, WPP plc will not, and will not permit its Restricted Subsidiaries to, enter into any arrangement with any bank, insurance company or other lender or investor (not including WPP plc or any of its Subsidiaries), or to which any such lender or investor is a party, providing for the leasing by WPP plc or such Subsidiary for a period, including renewals, in excess of three years of any assets that have been owned by WPP plc or any Restricted Subsidiary for more than 270 days and which have been or are to be sold or transferred by WPP plc or any Restricted Subsidiary to such lender or investor or, as a part of such arrangement, to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such assets (a “sale and leaseback transaction”) unless WPP plc or such Restricted Subsidiary, applies within one year after the sale or transfer will have been made by WPP plc or such Restricted Subsidiary, an amount equal to the net proceeds of the sale of the assets sold and leased back pursuant to such arrangement (a) to the retirement of Indebtedness incurred, assumed or guaranteed by WPP plc or any of its Subsidiaries which by its terms matures at, or is extendible or renewable at the option of the obligor to, a date more than 12 months after the date of incurring, assuming or guaranteeing such Indebtedness or (b) to investment in any of WPP plc’s assets or the assets any of our Subsidiaries.

Notwithstanding the foregoing, WPP plc or any of its Restricted Subsidiaries may enter into sale and leaseback transactions with respect to their respective assets in addition to those permitted above; provided, however, that at the time of entering into such sale and leaseback transactions and after giving effect thereto, WPP plc or the Restricted Subsidiary would be entitled pursuant to any Permitted Security Interests to create, suffer or permit to subsist a Security Interest on such assets without making effective provision whereby all the debt securities shall be directly secured equally and ratably with such Indebtedness.

If, as provided above under “—Guarantees”, a direct or indirect parent of WPP plc becomes a Guarantor of the debt securities, then the foregoing covenant shall cease to have effect and it shall be replaced by a covenant providing that, for so long as any of the debt securities remain outstanding, the Parent Guarantor will not, and it will not permit any of its Restricted Subsidiaries to, enter into any arrangement with any bank, insurance company or other lender or investor (not including the Parent Guarantor or any of its Subsidiaries), or to which any such lender or investor is a party, providing for the leasing by the Parent Guarantor or any such Restricted Subsidiary for a period, including renewals, in excess of three years of any assets which have been owned by the Parent Guarantor or any of its Restricted Subsidiaries for more than 270 days and which have been or are to be sold or transferred by the Parent Guarantor or any of its Restricted Subsidiaries to such lender or investor or, as a part of such arrangement, to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such assets (a “sale and leaseback transaction”) unless the Parent Guarantor applies or such Restricted Subsidiary, within one year after the sale or transfer will have been made by the Parent Guarantor

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or such Restricted Subsidiary, applies an amount equal to the net proceeds of the sale of the assets sold and leased back pursuant to such arrangement (a) to the retirement of Indebtedness incurred, assumed or guaranteed by the Parent Guarantor or any of its Subsidiaries which by its terms matures at, or is extendible or renewable at the option of the obligor to, a date more than 12 months after the date of incurring, assuming or guaranteeing such Indebtedness or (b) to investment in any assets of the Parent Guarantor or any of its Subsidiaries.

Notwithstanding the foregoing, the Parent Guarantor or any of its Restricted Subsidiaries may enter into sale and leaseback transactions with respect to its or their respective assets in addition to those permitted above; provided, however, that at the time of entering into such sale and leaseback transactions and after giving effect thereto, the Parent Guarantor or the Restricted Subsidiary would be entitled pursuant to any Permitted Security Interests to create, suffer or permit to subsist a Security Interest on such assets without making effective provision whereby all the debt securities shall be directly secured equally and ratably with such Indebtedness.

Consolidation, Merger, Conveyance, Transfer or Lease

The indenture provides that for so long as any of the debt securities are outstanding, neither the Issuer nor any Guarantor may consolidate with or merge with or into any other person, or convey, transfer or lease all or substantially all of its properties and assets to any person, unless:

(i) any person formed by such consolidation or into which the Issuer or such Guarantor is merged or to whom the Issuer or such Guarantor has conveyed, transferred or leased all or substantially all of its properties and assets is a corporation, partnership, trust, company or other entity organized and validly existing under the laws of the United Kingdom or any jurisdiction thereof, Jersey, any jurisdiction included from time to time in the European Union (or its successors), the United States, any state thereof or the District of Columbia, and such person expressly assumes, by a supplemental indenture executed and delivered to the trustee, the Issuer’s or such Guarantor’s obligations on the debt securities or the guarantees, as the case may be, and under the indenture (including any obligation to pay any additional amounts and, in the case of a Guarantor, the performance or observation of its guarantees);

(ii) in the case of such consolidation, merger, conveyance, transfer or lease by the Issuer or any Guarantor, immediately after giving effect to the transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing;

(iii) any such person, or any Parent of such person, shall expressly agree by a supplemental indenture, among other things, to indemnify the holder of each debt security against (a) any tax, duty, levy, assessment or governmental charge imposed on such holder or required to be withheld or deducted from any payment to such holder as a consequence of such consolidation, merger, conveyance, transfer or lease and (b) any costs or expenses of the act of such consolidation, merger, conveyance, transfer or lease; and

(iv) certain other conditions are met.

Notwithstanding the foregoing, this covenant shall not apply to any conveyance, transfer or lease of all or substantially all of the properties and assets of any entity to the extent that the person to which such properties or assets are conveyed, transferred or leased is a Guarantor of the debt securities or becomes a guarantor of the debt securities concurrent with any such conveyance, transfer or lease of all or substantially all of our or its properties and assets, or is a wholly-owned subsidiary of any such Guarantor or person who so becomes a guarantor.

Provision of Information

WPP plc or any successor Parent Guarantor will furnish the trustee with copies of its annual report and the information, documents and other reports that it is required to file with or furnish to the SEC pursuant to Section 13 or 15(d) of the Exchange Act, including annual reports on Form 20-F and reports on Form 6-K or copies of the information included in such reports on Form 6-K (or annual reports on Form 10-K, quarterly

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reports on Form 10-Q and current reports on Form 8-K, if the reporting person is not a foreign private issuer). In addition, to the extent that such reports are not available on the SEC’s website or the website of WPP plc or any successor Parent Guarantor, then such entity will make the same information, documents and other reports available, at its expense, to holders who so request in writing.

If any of WPP plc’s executive officers becomes aware that a default or event of default or an event that with notice or the lapse of time would be an event of default has occurred and is continuing, as the case may be, WPP plc will also file a certificate with the trustee describing the details thereof and the action we are taking or propose to take.

For so long as the debt securities are listed on a securities exchange, WPP plc or any Parent Guarantor will make any reports or other information supplied to the trustee pursuant to this covenant available at the office of WPP plc’s paying agent or transfer agent in the jurisdiction where such exchange is located and will notify such exchange of the occurrence of any event of default and, prior to publication of notice of such event of default in the jurisdiction where such exchange is located, submit a draft of the notice to such exchange.

Definitions

“Indebtedness” means any indebtedness of any person for money borrowed, whether incurred, assumed or guaranteed, and including obligations under capitalized leases.

“Permitted Security Interests” means:

(1) Security Interests arising by operation of law in the ordinary course of business including, without limitation, statutory liens and encumbrances;

(2) any Security Interest over the assets and/or revenues of a company which became or becomes a Subsidiary of the Issuer or a Guarantor after the date of the indenture and which Security Interest is in existence or contracted to be given as at the date it becomes a Subsidiary (and which was not created in contemplation of it becoming a Subsidiary);

(3) those Security Interests existing at the date of the indenture;

(4) Security Interests securing the performance of bids, tenders, bonds, leases, contracts (other than in respect of Indebtedness), statutory obligations, surety, customs and appeal bonds and other obligations of like nature (but not including obligations in respect of Indebtedness) incurred in the ordinary course of business;

(5) Security Interests arising out of judgments or awards which are being contested in good faith and with respect to which an appeal or proceeding for review has been instituted or the time for doing so has not yet expired;

(6) Security Interests upon any property which are created or incurred contemporaneously with the acquisition of such property to secure or provide for the payment of any part of the purchase price of such property (but no other amounts); provided that any such Security Interest shall not apply to any other property of the purchaser thereof;

(7) any Security Interest arising out of title retention provisions in a supplier’s conditions of supply of goods or services acquired by the Parent Guarantor or any of its Subsidiaries in the ordinary course of business;

(8) any right of any bank or financial institution of combination or consolidation of accounts or right to set-off or transfer any sum or sums standing to the credit of any account (or appropriate any securities held by such bank or financial institution) in or towards satisfaction of any present or future liabilities to that bank or financial institution;

(9) any Security Interest securing Indebtedness re-financing Indebtedness secured by Security Interests permitted by clauses (2), (3) or (6) above or this clause (9); provided that the maximum principal amount of

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the Indebtedness secured by such Security Interests at the time of such refinancing is not increased and such Security Interests do not extend to any assets which were not subject to the Security Interests securing the re-financed Indebtedness;

(10) Security Interests in favor of WPP plc or any of its Restricted Subsidiaries or, after the time that the debt securities are guaranteed by a Parent Guarantor other than WPP plc, Security Interests in favor of the Parent Guarantor or any of its Restricted Subsidiaries;

(11) (a) any Security Interests created or outstanding on or over any of the assets of WPP plc or any of its Subsidiaries issued in connection with an accounts receivable purchase facility, provided that the aggregate outstanding amount secured by such Security Interests permitted by this clause (11)(a) created or outstanding shall not at any time exceed 15% of the total assets (meaning fixed assets plus current assets as shown on our consolidated financial statements) of WPP plc as reported at the most recent year-end or (b) after the time that the debt securities are guaranteed by a Parent Guarantor other than WPP plc (following which time clause (11)(a) shall cease to have effect), any Security Interests created or outstanding on or over any of the Parent Guarantor’s assets or the assets of any of its Subsidiaries issued in connection with an accounts receivable purchase facility provided that the aggregate outstanding amount secured by such Security Interests permitted by this clause (11)(b) created or outstanding shall not at any time exceed 15% of the total assets (meaning fixed assets plus current assets as shown on our consolidated financial statements) of the Parent Guarantor as reported at the most recent year-end (or if the Parent Guarantor did not file reports as of the most recent year-end, 15% of the total assets (meaning fixed assets plus current assets as shown on our consolidated financial statements) of WPP plc as reported at the most recent year-end as reported by WPP plc); and

(12) (a) any other Security Interest created or outstanding on or over any of the assets of WPP plc or any of its Restricted Subsidiaries; provided that the aggregate outstanding amount secured by all such Security Interests permitted by this clause (12)(a) created or outstanding shall not at any time exceed U.S.$40,000,000 or (b) after the time that the debt securities are guaranteed by a Parent Guarantor other than WPP plc (following which time clause (12)(a) shall cease to have effect), any other Security Interest created or outstanding on or over any of the Parent Guarantor’s assets or the assets of any of its Restricted Subsidiaries; provided, further, that the aggregate outstanding amount secured by all such Security Interests permitted by this clause (12)(b) created or outstanding shall not at any time exceed U.S.$40,000,000.

“Restricted Subsidiary” means any Subsidiary whose consolidated revenue shall have exceeded 5% of the consolidated revenues of WPP plc and its Subsidiaries taken as a whole for that financial year or any other Subsidiary designated by WPP plc from time to time as a Restricted Subsidiary in WPP plc’s sole discretion; provided, that after the time that the debt securities are guaranteed by a Parent Guarantor other than WPP plc, “Restricted Subsidiary” shall be any Subsidiary whose consolidated revenue shall have exceeded 5% of consolidated revenues of the Parent Guarantor and its Subsidiaries taken as a whole for that financial year (or if the Parent Guarantor has existed for less than one year, 5% of the consolidated revenues of WPP plc and its Subsidiaries taken as a whole for that financial year), or any other Subsidiary designated by the Parent Guarantor from time to time as a Restricted Subsidiary in the Parent Guarantor’s sole discretion.

“Subsidiary” of a specified person means that specified person holds a majority of the voting rights in it, or is a member of it and has the right to appoint or remove a majority of its board of directors or is a member of it and controls alone, pursuant to an agreement with other shareholders or members, a majority of the voting rights in it, or if it is a subsidiary of a company which is itself a subsidiary of that specified person.

Events of Default and Remedies

The following are events of default (“Events of Default”) under the indenture with respect to the debt securities of a series or to the related guarantees:

(a) failure to pay principal of or any premium on any debt securities of such series when due;

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(b) failure to pay any interest (including additional amounts, if any) on any debt securities of such series when due, continued for 30 days;

(c) failure by the Issuer or any Guarantor to perform any other covenant or warranty in the debt securities of such series or the indenture (other than a covenant or warranty included in the indenture solely for the benefit of a different series of the debt securities) continued for 45 days after written notice has been given by the trustee or the holders of at least 25% in aggregate principal amount of the outstanding debt securities of such series, as provided in the indenture;

(d) default under any bond, debenture, note or other evidence of indebtedness for money borrowed by the Issuer or any Guarantor in an amount in excess of U.S.$25,000,000 (or the equivalent thereof in other currencies or currency units) which default shall have resulted in such indebtedness being accelerated prior to the date on which it would otherwise become due and payable, unless such indebtedness is discharged or such acceleration is rescinded or annulled within 10 days after written notice as provided in the indenture has been given by the trustee;

(e) any guarantee of such series of debt securities is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any person acting on behalf of any Guarantor, denies or disaffirms its obligations under the guarantees of such series of debt securities; and

(f) certain events of bankruptcy, insolvency, examinership, reorganization, or désastre proceedings of the Issuer, any Guarantor or any of WPP plc’s “significant subsidiaries” (as defined in Regulation S-X under the U.S. Securities Act of 1933, as amended).

If an Event of Default with respect to the debt securities of a series occurs and is continuing, either the trustee or the holders of at least 25% in aggregate principal amount of the debt securities of such series then outstanding by notice as provided in the indenture may declare the aggregate principal amount of all the debt securities of such series to be due and payable immediately. After any such acceleration, but before a judgment or decree based on acceleration, the holders of a majority in aggregate principal amount of the debt securities of such series then outstanding may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the non-payment of amounts due solely because of such acceleration, have been cured or waived as provided in the indenture. For information as to waiver of defaults, see “—Modification and Waiver.”

An Event of Default for one series of debt securities will not necessarily constitute an event of default for any other series of debt securities issued under the indenture.

Subject to the provisions of the indenture relating to the duties of the trustee in case an Event of Default shall occur and be continuing, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request or direction of any of the holders, unless such holders shall have offered to the trustee security or indemnity reasonably satisfactory to it. Subject to such provisions for the indemnification of the trustee, the holders of a majority in aggregate principal amount of the debt securities of a series then outstanding will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to such series of debt securities.

No holder of a debt security will have any right to institute any proceeding, judicial or otherwise, with respect to the indenture, or for the appointment of a receiver or a trustee, or for any other remedy thereunder, unless (1) such holder has previously given to the trustee written notice of a continuing Event of Default with respect to the debt securities of such series, (2) the holders of at least 25% in aggregate principal amount of the debt securities of such series then outstanding have made written request, and such holder or holders have offered, to the trustee indemnity reasonably satisfactory to it to institute such proceeding as trustee and (3) the trustee has failed to institute such proceeding, and has not received from the holders of a majority in aggregate principal amount of the debt securities of such series then outstanding a direction inconsistent with such request,

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within 60 days after receipt of such notice, request and offer. Such limitations do not apply, however, to a suit instituted by a holder of a debt security for the enforcement of payment of the principal, premium, if any, or interest (including additional amounts, if any) on such debt security on or after the applicable due date specified in such debt security.

Modification and Waiver

Modifications and amendments of the indenture may be made by the Issuer, the Guarantors and the trustee with the consent of the holders of a majority in aggregate principal amount of the outstanding debt securities of a series affected thereby; provided, however, that no such modification or amendment may, without the consent of the holder of each outstanding debt security of the series affected thereby, among other things:

(1) change the stated maturity of the principal of, or any installment of principal of or premium or interest (including additional amounts, if any), on, any debt securities of such series or change the obligation of the Issuer or the Guarantors to pay any additional amounts;

(2) reduce the principal amount of, or rate of interest (or additional amounts, if any), on, or any premium payable upon the redemption or repurchase of, any debt securities of such series;

(3) change the place of payment where, or the currency in which, any debt securities of such series or any premium or interest (including additional amounts, if any) thereon is payable;

(4) impair the right to institute suit for the enforcement of any payment on or with respect to any debt securities of such series on or after the stated maturity or redemption or repurchase date;

(5) reduce the percentage in principal amount of outstanding debt securities of such series, the consent of whose holders is required for modification or amendment of the indenture or for waiver of compliance with certain provisions of the indenture or for waiver of certain defaults;

(6) change in any manner adverse to the holders of the outstanding debt securities of such series the terms and conditions of the obligations of any Guarantor under its guarantee in respect of the debt securities of such series in respect of the due and punctual payment of the principal thereof and any premium or interest (including additional amounts, if any) thereon; or

(7) modify such provisions with respect to modification and waiver.

The indenture may also be modified or amended without the consent of holders of a series of debt securities, among other things:

(1) to evidence the succession of another person to the Issuer or a Guarantor in accordance with certain requirements set forth in the indenture;

(2) to add to the covenants of the Issuer or a Guarantor for the benefit of holders of such series of debt securities or to surrender any power conferred upon the Issuer or a Guarantor;

(3) to add any Events of Default;

(4) to add or to change provisions of the indenture to permit or facilitate the issuance of debt securities in bearer form, Registrable or not Registrable or uncertificated form;

(5) to add to or change or eliminate any of the provisions of the indenture; provided that any such addition, change or elimination (a) will not apply to any debt securities created prior thereto, (b) will not modify the rights of the holder of any such debt security with respect to such provision or (c) will only apply to future issuances;

(6) to modify the restrictions on transferability of the debt securities of a series in order to comply with applicable law;

(7) to secure the debt securities of such series or the related guarantees;

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(8) to establish the form or terms of other series of debt securities as permitted by the indenture;

(9) to provide for successor or additional trustees;

(10) to cure any ambiguity, to correct or supplement any provision which may be defective or inconsistent with any other provision or to make any other provisions with respect to matters or questions arising under the indenture, provided such action shall not adversely affect the interests of any holders of such series of debt securities;

(11) to conform the terms of such series of debt securities with the description thereof set forth in the applicable prospectus supplement and any related term sheet;

(12) to add one or more additional guarantors;

(13) to amend the indenture to conform to the provisions of the U.S. Trust Indenture Act of 1939, as amended; or

(14) to make any other change that does not adversely affect the interests of the holders of such series of debt securities in any material respect.

The holders of a majority in aggregate principal amount of the outstanding debt securities of a series may, on behalf of all holders of such series of debt securities, waive compliance by the Issuer and/or a Guarantor with certain restrictive provisions of the indenture. The holders of a majority in aggregate principal amount of the outstanding debt securities of a series may, on behalf of all holders of such series of debt securities, waive any past default under the indenture and its consequences, except a default in the payment of principal of, premiums if any, or interest (including additional amounts, if any) on, any outstanding debt security of such series or in respect of a covenant or provision which under the indenture cannot be modified or amended without the consent of the holder of each outstanding debt security of such series.

Except in certain limited circumstances, the Issuer or a Guarantor will be entitled to set any day as a record date for the purpose of determining the holders of outstanding debt securities of a series entitled to give or take any direction, notice, consent, waiver or other action under the indenture, in the manner and subject to the limitations provided in the indenture. If a record date is set for any action to be taken by holders, such action may be taken only by persons who are holders of outstanding debt securities of such series on the record date. To be effective, such action must be taken by holders of the requisite aggregate principal amount of such debt securities within a specified period following the record date. For any particular record date, this period will be 180 days or such shorter period as may be specified by the Issuer or a Guarantor, and may be shortened or lengthened (but not beyond 180 days) from time to time.

Defeasance

The indenture provides that the Issuer and the Guarantors (i) will be deemed to have been discharged from any and all obligations in respect of the debt securities of a series and the related guarantees (except for certain obligations to register the transfer of or exchange such debt securities, to replace stolen, lost, destroyed or mutilated notes) upon satisfaction of certain requirements (including, without limitation, providing such security or indemnity as the trustee and the Issuer may require), to maintain paying agents, to pay additional amounts and to hold certain moneys in trust for payment) or (ii) need not comply with certain restrictive covenants of the indenture (including those described under “—Covenants—Negative Pledge” and “—Covenants—Limitation on Sale and Leaseback Transactions” and certain other obligations under the indenture), in each case if the Issuer or a Guarantor deposits, in trust with the trustee or paying agent, as applicable, money in an amount, or U.S. Government Obligations (as defined in the indenture) that through the scheduled payment of principal and interest (including additional amounts, if any) in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the trustee, to pay all the principal of, and any premium and interest (including additional

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amounts, if any) on, the debt securities of such series on the dates such payments are due in accordance with the terms of the indenture and such debt securities. In connection with exercising the option pursuant to clause (i) or (ii) above, the Issuer is required to deliver to the trustee (x) opinions of counsel stating that (a) the beneficial owners of the debt securities of such series will not recognize gain or loss for U.S. federal income tax purposes or be subject to any taxes or recognize gain or loss for income tax purposes in the jurisdictions in which the Issuer is organized, resident or carries on business as a result of the exercise of such option and will be subject to U.S. federal income tax and income taxes, capital and other taxes, including withholding taxes, in such jurisdictions in the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised, which in the case of clause (i) must be based on a change in law or published ruling by the U.S. Internal Revenue Service and (b) the deposit shall not result in the Issuer being deemed an “investment company” required to register under the U.S. Investment Company Act of 1940, as amended, (y) an officers’ certificate to the effect that debt securities of such series, if then listed on any securities exchange, will not be delisted as a result of such deposit and (z) an officers’ certificate and an opinion of counsel as to compliance with all applicable conditions precedent provided for in the indenture relating to the defeasance of such debt securities.

Distributable Reserves Consent

Each holder will be deemed to consent to the Issuer or any Guarantor (or any additional or successor Guarantor) applying to a court of competent jurisdiction for an order sanctioning a reduction in any of its share capital accounts including, without limitation, by re-characterizing any sum standing to the credit of a share premium account as a distributable reserve.

Notices

As long as debt securities of a series remain in global form, notices to be given to holders of such debt securities will be given to DTC, in accordance with its applicable policies as in effect from time to time. If the Issuer issues debt securities in certificated form, notices to be given to holders will be sent by mail to the respective addresses of the holders as they appear in the trustee’s or the security registrar’s records, and will be deemed given when mailed. For so long as any debt securities are listed on any securities exchange, the Issuer will publish such notices as may be required by the rules and regulations of such securities exchange.

Neither the failure to give any notice to a particular holder, nor any defect in a notice given to a particular holder, will affect the sufficiency of any notice given to another holder.

Governing Law

The indenture, the debt securities and the guarantees will be governed by and construed in accordance with the laws of the State of New York.

Consent to Service of Process; Submission to Jurisdiction

The indenture will provide that the Issuer and the Guarantors will each appoint CT Corporation System, 111 Eighth Avenue, New York, New York 10011, as its authorized agent for service of process in any legal action or proceeding arising out of or in relation to the indenture, the debt securities or the guarantees brought in any Federal or state court in the Borough of Manhattan, The City of New York, New York, and the Issuer and the Guarantors will each irrevocably submit to the non-exclusive jurisdiction of such courts.

Currency Indemnity

The obligations of the Issuer and the Guarantors under the debt securities of a series and the guarantees, respectively, will be discharged only to the extent that the relevant holder is able to purchase U.S. dollars with

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any other currency paid to that holder in accordance with any judgment or otherwise. If the holder cannot purchase U.S. dollars in the amount originally to be paid, the Issuer and the Guarantors will pay the difference. The holder, however, agrees that, if the amount of U.S. dollars purchased exceeds the amount originally to be paid to such holder, the holder will reimburse the excess to the Issuer or the Guarantors, as the case may be. The holder will not be obligated to make this reimbursement if the Issuer or the Guarantors are in default of their respective obligations under the debt securities or the related guarantees.

Concerning the Trustee

Wilmington Trust, National Association has been appointed trustee under the indenture.

The indenture provides that the Issuer and the Guarantors will indemnify the trustee against any loss, liability or expense incurred without negligence or willful misconduct of the trustee in connection with the acceptance or administration of the trust created by the indenture.

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FORM OF SECURITIES, CLEARING AND SETTLEMENT

Global Securities

Unless otherwise specified in the applicable prospectus supplement, the following information relates to the form, clearing and settlement of the debt securities.

The debt securities will be issued in global form, without interest coupons. Debt securities issued in global form will be represented, at least initially, by one or more global debt securities. Upon issuance, global securities will be deposited with the security registrar as custodian for The Depository Trust Company, known as DTC, and registered in the name of Cede & Co., as nominee of DTC. Ownership of beneficial interests in each global security will be limited to persons who have accounts with DTC, whom we refer to as DTC participants, or persons who hold interests through DTC participants. We expect that, under procedures established by DTC, ownership of beneficial interests in each global security will be shown on, and transfer of ownership of those interests will be effected only through, records maintained by DTC (with respect to interests of DTC participants) and the records of DTC participants (with respect to other owners of beneficial interests in the global securities).

Beneficial interests in the global securities may be credited within DTC to Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme, Luxembourg, on behalf of the owners of such interests. We refer to Euroclear S.A./N.V. and Clearstream Banking, société anonyme, Luxembourg, as “Euroclear” and “Clearstream,” respectively.

Investors may hold their interests in the global securities directly through DTC, Euroclear or Clearstream, if they are participants in those systems, or indirectly through organizations that are participants in those systems.

Certificated Securities

Beneficial interests in a global security may not be exchanged for securities in physical, certificated form unless:

• DTC notifies us at any time that it is unwilling or unable to continue as depositary for the global securities and a successor depository is not appointed within 90 days;

• DTC ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 days;

• we, at our option, notify the trustee and the security registrar that we elect to cause the issuance of certificated securities; or

• certain other events provided in the indenture occur, including the occurrence and continuance of an event of default with respect to the securities.

In all cases, certificated securities delivered in exchange for any global security will be registered in the names, and issued in any approved denominations, requested by the depositary.

Exchanges Between Certificated Securities

You may transfer or exchange a certificated security or replace any lost, stolen, mutilated or destroyed certificated security for a new certificated security of like tenor and principal amount upon surrender at the office of the security registrar, together with a form of transfer duly completed and executed and any other evidence that the security registrar may reasonably require; provided that all transfers, exchanges and replacements must be effected in accordance with the indenture and the supplemental indenture. In the case of a transfer of only part of a certificated security, a new certificated security will be issued to the transferee in respect of the part transferred and a further new certificated security in respect of the balance of the original certificated security not transferred will be issued to the transferor.

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Book-Entry Procedures for Global Securities

The following descriptions of the operations and procedures of DTC, Euroclear and Clearstream are provided to you solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to change from time to time. We take no responsibility for these operations and procedures and urge you to contact the systems or their participants directly to discuss these matters.

DTC has advised us that it is a limited-purpose trust company created to hold securities for its participating organizations, known as participants, and to facilitate the clearance and settlement of transactions in those securities between participants through electronic book-entry changes in the accounts of its participants. The participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. Access to DTC’s system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly. These persons are known as indirect participants. Persons who are not participants or indirect participants may beneficially own securities held by or on behalf of DTC only through participants or indirect participants. The ownership interest and transfer of ownership interest of each actual purchaser of each security held by or on behalf of DTC are recorded on the records of participants and indirect participants.

DTC has also advised us that, pursuant to procedures established by it:

• upon deposit of global securities, DTC will credit, on its internal system, the accounts of participants with portions of the principal amount of such global securities, and

• ownership of the interests in such global securities will be shown on, and the transfer of ownership of the interests will be effected only through, records maintained by DTC, in the case of participants, or by participants and indirect participants, in the case of other owners of beneficial interests in such global securities.

You may hold interests in a global security directly through DTC, if you are a participant in that system, or indirectly through organizations, including Euroclear and Clearstream, which are participants in that system. All interests in a global security, including those held through Euroclear or Clearstream, may be subject to the procedures and requirements of DTC.

The laws of some states require that certain persons take physical delivery of the debt securities that they own. Consequently, your ability to transfer beneficial interests in a global security to others may be limited. Because DTC can act only on behalf of participants, which in turn act on behalf of indirect participants and certain banks, the ability of a person having beneficial interests in a global security to pledge such interests to persons or entities that do not participate in the depositary system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

As long as DTC or its nominee is the registered holder of a global security, DTC or its nominee will be considered the sole owner and holder of the debt securities represented by such global security for all purposes under the indenture and the debt securities. Except as described above, if you hold a book-entry interest in a global security, you:

• will not have debt securities registered in your name;

• will not receive physical delivery of the debt securities in certificated form; and

• will not be considered the registered owner or holder of the interest in the global security under the indenture or the debt securities.

DTC has advised us that it will take any action permitted to be taken by a holder of the debt securities:

• only at the direction of one or more participants to whose account with DTC interests in the global securities are credited; and

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• only in respect of such portion of the aggregate principal amount of the debt securities as to which the participant in question has given such direction.

If there is an event of default under the debt securities, however, DTC reserves the right to exchange the global security for legended securities in certificated form, and to distribute these debt securities to its participants.

Although we expect that DTC, Euroclear and Clearstream will follow the foregoing procedures in order to facilitate transfers of beneficial interests in the global securities among participants in DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to perform such procedures, and such procedures may be discontinued at any time. Neither we nor the trustee or security registrar will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective participants or indirect participants of their obligations under the rules and procedures governing their operations, which may include:

• maintaining, supervising and reviewing the records related to payments made on account of beneficial ownership interests in the global securities, and

• any other action taken by any such depositary, participant or indirect participant.

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PLAN OF DISTRIBUTION

At the time of offering any securities, we will supplement the following summary of the plan of distribution with a description of the offering, including the particular terms and conditions thereof, set forth in a prospectus supplement relating to those securities.

We may sell securities: (1) through underwriters or dealers; (2) directly to one or a limited number of institutional purchasers; or (3) through agents. Each prospectus supplement with respect to a series of securities will set forth the terms of the offering of those securities, including the name or names of any underwriters or agents, the price of such securities and the net proceeds to us from such sale, any underwriting discounts, commissions or other items constituting underwriters’ or agents’ compensation, any discount or concessions allowed or reallowed or paid to dealers and any securities exchanges on which those securities may be listed.

If underwriters are used in the sale, the securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices to be determined at the time of sale. We may offer the securities to the public either through underwriting syndicates of investment banking firms represented by managing underwriters, or directly through one or more such investment banking firms or others, as designated. Unless otherwise set forth in the applicable prospectus supplement, the obligations of the underwriters to purchase the securities will be subject to certain conditions precedent and the underwriters will be obligated to purchase all of the securities offered thereby if any are purchased. Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time.

We may sell securities either directly to one or more institutional purchasers, or through agents designated by us from time to time. Any agent involved in the offer or sale of the securities will be named, and any commissions payable by us to such agent will be set forth in the applicable prospectus supplement. Unless otherwise indicated in such prospectus supplement, any such agent will be acting on a reasonable best efforts basis for the period of its appointment.

If indicated in the applicable prospectus supplement, we will authorize agents, underwriters or dealers to solicit offers by certain specified institutions to purchase the securities from us at the public offering price set forth in the prospectus supplement plus accrued interest, if any, pursuant to delayed delivery contracts providing for payment and delivery on one or more specified dates in the future. Institutions with which such contracts may be made include commercial and saving banks, insurance companies, pension funds, investment companies, educational and charitable institutions and others, but in all such cases we must approve such institutions. Such contracts will be subject only to those conditions set forth in such prospectus supplement and the prospectus supplement will set forth the commission payable for solicitation of those contracts.

Agents and underwriters may be entitled under agreements entered into with us to indemnification by us against certain civil liabilities, including liabilities under the U.S. Securities Act of 1933, as amended, or to contribution with respect to payments which the agents or underwriters may be required to make in respect thereof.

Agents and underwriters may engage in transactions with us or perform services for us in the ordinary course of business.

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EXPERTS

The consolidated financial statements incorporated in the registration statement of which this prospectus forms a part by reference from WPP plc’s Annual Report on Form 20-F and the effectiveness of our internal control over financial reporting have been audited by Deloitte LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference. Such consolidated financial statements have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

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VALIDITY OF SECURITIES

Allen & Overy LLP will pass upon certain legal matters under New York law and English law for us regarding the debt securities and guarantees. Mourant Ozannes will pass upon certain legal matters under Jersey law for us regarding certain of the guarantees. A&L Goodbody will pass upon certain legal matters under Irish law for us regarding certain of the guarantees.

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ENFORCEABILITY OF CIVIL LIABILITIES

WPP Finance 2010 is a private unlimited liability company incorporated under the laws of England and Wales. WPP plc is a public company limited by shares incorporated under the laws of Jersey. WPP Air 1 Limited is a company limited by shares incorporated under the laws of Ireland. WPP 2008 Limited and WPP 2005 Limited are private limited liability companies incorporated under the laws of England and Wales. Some of the directors and officers of the Issuer and the Guarantors, and certain of the experts named herein, reside outside of the United States. In addition, a substantial portion of the Issuer’s and the Guarantors’ assets 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 Issuer and the Guarantors or their respective directors and officers and certain experts or to enforce against any of them judgments, including those obtained in original actions or in actions to enforce judgments of the U.S. courts, predicated upon the civil liability provisions of the U.S. federal securities laws.

The Issuer and the Guarantors have expressly submitted to the non-exclusive jurisdiction of the U.S. federal or state courts sitting in the Borough of Manhattan, The City of New York for the purpose of any suit, action or procedure to enforce the debt securities or the related guarantees and have appointed CT Corporation System, 111 Eighth Avenue, New York, New York 10011 to accept service of process in any such action.

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WHERE YOU CAN FIND MORE INFORMATION

This prospectus is part of a registration statement for debt securities and guarantees, including exhibits, that we have filed with the SEC on Form F-3 under the Securities Act. This prospectus does not contain all of the information set forth in the registration statement. Statements made in this prospectus as to the contents of any contract, agreement or other document are not necessarily complete. We have filed certain of these documents as exhibits to our registration statement and we refer you to those documents. Each statement in this prospectus relating to a document filed as an exhibit is qualified in all respects by the filed exhibit.

WPP plc files reports, including annual reports on Form 20-F, with, and furnishes other information to, the SEC pursuant to the rules and regulations of the SEC that apply to foreign private issuers. You may read and copy any materials filed with or furnished to the SEC at its Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Any documents WPP plc files or furnishes electronically will be available free of charge at the SEC’s website at www.sec.gov.

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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to “incorporate by reference” the information we file with or furnish to it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus, and certain later information that we file with or furnish to the SEC may automatically update and supersede earlier information filed with or furnished to the SEC or included in this prospectus or a prospectus supplement. We incorporate by reference the following documents:

• WPP plc’s annual report on Form 20-F for the year ended December 31, 2011, filed with the SEC on April 30, 2012 (SEC File No. 000-16350);

• WPP plc’s interim report on Form 6-K for the six months ended June 30, 2012, filed with the SEC on August 30, 2012 (SEC File No. 000-16350);

• any future annual reports on Form 20-F that WPP plc files with the SEC after the date of this prospectus and prior to the later of (i) the termination of the offering of the securities offered by this prospectus and (ii) if applicable, the date any underwriters stop offering securities; and

• any future reports on Form 6-K that WPP plc furnishes to the SEC after the date of this prospectus that are identified in such reports as being incorporated by reference in this prospectus.

The Form 20-F may also be accessed via the SEC’s website at www.sec.gov. Where reference is made to a website in this prospectus, the contents of that website do not form part of this prospectus.

You may request a copy of any and all of the information that has been incorporated by reference in this prospectus and that has not been delivered with this prospectus, at no cost, by writing or telephoning us at 6 Ely Place, Dublin 2, Ireland, telephone: 011-353-1-669-0333.

You should rely only on the information provided in this prospectus and the applicable prospectus supplement, as well as the information incorporated by reference. We have not authorized anyone to provide you with different information. You should not assume that the information in this prospectus, the prospectus supplement or any documents incorporated by reference is accurate as of any date other than the date on the front of the applicable document.

The consolidated financial statements of WPP plc for the year ended December 31, 2011 have been incorporated by reference in this prospectus as described above. Note 32 of the consolidated financial statements includes certain condensed consolidating financial information pertaining to the Issuer, the Guarantors and another subsidiary of WPP plc, Young & Rubicam Brands US Holdings. Young & Rubicam Brands US Holdings is a guarantor of other indebtedness of the Issuer and is an indirect wholly owned subsidiary of WPP Air 1 Limited with no operations or cash flows of its own and its sole assets are its interests in certain operating subsidiaries. The exclusion of the financial information of Young & Rubicam Brands US Holdings has no financial impact on the columns presented in the condensed consolidating financial information relating to the Subsidiary Guarantors.

The unaudited consolidated interim financial statements of WPP plc for the six months ended June 30, 2012 have been incorporated by reference in this prospectus as described above. Note 20 of the unaudited consolidated interim financial statements includes certain condensed consolidating financial information pertaining to the Issuer, the Guarantors and another subsidiary of WPP plc, Young & Rubicam Brands US Holdings. Young & Rubicam Brands US Holdings is a guarantor of other indebtedness of the Issuer and is an indirect wholly owned subsidiary of WPP Air 1 Limited with no operations or cash flows of its own and its sole assets are its interests in certain operating subsidiaries. The exclusion of the financial information of Young & Rubicam Brands US Holdings has no financial impact on the columns presented in the condensed consolidating financial information relating to the Subsidiary Guarantors.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 1. Indemnification of Directors and Officers.

Article 67 of WPP Finance 2010’s Articles of Association provides:

“(a) Subject to paragraph (e), a relevant director of the company or of an associated company may be indemnified out of the company’s assets against:

(i) any liability incurred by that director in connection with any negligence, default, breach of duty or breach of trust in relation to the company or an associated company;

(ii) any liability incurred by that director in connection with the activities of the company or an associated company in its capacity as a trustee of an occupational pension scheme (as defined in section 235(6) of the Companies Act);

(iii) any other liability incurred by that director as an officer of the company or an associated company.

(b) The company may fund the expenditure of a relevant director of the company or of any associated company for the purposes permitted under the Companies Act and may do anything to enable such relevant director to avoid incurring such expenditure as provided in the Companies Act.

(c) No relevant director of the company or of any associated company shall be accountable to the company or the shareholders for any benefit provided pursuant to this article and the receipt of any such benefit shall not disqualify any person from being or becoming a director of the company.

(d) The powers given by this article shall not limit any general powers of the company to grant indemnities, purchase and maintain insurance or provide funds (whether by way of loan or otherwise) to any person in connection with any legal or regulatory proceedings or applications for relief.

(e) This article does not authorise any indemnity which would be prohibited or rendered void by any provision of the Companies Act or by any other provision of law.

(f) In this article and in article 68:

(i) companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate; and

(ii) a relevant director means any director or former director of the company or of an associated company.”

References to the “Companies Act” in Article 67 above are to the Companies Act 2006 of the United Kingdom including any statutory modification or re-enactment of it for the time being in force.

Article 148 of WPP plc’s Articles of Association provides:

“As far as the legislation allows, the Company may:

(a) indemnify any director of the Company (or of an associated body corporate) against any liability;

(b) indemnify a director of a company that is a trustee of an occupational pension scheme for employees (or former employees) of the Company (or of an associated body corporate) against liability incurred in connection with the company’s activities as trustee of the scheme;

(c) purchase and maintain insurance against any liability for any director referred to in (a) or (b) above; and

(d) provide any director referred to in (a) or (b) above with funds (whether by loan or otherwise) to meet expenditure incurred or to be incurred by him in defending any criminal, regulatory or civil proceedings or in connection with an application for relief (or to enable any such director to avoid incurring such expenditure).

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The powers given by this article shall not limit any general powers of the Company to grant indemnities, purchase and maintain insurance or provide funds (whether by way of loan or otherwise) to any person in connection with any legal or regulatory proceedings or applications for relief.”

Article 35 of WPP Air 1 Limited’s Articles of Association provides:

“Subject to the Acts, every director, managing director, agent, auditor, secretary and other officer for the time being of the company shall be indemnified out of the assets of the company against any liability incurred by him in defending any proceedings, whether civil or criminal, in relation to his acts while acting in such office, in which judgment is given in his favour or in which he is acquitted or in connection with any application under section 391 of the Act in which relief is granted to him by the court. Regulation 138 of Part I of Table A will not apply.”

Article 122 of WPP 2008 Limited’s Articles of Association provides:

“(a) As far as the legislation allows, the Company may:

(i) indemnify any director of the Company (or of an associated body corporate) against any liability,

(ii) indemnify a director of a company that is a trustee of an occupational pension scheme for employees (or former employees) of the Company (or of an associated body corporate) against liability incurred in connection with the company’s activities as trustee of the scheme,

(iii) purchase and maintain insurance against any liability for any director referred to in (i) or (ii) above, and

(iv) provide any director referred to in (i) or (ii) above with funds (whether by loan or otherwise) to meet expenditure incurred or to be incurred by him in defending any criminal, regulatory or civil proceedings or in connection with an application for relief (or to enable any such director to avoid incurring such expenditure)

(b) The powers given by this article shall not limit any general powers of the Company to grant indemnities, purchase and maintain insurance or provide funds (whether by way of loan or otherwise) to any person in connection with any legal or regulatory proceedings or applications for relief

(c) Regulation 118 of Table A shall not apply”

References to “Table A” in Article 122 above are to Table A in the Schedule to the Companies (Tables A to F) Regulations 1985, as amended by the Companies (Tables A to F) Regulations 1985, the Companies Act 1985 (Electronic Communications) Order 2000, the Companies (Tables A to F) (Amendment) Regulations 2007 and the Companies (Tables A to F) (Amendment) (No 2) Regulations 2007.

Article 69 of WPP 2005 Limited’s New Articles of Association provides:

“(a) Subject to paragraph (e), a relevant director of the Company or of an associated company may be indemnified out of the Company’s assets against:

(i) any liability incurred by that director in connection with any negligence, default, breach of duty or breach of trust in relation to the Company or an associated company;

(ii) any liability incurred by that director in connection with the activities of the Company or an associated company in its capacity as a trustee of an occupational pension scheme (as defined in section 235(6) of the Companies Act);

(iii) any other liability incurred by that director as an officer of the Company or an associated company.

(b) The Company may fund the expenditure of a relevant director of the Company or of any associated company for the purposes permitted under the Companies Act and may do anything to enable such relevant director to avoid incurring such expenditure as provided in the Companies Act.

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(c) No relevant director of the Company or of any associated company shall be accountable to the Company or the shareholders for any benefit provided pursuant to this article and the receipt of any such benefit shall not disqualify any person from being or becoming a director of the Company.

(d) The powers given by this article shall not limit any general powers of the Company to grant indemnities, purchase and maintain insurance or provide funds (whether by way of loan or otherwise) to any person in connection with any legal or regulatory proceedings or applications for relief.

(e) This article does not authorise any indemnity which would be prohibited or rendered void by any provision of the Companies Act or by any other provision of law.

(f) In this article and in article 70:

(i) companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate; and

(ii) a relevant director means any director or former director of the Company or of an associated company.”

References to the “Companies Act” in Article 69 above are to the Companies Act 2006 of the United Kingdom including any statutory modification or re-enactment of it for the time being in force.

Articles 77 and 212 of the Companies (Jersey) Law 1991 (as amended), applicable to WPP plc, provide as follows:

“77. Indemnity of officers and former officers

(1) Subject to paragraphs (2) and (3), any provision, whether contained in the articles of, or in a contract with, a company or otherwise, whereby the company or any of its subsidiaries or any other person, for some benefit conferred or detriment suffered directly or indirectly by the company, agrees to exempt any person from, or indemnify any person against, any liability which by law would otherwise attach to the person by reason of the fact that the person is or was an officer of the company shall be void.

(2) Paragraph (1) does not apply to a provision for exempting a person from or indemnifying the person against:

(a) any liabilities incurred in defending any proceedings (whether civil or criminal)—

(i) in which judgment is given in the person’s favour or the person is acquitted,

(ii) which are discontinued otherwise than for some benefit conferred by the person or on the person’s behalf or some detriment suffered by the person, or

(iii) which are settled on terms which include such benefit or detriment and, in the opinion of a majority of the directors of the company (excluding any director who conferred such benefit or on whose behalf such benefit was conferred or who suffered such detriment), the person was substantially successful on the merits in the person’s resistance to the proceedings;

(b) any liability incurred otherwise than to the company if the person acted in good faith with a view to the best interests of the company;

(c) any liability incurred in connection with an application made under Article 212 in which relief is granted to the person by the court; or

(d) any liability against which the company normally maintains insurance for persons other than directors.

(3) Nothing in this Article shall deprive a person of any exemption or indemnity to which the person was lawfully entitled in respect of anything done or omitted by the person before the coming into force of this Article.

(4) This Article does not prevent a company from purchasing and maintaining for any such officer insurance against any such liability.”

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“212 Power of court to grant relief in certain cases

(1) If in proceedings for negligence, default, breach of duty or breach of trust against an officer of a company or a person employed by a company as auditor it appears to the court that officer or person is or may be liable in respect of the negligence, default, breach of duty or breach of trust, but that the person has acted honestly and that having regard to all the circumstances of the case (including those connected with his or her appointment) he or she ought fairly to be excused for the negligence, default, breach of duty or breach of trust, the court may relieve the person, either wholly or partly, from his or her liability on such terms as it thinks fit.

(2) If an officer or person mentioned in paragraph (1) has reason to apprehend that a claim will or might be made against the person in respect of negligence, default, breach of duty or breach of trust, he or she may apply to the court for relief; and the court on the application has the same power to relieve the person as it would have had if proceedings against him or her for negligence, default, breach of duty or breach of trust had been brought.”

WPP plc maintains an insurance policy for its directors and officers in respect of liabilities arising from any act, error or omission while acting in their capacities as directors or officers of WPP plc or any associated company.

Section 200 of the Companies Act 1963 of Ireland (as amended), applicable to WPP Air 1 Limited, provides as follows:

“200 Avoidance of provisions exempting officers and auditors of company from liability

(1) Subject as hereinafter provided, any provision whether contained in the articles of a company or in any contract with a company or otherwise for exempting any officer of the company or any person employed by the company as auditor from, or indemnifying him against, any liability which by virtue of any rule of law would otherwise attach to him in respect of any negligence, default, breach of duty or breach of trust of which he may be guilty in relation to the company shall be void, so, however, that—

(a) nothing in this section shall operate to deprive any person of any exemption or right to be indemnified in respect of anything done or omitted to be done by him while any such provision was in force; and

(b) notwithstanding anything in this section, a company may, in pursuance of any such provision as aforesaid, indemnify any such officer or auditor against any liability incurred by him in defending proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted, or in connection with any application under section 391 or section 42 of the Companies (Amendment) Act, 1983 in which relief is granted to him by the court.

(2) Notwithstanding subsection (1), a company may purchase and maintain for any of its officers or auditors insurance in respect of any liability referred to in that subsection.

(3) Notwithstanding any provision contained in an enactment, the articles of a company or otherwise, a director may be counted in the quorum and may vote on any resolution to purchase or maintain any insurance under which the director might benefit.

(4) Any directors’ and officers’ insurance purchased or maintained by a company before the date on which the amendments made to this section by the Companies (Auditing and Accounting) Act 2003 came into operation is as valid and effective as it would have been if those amendments had been in operation when that insurance was purchased or maintained.

(5) In this section a reference to an officer or auditor includes any former or current officer or auditor of the company, as the case may be.”

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Sections 232—235 and Section 1157 of the Companies Act 2006 of the United Kingdom, applicable to WPP Finance 2010, WPP 2008 Limited and WPP 2005 Limited, provide as follows:

“232 Provisions protecting directors from liability

(1) Any provision that purports to exempt a director of a company (to any extent) from any liability that would otherwise attach to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company is void.

(2) Any provision by which a company directly or indirectly provides an indemnity (to any extent) for a director of the company, or of an associated company, against any liability attaching to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company of which he is a director is void, except as permitted by—

(a) section 233 (provision of insurance),

(b) section 234 (qualifying third party indemnity provision), or

(c) section 235 (qualifying pension scheme indemnity provision).

(3) This section applies to any provision, whether contained in a company’s articles or in any contract with the company or otherwise.

(4) Nothing in this section prevents a company’s articles from making such provision as has previously been lawful for dealing with conflicts of interest.”

“233 Provision of insurance

Section 232(2) (voidness of provisions for indemnifying directors) does not prevent a company from purchasing and maintaining for a director of the company, or of an associated company, insurance against any such liability as is mentioned in that subsection.”

“234 Qualifying third party indemnity provision

(1) Section 232(2) (voidness of provisions for indemnifying directors) does not apply to qualifying third party indemnity provision.

(2) Third party indemnity provision means provision for indemnity against liability incurred by the director to a person other than the company or an associated company.

Such provision is qualifying third party indemnity provision if the following requirements are met.

(3) The provision must not provide any indemnity against—

(a) any liability of the director to pay—

(i) a fine imposed in criminal proceedings, or

(ii) a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising); or

(b) any liability incurred by the director—

(i) in defending criminal proceedings in which he is convicted, or

(ii) in defending civil proceedings brought by the company, or an associated company, in which judgment is given against him, or

(iii) in connection with an application for relief (see subsection (6)) in which the court refuses to grant him relief.

(4) The references in subsection (3)(b) to a conviction, judgment or refusal of relief are to the final decision in the proceedings.

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(5) For this purpose—

(a) a conviction, judgment or refusal of relief becomes final—

(i) if not appealed against, at the end of the period for bringing an appeal, or

(ii) if appealed against, at the time when the appeal (or any further appeal) is disposed of; and

(b) an appeal is disposed of—

(i) if it is determined and the period for bringing any further appeal has ended, or

(ii) if it is abandoned or otherwise ceases to have effect.

(6) The reference in subsection (3)(b)(iii) to an application for relief is to an application for relief under—

section 661(3) or (4) (power of court to grant relief in case of acquisition of shares by innocent nominee),

or section 1157 (general power of court to grant relief in case of honest and reasonable conduct).”

“235 Qualifying pension scheme indemnity provision

(1) Section 232(2) (voidness of provisions for indemnifying directors) does not apply to qualifying pension scheme indemnity provision.

(2) Pension scheme indemnity provision means provision indemnifying a director of a company that is a trustee of an occupational pension scheme against liability incurred in connection with the company’s activities as trustee of the scheme.

Such provision is qualifying pension scheme indemnity provision if the following requirements are met.

(3) The provision must not provide any indemnity against—

(a) any liability of the director to pay—

(i) a fine imposed in criminal proceedings, or

(ii) a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising); or

(b) any liability incurred by the director in defending criminal proceedings in which he is convicted.

(4) The reference in subsection (3)(b) to a conviction is to the final decision in the proceedings.

(5) For this purpose—

(a) a conviction becomes final—

(i) if not appealed against, at the end of the period for bringing an appeal, or

(ii) if appealed against, at the time when the appeal (or any further appeal) is disposed of; and

(b) an appeal is disposed of—

(i) if it is determined and the period for bringing any further appeal has ended, or

(ii) if it is abandoned or otherwise ceases to have effect.

(6) In this section “occupational pension scheme” means an occupational pension scheme as defined in section 150(5) of the Finance Act 2004 (c. 12) that is established under a trust.”

“1157 Power of court to grant relief in certain cases

(1) If in proceedings for negligence, default, breach of duty or breach of trust against—

(a) an officer of a company, or

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(b) a person employed by a company as auditor (whether he is or is not an officer of the company),

it appears to the court hearing the case that the officer or person is or may be liable but that he acted honestly and reasonably, and that having regard to all the circumstances of the case (including those connected with his appointment) he ought fairly to be excused, the court may relieve him, either wholly or in part, from his liability on such terms as it thinks fit.

(2) If any such officer or person has reason to apprehend that a claim will or might be made against him in respect of negligence, default, breach of duty or breach of trust—

(a) he may apply to the court for relief, and

(b) the court has the same power to relieve him as it would have had if it had been a court before which proceedings against him for negligence, default, breach of duty or breach of trust had been brought.

(3) Where a case to which subsection (1) applies is being tried by a judge with a jury, the judge, after hearing the evidence, may, if he is satisfied that the defendant (in Scotland, the defender) ought in pursuance of that subsection to be relieved either in whole or in part from the liability sought to be enforced against him, withdraw the case from the jury and forthwith direct judgment to be entered for the defendant (in Scotland, grant decree of absolvitor) on such terms as to costs (in Scotland, expenses) or otherwise as the judge may think proper.”

Item 2. Exhibits.

1. Form of Underwriting Agreement.

4.1 Indenture among WPP Finance 2010, WPP plc, WPP Air 1 Limited, WPP 2008 Limited, WPP 2005 Limited and Wilmington Trust, National Association, as trustee, Citibank, N.A., as security registrar and principal paying agent, and Citibank, N.A., London Branch, as a paying agent, dated November 21, 2011 (incorporated herein by reference to Exhibit 4.1 of WPP Finance 2010’s registration statement on Form F-4 (No. 333-181055) filed with the Securities and Exchange Commission on April 30, 2012).

4.2 Form of debt security (included in Exhibit 4.1).

4.3 Form of guarantee (included in Exhibit 4.1).

5.1 Opinion of Allen & Overy LLP as to matters of US law.

5.2 Opinion of Allen & Overy LLP as to matters of English law.

5.3 Opinion of Mourant Ozannes as to matters of Jersey law.

5.4 Opinion of A&L Goodbody as to matters of Irish law.

23.1 Consent of Deloitte LLP.

23.2 Consent of Allen & Overy LLP (included in Exhibit 5.1).

23.3 Consent of Allen & Overy LLP (included in Exhibit 5.2).

23.4 Consent of Mourant Ozannes (included in Exhibit 5.3).

23.4 Consent of A&L Goodbody (included in Exhibit 5.4).

24.1 Powers of attorney (included in the signature pages of this registration statement).

25.1 Form T-1 Statement of Eligibility Under the Trust Indenture Act of 1939 of Wilmington Trust Company (incorporated herein by reference to Exhibit 25.1 of WPP Finance 2010’s registration statement on Form F-4 (No. 333-181055) filed with the Securities and Exchange Commission on April 30, 2012).

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Item 3. Undertakings.

(a) Each of the undersigned registrants hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

i. To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

ii. To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

iii. To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; and

provided, however, that paragraphs (a)(1)i, (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;

(4) To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act of 1933 need not be furnished, provided, that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, a post-effective amendment need not be filed to include financial statements and information required by section 10(a)(3) of the Securities Act of 1933 or Item 8.A. of Form 20-F if such financial statements and information are contained in periodic reports filed with or furnished to the SEC by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement;

(5) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of the registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section (10)(a) of

II-8

the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; and

(6) That, for the purpose of determining liability of the registrants under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the registrants undertake that in a primary offering of securities of a registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, such registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (i) any preliminary prospectus or prospectus of the registrant relating to the offering required to be filed pursuant to Rule 424; (ii) any free writing prospectus relating to the offering prepared by or on behalf of the registrant or used or referred to by the registrant; (iii) the portion of any other free writing prospectus relating to the offering containing material information about the registrant or its securities provided by or on behalf of the registrant; and (iv) any other communication that is an offer in the offering made by the registrant to the purchaser.

(b) Each of the undersigned registrants hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of each of the registrants pursuant to the foregoing provisions, or otherwise, each of the registrants has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by a registrant of expenses incurred or paid by a director, officer or controlling person of such registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, such registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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SIGNATURES OF WPP FINANCE 2010

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in London, England, on September 4, 2012.

WPP FINANCE 2010
By:	/S/    PAUL DELANEY
Name:	Paul Delaney
Title:	Director

Power of Attorney

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated in respect of WPP Finance 2010. In addition, each of the undersigned hereby severally and individually constitutes and appoints Paul Delaney, Christopher Sweetland and Paul Richardson his or her true and lawful attorneys-in-fact, each with power of substitution, in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to the registration statement on Form F-3, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, to do any and all acts and things and to execute any and all instruments which said attorneys-in-fact and agents may deem necessary or advisable to enable WPP Finance 2010 to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under said Act of securities registered pursuant hereto, granting unto each said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Signature	Title	Date
/S/    PAUL DELANEY         Paul Delaney	Director and Chairman (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)	September 4, 2012
/S/    CHRISTOPHER SWEETLAND         Christopher Sweetland	Director	September 4, 2012
/S/    PAUL RICHARDSON         Paul Richardson	Authorized Representative in the United States	September 4, 2012

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SIGNATURES OF WPP PLC

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Dublin, Ireland on September 4, 2012.

WPP PLC
By:	/S/    PAUL RICHARDSON
Name:	Paul Richardson
Title:	Director

Power of Attorney

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated in respect of WPP plc. In addition, each of the undersigned hereby severally and individually constitutes and appoints Paul Delaney, Christopher Sweetland and Paul Richardson his or her true and lawful attorneys-in-fact, each with power of substitution, in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to the registration statement on Form F-3, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, to do any and all acts and things and to execute any and all instruments which said attorneys-in-fact and agents may deem necessary or advisable to enable WPP plc to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under said Act of securities registered pursuant hereto, granting unto each said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Signature	Title	Date
Philip Lader	Chairman (non-executive) of the Board of Directors
/S/    MARTIN SORRELL         Sir Martin Sorrell	Group Chief Executive (Principal Executive Officer and Director)	September 4, 2012
/S/    PAUL RICHARDSON         Paul Richardson	Group Finance Director (Principal Financial Officer and Director) and Authorized Representative in the United States	September 4, 2012
/S/    DAVID BARKER         David Barker	Group Finance Controller (Controller)	September 4, 2012
/S/    MARK READ         Mark Read	Executive Director	September 4, 2012
/S/    COLIN DAY         Colin Day	Non-Executive Director	September 4, 2012

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Signature	Title	Date
/S/    ESTHER DYSON Esther Dyson	Non-Executive Director	September 4, 2012
Orit Gadiesh	Non-Executive Director
/S/    RUIGANG LI         Ruigang Li	Non-Executive Director	September 4, 2012
/S/    STANLEY MORTEN         Stanley Morten	Non-Executive Director	September 4, 2012
/S/    KOICHIRO NAGANUMA         Koichiro Naganuma	Non-Executive Director	September 4, 2012
/S/    JOHN QUELCH         John Quelch	Non-Executive Director	September 4, 2012
Jeffrey Rosen	Non-Executive Director
/S/    TIMOTHY SHRIVER         Timothy Shriver	Non-Executive Director	September 4, 2012
/S/    PAUL SPENCER         Paul Spencer	Non-Executive Director	September 4, 2012
Sol Trujillo	Non-Executive Director

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SIGNATURES OF WPP AIR 1 LIMITED

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Dublin, Ireland, on September 4, 2012.

WPP AIR 1 LIMITED
By:	/S/    PAUL RICHARDSON

Name:	Paul Richardson
Title:	Director

Power of Attorney

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated in respect of WPP Air 1 Limited. In addition, each of the undersigned hereby severally and individually constitutes and appoints Paul Delaney, Christopher Sweetland and Paul Richardson his or her true and lawful attorneys-in-fact, each with power of substitution, in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to the registration statement on Form F-3, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, to do any and all acts and things and to execute any and all instruments which said attorneys-in-fact and agents may deem necessary or advisable to enable WPP Air 1 Limited to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under said Act of securities registered pursuant hereto, granting unto each said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Signature	Title	Date
/S/    DAVID HAUGH         David Haugh	Director and Chairman	September 4, 2012
/S/    J.P. DONNELLY         J.P. Donnelly	Director	September 4, 2012
/S/    JIM CONDREN         Jim Condren	Director	September 4, 2012
/S/    THIERRY LENDERS         Thierry Lenders	Director	September 4, 2012
/S/    PAUL RICHARDSON         Paul Richardson	Director and Authorized Representative in the United States	September 4, 2012

GIVEN under the Common Seal

of WPP AIR 1 LIMITED

in the presence of:

*By:	/S/    JIM CONDREN
Name:	Jim Condren
Title:	Director
*By:	/S/    DAVID HAUGH
Name:	David Haugh
Title:	Director/Secretary

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SIGNATURES OF WPP 2008 LIMITED

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in London, England, on September 4, 2012.

WPP 2008 LIMITED
By:	/S/    PAUL DELANEY
Name:	Paul Delaney
Title:	Director

Power of Attorney

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated in respect of WPP 2008 Limited. In addition, each of the undersigned hereby severally and individually constitutes and appoints Paul Delaney, Christopher Sweetland and Paul Richardson his or her true and lawful attorneys-in-fact, each with power of substitution, in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to the registration statement on Form F-3, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, to do any and all acts and things and to execute any and all instruments which said attorneys-in-fact and agents may deem necessary or advisable to enable WPP 2008 Limited to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under said Act of securities registered pursuant hereto, granting unto each said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Signature	Title	Date
/S/    PAUL DELANEY         Paul Delaney	Director and Chairman	September 4, 2012
Andrew Scott	Director
/S/    CHRISTOPHER SWEETLAND         Christopher Sweetland	Director	September 4, 2012
/S/    PAUL RICHARDSON         Paul Richardson	Authorized Representative in the United States	September 4, 2012

II-14

SIGNATURES OF WPP 2005 LIMITED

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in London, England, on September 4, 2012.

WPP 2005 LIMITED
By:	/S/    PAUL DELANEY
Name:	Paul Delaney
Title:	Director

Power of Attorney

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated in respect of WPP 2005 Limited. In addition, each of the undersigned hereby severally and individually constitutes and appoints Paul Delaney, Christopher Sweetland and Paul Richardson his or her true and lawful attorneys-in-fact, each with power of substitution, in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to the registration statement on Form F-3, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, to do any and all acts and things and to execute any and all instruments which said attorneys-in-fact and agents may deem necessary or advisable to enable WPP 2005 Limited to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under said Act of securities registered pursuant hereto, granting unto each said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Signature	Title	Date
/S/    PAUL DELANEY         Paul Delaney	Director and Chairman	September 4, 2012
/S/    CHRISTOPHER SWEETLAND         Christopher Sweetland	Director	September 4, 2012
/S/    PAUL RICHARDSON         Paul Richardson	Authorized Representative in the United States	September 4, 2012

II-15

Exhibit Index

Exhibit Number	Description of Exhibit
1	Form of Underwriting Agreement.
4.1	Indenture among WPP Finance 2010, WPP plc, WPP Air 1 Limited, WPP 2008 Limited, WPP 2005 Limited and Wilmington Trust, National Association, as trustee, Citibank, N.A., as security registrar and principal paying agent, and Citibank, N.A., London Branch, as a paying agent, dated November 21, 2011 (incorporated herein by reference to Exhibit 4.1 of WPP Finance 2010’s registration statement on Form F-4 (No. 333-181055) filed with the Securities and Exchange Commission on April 30, 2012).
4.2	Form of debt security (included in Exhibit 4.1).
4.3	Form of guarantee (included in Exhibit 4.1).
5.1	Opinion of Allen & Overy LLP as to matters of US law.
5.2	Opinion of Allen & Overy LLP as to matters of English law.
5.3	Opinion of Mourant Ozannes as to matters of Jersey law.
5.4	Opinion of A&L Goodbody as to matters of Irish law.
23.1	Consent of Deloitte LLP.
23.3	Consent of Davis & Gilbert LLP (included in Exhibit 5.1).
23.4	Consent of Allen & Overy LLP (included in Exhibit 5.2).
23.4	Consent of Mourant Ozannes (included in Exhibit 5.3).
23.4	Consent of A&L Goodbody (included in Exhibit 5.4).
24.1	Powers of attorney (included in the signature pages of this registration statement).
25.1	Form T-1 Statement of Eligibility Under the Trust Indenture Act of 1939 of Wilmington Trust, National Association (incorporated herein by reference to Exhibit 25.1 of WPP Finance 2010’s registration statement on Form F-4 (No. 333-181055) filed with the Securities and Exchange Commission on April 30, 2012).

EX-1

Exhibit 1

FORM OF UNDERWRITING AGREEMENT

[ISSUER]

U.S.$[            ]

[    ]% Senior Notes Due 20[    ]

Fully and Unconditionally Guaranteed by

[GUARANTOR[S]]

[            ], 20[    ]

[REPRESENTATIVES]

As for themselves and as Representatives

of the other several Underwriters listed

on Schedule I hereto

Ladies and Gentlemen:

[ISSUER], a [            ] incorporated in [            ] (the “Issuer”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for which you (the “Representatives”) are acting as representatives, U.S.$[    ,    ,    ] aggregate principal amount of its [    ]% Senior Notes Due 20[    ] (the “Notes”). The Notes will be fully and unconditionally guaranteed (the “Guarantees”) by [GUARANTOR], a [            ] incorporated in [            ] [and , a [            ] incorporated in [            ]] ([collectively,] the “Guarantor[s]”). The Notes and the Guarantees are referred to collectively as the “Securities.”

The Securities will be issued under an indenture (the “Base Indenture”), dated as of [            ], among the Issuer, the Guarantor[s] and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”), as supplemented by the Supplemental Indenture dated as of the Closing Date (as defined below) (the Base Indenture as so supplemented being referred to as the “Indenture”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term “Representatives” as used herein means you as Underwriters, and the terms “Representatives” and “Underwriters” shall mean either the singular or plural as the context requires. The use of the neuter in this Agreement shall include the feminine and masculine wherever appropriate. Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be; and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be, deemed to be incorporated therein by reference. Certain terms used herein that are not defined in text are defined in Section 22 hereof.

1. Representations and Warranties. The Issuer and the Guarantor[s], jointly and severally, represent and warrant to each Underwriter as of the date hereof and as of the Closing Date as set forth below in this Section 1.

(a) Each of the Issuer and the Guarantor[s] meets the requirements for use of Form F-3 under the Act and has prepared and filed with the Commission an automatic shelf registration statement (Registration Statement No. 333- ), as defined in Rule 405. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Issuer and the Guarantor[s] may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to you. The Issuer and the Guarantor[s] will file with the Commission a final prospectus supplement relating to the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by the Act, and, except to the extent the Representatives shall agree in writing to a modification, shall be in

all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the Base Prospectus and any Preliminary Prospectus) as the Issuer and the Guarantor[s] have advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x).

(b) On each Effective Date, the Registration Statement did, when the Preliminary Prospectus was first filed in accordance with Rule 424(b), the Preliminary Prospectus did, and when the Final Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein), the Final Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Act, the Exchange Act and the Trust Indenture Act; on each Effective Date and at the Execution Time, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the Effective Date and on the Closing Date the Indenture did or will comply in all material respects with the applicable requirements of the Trust Indenture Act; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Final Prospectus (together with any supplement thereto) will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that neither the Issuer nor [the][any] Guarantor makes any representation or warranty as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee or (ii) the information contained in or omitted from the Registration Statement or the Final Prospectus or any amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing to the Issuer or the Guarantor[s] by or on behalf of any Underwriter through the Representatives specifically for inclusion in the Registration Statement or the Final Prospectus or any amendment or supplement thereto, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 9(b) hereof.

(c) (i) The Disclosure Package and (ii) each electronic road show that is a free writing prospectus under Rule 433, when taken together as a whole with the Disclosure Package, does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Issuer or the Guarantor[s] by any Underwriter through the Representatives specifically for use therein (it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 9(b) hereof).

(d) (i) At the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Sections 13 or 15(d) of the Exchange Act or form of prospectus), (iii) at the time Issuer or [the][any] Guarantor or any person acting on their behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Securities in reliance on the exemption in Rule 163, and (iv) at the Execution Time (with such date being used as the determination date for purposes of this clause (iv)), each of the Issuer and the Guarantor[s] was or is (as the case may be) a “well-known seasoned issuer” as defined in Rule 405. The Issuer and the Guarantor[s] agree to use their best efforts to pay the fees required by the Commission relating to the Securities within the time required by Rule 456(b)(1) without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r).

(e) (i) At the earliest time after the filing of the Registration Statement that the Issuer or [the][any] Guarantor or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2)) and (ii) as of the Execution Time (with such date being used as the determination date for purposes of this clause (ii)), neither the Issuer nor [the][any] Guarantor was or is an “ineligible issuer” (as defined in Rule 405), without taking account of any determination by the Commission pursuant to Rule 405 that it is not necessary that the Issuer or [the][any] Guarantor be considered an ineligible issuer.

(f) Each Issuer Free Writing Prospectus and the final term sheet prepared and filed pursuant to Section 5(c) hereto does not include any information that conflicts with the information contained in the Registration Statement, including any document incorporated by reference therein and any prospectus supplement deemed to be a part thereof that has not been superseded or modified. The foregoing sentence does not apply to statements in or

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omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Issuer or the Guarantor[s] by any Underwriter through the Representatives specifically for use therein (it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 9(b) hereof).

(g) The documents incorporated or deemed incorporated by reference in the Registration Statement, the Disclosure Package or the Final Prospectus, at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission thereunder.

(h) Deloitte LLP, who have opined on the consolidated financial statements of the Parent Guarantor and its subsidiaries and delivered their reports dated [            ] with respect to these consolidated financial statements and the effectiveness of the Parent Guarantor’s internal control over financial reporting, are an independent registered public accounting firm with respect to the Parent Guarantor and its subsidiaries within the meaning of the Act. The consolidated financial statements include condensed consolidating financial information to comply with Rule 3-10 of Regulation S-X with respect to the Issuer and Guarantor[s]. The reports are incorporated by reference in the Disclosure Package and the Final Prospectus.

(i) The consolidated financial statements incorporated by reference in the Registration Statement, the Disclosure Package and the Final Prospectus present fairly the financial position of the Parent Guarantor and its consolidated subsidiaries at the dates indicated and the consolidated income statement, cash flows, recognized income and expense, and changes in total equity of the Parent Guarantor and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with International Financial Reporting Standards (“IFRS”) applied on a consistent basis throughout the periods involved, except as noted therein. The selected financial data and the summary financial information included in the Registration Statement, the Disclosure Package and the Final Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement, the Disclosure Package and the Final Prospectus.

(j) Since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Final Prospectus, except as otherwise stated therein, (A) there has been no change or development that (i) could reasonably be expected to have a material adverse effect on the performance of this Agreement or the Indenture, or the consummation of any of the transactions contemplated hereby or thereby or (ii) could reasonably be expected to have a material adverse effect on the prospects, financial condition, operations, earnings, business or properties of the Issuer and the Guarantor[s] and their subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business (any such effect described in (i) or (ii) being referred to as a “Material Adverse Effect”), (B) there have been no transactions entered into by the Issuer or [the][any] Guarantor or any of their subsidiaries, other than those in the ordinary course of business, which are material with respect to the Issuer and its subsidiaries taken as a whole, and (C) except for regular interim and final dividends on the ordinary shares of 10p each of the Issuer and/or the Guarantor[s] (the “Ordinary Shares”) in amounts per share that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by [the Issuer] [or any Guarantor] on any class of its share capital or stock.

(k) Each of the Issuer and the Guarantor[s] has been duly incorporated or organized and is validly existing as a corporation or company in good standing (where applicable) under the laws of the jurisdiction in which it is incorporated or organized and each has full corporate or entity power and authority to own, lease and operate its properties and to conduct its business as now conducted and as described in the Disclosure Package and the Final Prospectus and to enter into and perform its obligations under this Agreement; and each of the Issuer and the Guarantor[s] is duly qualified as a foreign corporation or company to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect.

(l) Each subsidiary of the Issuer or the Guarantor[s] other than the Issuer and the Subsidiary Guarantor[s] (each a “subsidiary” and, collectively, the “subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation or company in good standing (where applicable) under the laws of the jurisdiction in which it is incorporated or organized, has corporate or entity power and authority to own, lease and

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operate its properties and to conduct its business as now conducted and as described in the Disclosure Package and the Final Prospectus and is duly qualified as a foreign corporation or company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; all of the issued and outstanding share capital or stock of each such subsidiary has been duly authorized and validly issued, is fully paid and non-assessable; all of the issued and outstanding share capital or stock of each such subsidiary owned by the Issuer or the Guarantor[s], directly or through subsidiaries, is owned free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity except (i) as otherwise disclosed in the Disclosure Package and the Final Prospectus, or (ii) where (A) the failure to be duly authorized, validly issued, fully paid and non-assessable, or (B) the existence of a security interest, mortgage, pledge, lien, encumbrance, claim or equity, would not result in a Material Adverse Effect. None of the outstanding share capital or stock of any subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such subsidiary except where such violation would not have a Material Adverse Effect.

(m) The issued share capital and stock of the Issuer and the Guarantor[s] has been duly authorized and validly issued and is fully paid and non-assessable; and none of the issued share capital or stock of the Guarantor[s] or the Issuer was issued in violation of the preemptive or other similar rights of any securityholder of the Issuer or [the][any] Guarantor.

(n) This Agreement has been duly authorized, executed and delivered by each of the Issuer and the Guarantor[s].

(o) The Indenture has been duly authorized by each of the Issuer and the Guarantor[s] and, when duly executed and delivered by the Issuer, the Guarantor[s] and the Trustee, will constitute a valid and binding agreement of the Issuer and the Guarantor[s], enforceable against the Issuer and the Guarantor[s] in accordance with its terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, examinership, reorganization or similar laws affecting creditors’ rights generally and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

(p) The Notes have been duly authorized and, at the Closing Date, will be in the form contemplated by, and entitled to the benefits of, the Indenture, will have been duly executed by the Issuer and, when authenticated, issued and delivered in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreement, will constitute valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

(q) The Guarantees have been duly authorized and, at the Closing Date, will be in the form contemplated by, and entitled to the benefits of, the Indenture, will have been duly executed by the Guarantor[s] and, when the Notes have been authenticated, issued and delivered in the manner provided in the Indenture and delivered against payment of the purchase price for the Notes as provided in this Agreement will constitute valid and binding obligations of the Guarantor[s], enforceable against the Guarantor[s] in accordance with their terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, examinership, reorganization or similar laws affecting creditors’ rights generally and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

(r) None of the Issuer, the Guarantor[s] or any of their respective subsidiaries are in (i) violation of their respective memoranda and articles of association, charters or by-laws or (ii) violation of any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Issuer, the Guarantor[s] or any of their respective subsidiaries or any of their properties or (iii) default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Issuer, the Guarantor[s] or any of their respective subsidiaries are a party or by which they or any of them may be bound, or to which any of the property or assets of the Issuer, the Guarantor[s] or any of their respective subsidiaries is subject (collectively, “Agreements and Instruments”) except, in the case of clause (i) as it relates to subsidiaries, and in the case of clause (ii) or (iii), for such violations or defaults that would not result in a Material Adverse Effect.

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(s) The execution, delivery and performance of this Agreement, the Indenture and the Securities, and the consummation of the transactions contemplated herein and in the Disclosure Package and the Final Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Disclosure Package and the Final Prospectus under the caption “Use of Proceeds”) and compliance by the Issuer and the Guarantor[s] with their obligations hereunder and under the Indenture and the Securities do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Issuer, the Guarantor[s] or any of their subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in (i) any violation of the provisions of the respective memoranda and articles of association, charters or by-laws of the Issuer, the Guarantor[s] or any of their respective subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Issuer, the Guarantor[s] or any of their respective subsidiaries or (iii) any of their assets, properties or operations (except, in the case of clause (i) as it relates to subsidiaries, and in the case of clause (ii) or (iii), for such violations that would not result in a Material Adverse Effect).

(t) No labor dispute with the employees of the Issuer, [the][any] Guarantor or any of their respective subsidiaries exists or, to the knowledge of the Issuer or [the][any] Guarantor, is imminent, and neither the Issuer nor [the][any] Guarantor is aware of any existing or imminent labor disturbance by the employees of any of their respective principal suppliers, manufacturers, customers or contractors, which, in either case, may reasonably be expected to result in a Material Adverse Effect.

(u) There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Issuer or [the][any] Guarantor, threatened, against or affecting the Issuer, [the][any] Guarantor or any of their subsidiaries, which is required to be disclosed in the Disclosure Package or the Final Prospectus (other than as disclosed therein), or which might reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement or the Indenture or the performance by the Issuer or [the][any] Guarantor of their obligations hereunder or thereunder; the aggregate of all pending legal or governmental proceedings to which the Issuer, [the][any] Guarantor or any of their subsidiaries is a party or of which any of their respective property or assets is the subject which are not described in the Disclosure Package and the Final Prospectus, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

(v) The Issuer, the Guarantor[s] and their respective subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) necessary to carry on the business now operated by them, and none of the Issuer, the Guarantor or any of their respective subsidiaries have received any notice or are otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Issuer, the Guarantor[s] or any of their respective subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

(w) The Issuer, the Guarantor[s] and any subsidiaries thereof possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them (except for such permits, licenses, approvals, consents and other authorizations which the failure to obtain would not result in a Material Adverse Effect); the Issuer, the Guarantor[s] and their subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect,

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except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect; and none of the Issuer, the Guarantor[s] or any of their respective subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

(x) The Issuer, [the][each] Guarantor and any subsidiary thereof have good and marketable title to all real property owned by the Issuer, [the] Guarantor or such subsidiary, as the case may be, and good title to all other properties owned by any of them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the Disclosure Package and the Final Prospectus or (b) do not, singly or in the aggregate have a Material Adverse Effect; and all of the leases and subleases material to the business of the Issuer, the Guarantor[s] and their subsidiaries, considered as one enterprise, and under which the Issuer, the Guarantor[s] or any of their respective subsidiaries holds properties described in the Disclosure Package and the Final Prospectus, are in full force and effect, and none of the Issuer, the Guarantor[s] or any subsidiary thereof has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Issuer, the Guarantor[s] or any subsidiary thereof under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Issuer, the Guarantor[s] or such subsidiary of the continued possession of the leased or subleased premises under any such lease or sublease.

(y) Except as described in the Disclosure Package and the Final Prospectus and except as would not, singly or in the aggregate, result in a Material Adverse Effect, (A) none of the Issuer, the Guarantor[s] or any of their subsidiaries are in violation of any federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the Issuer, the Guarantor[s] and their respective subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws and are each in compliance with their requirements, (C) there are no pending or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings relating to any Environmental Laws against the Issuer, [the][any] Guarantor or any of their respective subsidiaries and (D) there are no events or circumstances that might reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or governmental body or agency, against or affecting the Issuer, [the][any] Guarantor or any of their respective subsidiaries relating to Hazardous Materials or any Environmental Laws.

(z) No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority, body or agency is necessary or required in connection with the transactions contemplated herein, or in the Indenture, except such as may be required under the blue sky laws of any jurisdiction in which the Securities are offered and sold.

(aa) Each of the Issuer and the Guarantor[s] is in compliance in all material respects with the applicable provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations of the Commission adopted pursuant thereto as such rules and regulations currently apply to the Issuer and the Guarantor[s] (collectively, the “Sarbanes-Oxley Act”). There is and has been no failure on the part of any of the Issuer’s or the Guarantor[‘s][s’] officers or directors, in their capacities as such, to comply with any applicable provisions of the Sarbanes-Oxley Act.

(bb) [Except as described in the Disclosure Package and the Final Prospectus, no ad valorem stamp duty,] stamp duty reserve tax or other similar tax or duty are payable under applicable laws or regulations of the United Kingdom (i) in connection with the creation or original issuance and sale of the Securities, (ii) with respect to the execution, delivery and performance of this Agreement or the Indenture or (iii) with respect to any payments made to the Underwriters pursuant to this Agreement.

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(cc) Except as described in the Disclosure Package and the Final Prospectus, payments made by the Issuer under the Notes or the Guarantor[s] under the Guarantees to holders will not be subject to any withholdings or similar charges for or on account of taxation under the laws of the United Kingdom.

(dd) Each of the Issuer and the Guarantor[s] has the power to submit and pursuant to Section 15 of this Agreement has legally, validly, effectively and irrevocably submitted, to the nonexclusive jurisdiction of any federal or state court in the State of New York, County of New York, and has the power to designate, appoint and empower and pursuant to Section 15 of this Agreement has legally, validly, effectively and irrevocably designated, appointed and empowered an agent for service of process in any suit or proceeding based on or arising under this Agreement in any federal or state court in the State of New York.

(ee) No subsidiary of the Issuer or [the][any] Guarantor is currently prohibited, directly or indirectly, from paying any dividends to the Issuer or [the][such] Guarantor, from making any other distribution on such subsidiary’s share capital or stock, from repaying to the Issuer or [the][such] Guarantor any loans or advances to such subsidiary from the Issuer or [the][such] Guarantor or from transferring any of such subsidiary’s property or assets to the Issuer or [the][such] Guarantor or any subsidiary of the Issuer or [the][such] Guarantor, except as described in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto) and except as could not reasonably be expected to affect the ability of the Issuer or the Guarantor[s] to make payments on the Securities or otherwise to have a Material Adverse Effect.

(ff) None of the Issuer, the Guarantor[s], any of their respective subsidiaries nor any person acting on behalf of any of them, other than the Underwriters to the extent that they might be regarded as acting on behalf of the Issuer or the Guarantor[s], has taken, directly or indirectly, any action which has constituted, or which might be reasonably expected to cause or result in, stabilization or manipulation of the price of any security of the Issuer or the Guarantor[s] to facilitate the sale or resale of the Securities. Neither the Issuer nor [the][any] Guarantor has taken any action or omitted to take any action (such as issuing any press release relating to any Securities without an appropriate legend) which may restrict or otherwise affect the ability of any of the Underwriters (or anyone acting on their behalf) to undertake any of the activities permitted by the price stabilization rules of the Financial Services Authority in accordance with such rules.

(gg) (A) None of the Issuer, the Guarantor[s], their respective subsidiaries or, to the knowledge of the Issuer or [the][any] Guarantor, any director, officer, agent, employee or Affiliate of the Issuer, [the][any] Guarantor or any of their respective subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such person either (i) of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA or (ii) the U.K. Bribery Act of 2010 (the “UKBA”); and (B) the Issuer and the Guarantors and, to the knowledge of the Issuer and the Guarantors, their respective subsidiaries and Affiliates have conducted their businesses in compliance with the FCPA and the UKBA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith, except in the case of either (A) or (B) for such non-compliance as would not have a Material Adverse Effect.

(hh) The operations of the [Issuer][Parent Guarantor] and its subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the U.S. Currency and Foreign Transactions Reporting Act of 1970, as amended, and the money laundering statutes of United Kingdom, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental or regulatory authorities in such jurisdictions (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental or regulatory authorities or any arbitrator involving the company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the [Issuer][Parent Guarantor], threatened.

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(ii) Neither the [Issuer][Parent Guarantor] nor any of its subsidiaries nor, to the best knowledge of the Parent Guarantor, any of its or their directors, officers, agents, employees or affiliates is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the [Issuer][Parent Guarantor] will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities carried out or to be carried out in any jurisdiction subject to U.S. sanctions administered by OFAC.

(jj) Neither the Issuer nor [the][any] Guarantor is, and after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Disclosure Package and the Final Prospectus [neither][none] of them will be, an “investment company” as defined in the Investment Company Act, without taking account of any exemption arising out of the number of holders of the Guarantor[‘s][s’] or the Issuer’s securities.

(kk) The Issuer and [the][each] Guarantor is subject to and in full compliance with the reporting requirements of Section 13 or Section 15(d) of the Exchange Act as such requirements currently apply to “foreign private issuers” (as defined in Rule 3b-4 under the Exchange Act).

Any certificate signed by any officer of the Issuer or [the][any] Guarantor and delivered to the Representatives or counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Issuer or [the][such] Guarantor, as to matters covered thereby, to each Underwriter.

2. Purchase and Sale; Delivery and Payment. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Issuer agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Issuer, at a purchase price of [    ]% of the principal amount thereof, plus accrued interest, if any, from [            ], 20[    ] to the Closing Date, the principal amount of Notes set forth opposite such Underwriter’s name in Schedule I hereto.

Delivery of and payment for the Securities shall be made at [    :    ] A.M. (New York City time), on [            ], 20 , or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Guarantor[s] and the Issuer or as provided in Section 10 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Issuer or the Guarantor[s] by wire transfer payable in same-day funds to the account specified by the Issuer or the Guarantor[s]. Delivery of the Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct.

3. Offering by Underwriters. It is understood that the several Underwriters propose to offer the Securities for sale to the public as set forth in the Final Prospectus. Each Underwriter, severally and not jointly, agrees that it has not offered or sold, and will not offer or sell, any Securities except in accordance with the selling restrictions set forth in the Final Prospectus.

4. Expenses. The Issuer agrees or, failing the Issuer, the Guarantor[s] [, jointly and severally,]agree[s] to pay the costs and expenses relating to the following matters: (i) the costs and expenses relating to the preparation of the Indenture, the issuance of the Securities and the fees of the Trustee; (ii) the costs and expenses relating to the preparation, printing or reproduction and filing under the Act of the Registration Statement, any Preliminary Prospectus, the Disclosure Package and the Final Prospectus and each amendment or supplement to any of them; (iii) the costs and expenses relating to the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, any Preliminary Prospectus, the Disclosure Package and the Final Prospectus, and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iv) the costs and expenses relating to the preparation, printing, authentication, issuance and delivery of certificates for the Securities; (v) any ad valorem stamp duty, stamp duty reserve tax or similar issuance, registration or transfer taxes or duties in connection with the original issuance and sale of the Securities; (vi) the costs and expenses relating to the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities; (vii) the registration of the Securities under the Exchange Act; (viii) the costs and expenses relating to any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states specified

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pursuant to Section 5(f) (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such registration and qualification); (ix) all costs and expenses relating to the rating of the Securities by Moody’s Investors Services Inc. and Standard & Poor’s Ratings Service; (x) the transportation and other expenses incurred by or on behalf of the representatives of the Issuer and the Guarantor[s] in connection with presentations to prospective purchasers of the Securities; (xi) [the costs and expenses of listing the Notes on the [EXCHANGE] including the fees and expenses of the Issuer’s and the Guarantor[‘s][s’] listing agent]; (xii) the costs and expenses relating to marketing materials including any electronic road show and graphic art materials; (xiii) the fees and expenses of the Issuer’s and the Guarantor[‘s][s’] accountants and the fees and expenses of counsel (including local and special counsel) for the Issuer and the Guarantor[s]; (xiv) any filings required to be made with the Financial Industry Regulatory Authority; and (xv) all other costs and expenses incident to the performance by each of the Issuer and the Guarantor[s] of its obligations hereunder.

It is understood, however, that except as provided in this Section 4 and in Section 9 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Securities by them and, unless otherwise agreed with the Issuer and the Guarantor[s] in writing, any advertising expenses relating to the offer of the Securities.

5. Agreements. The Issuer and the Guarantor[s] agree with each Underwriter that:

(a) The Issuer and the Guarantor[s] will furnish to the Representatives, without charge, signed copies of the Registration Statement (including exhibits thereto) and so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies of each Preliminary Prospectus, the Final Prospectus and each Issuer Free Writing Prospectus and any supplement thereto as the Representatives may reasonably request.

(b) Prior to the termination of the offering of the Securities, neither the Issuer nor [the][any] Guarantor will file any amendment of the Registration Statement or supplement to the Final Prospectus or any Preliminary Prospectus unless the Issuer or [the][such] Guarantor has furnished to the Representatives a copy for their review prior to filing and will not file any such proposed amendment or supplement to which the Representatives reasonably object. The Issuer and the Guarantor[s] will cause the Final Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representatives with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filing. The Issuer and the Guarantor[s] will promptly advise the Representatives (i) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b), (ii) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective, (iii) of any request by the Commission or its staff for any amendment of the Registration Statement, or for any supplement to the Final Prospectus or for any additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Issuer or [the][any] Guarantor of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Issuer and the Guarantor[s] will use their reasonable best efforts to prevent the issuance of any such stop order or the occurrence of any such suspension or objection to the use of the Registration Statement and, upon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal of such stop order or relief from such occurrence or objection, including, if necessary, by filing an amendment to the Registration Statement or a new registration statement and using their reasonable best efforts to have such amendment or new registration statement declared effective as soon as practicable.

(c) The Issuer and the Guarantor[s] will prepare a final term sheet, containing solely a description of final terms of the Securities and the offering thereof, in the form approved by the Representatives and file such term sheet pursuant to Rule 433(d) within the time required by such Rule.

(d) Unless it has or shall have obtained the prior written consent of the Representatives, neither the Issuer nor [the][any] Guarantor has made nor will make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405) required to be filed by the Issuer or [the][any] Guarantor with the Commission or retained by the Issuer or [the][any] Guarantor under Rule 433, other than the free writing prospectus containing the information contained in the final term sheet prepared and filed pursuant to Section 5(c) hereto; provided that the prior written consent of the

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Representatives shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule II hereto and any electronic road show. Any such free writing prospectus consented to by the Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Issuer and Guarantor[s] agrees that (x) they have treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) they have complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

(e) If, at any time prior to the filing of the Final Prospectus or when a prospectus relating to the Securities is required to be delivered under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Disclosure Package or the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made at such time not misleading, or if it should be necessary to amend the Registration Statement, file a new registration statement or supplement the Disclosure Package or the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, including in connection with use or delivery of the Final Prospectus, the Issuer and the Guarantor[s] promptly will (i) notify the Representatives of any such event, (ii) prepare and file with the Commission, subject to Section 5(b), an amendment or supplement or new registration statement that will correct such statement or omission or effect such compliance, (iii) use their reasonable best efforts to have any amendment to the Registration Statement or new registration statement declared effective as soon as practicable in order to avoid any disruption in use of the Disclosure Package or Final Prospectus and (iv) supply any supplemented Disclosure Package or Final Prospectus to the Underwriters in such quantities as the Representatives may reasonably request.

(f) The Issuer and the Guarantor[s] will use their best efforts to arrange, if necessary, for the qualification of the Securities for sale by the Underwriters under the laws of such jurisdictions as the Representatives may designate and will maintain such qualifications in effect so long as required for the sale of the Securities; provided that in no event shall the Issuer or [the][any] Guarantor be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits, in any jurisdiction where it is not now so subject. The Issuer and the Guarantor[s] will promptly advise the Representatives of the receipt by the Issuer or [the][any] Guarantor of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose.

(g) The Issuer and the Guarantor[s] will cooperate with the Representatives and use their best efforts to permit the Securities to be eligible for clearance and settlement through The Depository Trust Company.

(h) The Issuer and the Guarantor[s] will not for a period of 30 days following the Execution Time, without the prior written consent of the Representatives, offer, sell or contract to sell, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Issuer, [the][any] Guarantor or any of their Affiliates or any person in privity with the Issuer, [the][any] Guarantor or any of their Affiliates), directly or indirectly, or announce the offering of, any debt securities issued or guaranteed by the Issuer or [the][any] Guarantor other than: (i) the Securities hereunder, (ii) debt securities issued solely pursuant to Regulation S under the Act and (iii) intercompany indebtedness between or among subsidiaries of [WPP plc][the Parent Guarantor].

(i) Neither the Issuer nor [the][any] Guarantor will take, directly or indirectly, any action designed to or which has constituted or which might reasonably be expected to cause or result, under the Exchange Act or otherwise, in stabilization or manipulation of the price of the Securities.

(j) The [Issuer][Parent Guarantor} will (i) as soon as practicable, make generally available to WPP plc’s security holders and to the Representatives an earnings statement or statements of the [Issuer] [Parent Guarantor] and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 and (ii) for a period of twelve months following the Execution Time, furnish to the Representatives all reports or other communications (financial or other) generally made available to stockholders, and deliver such reports and communications to the Representatives as soon as they are available, unless such documents are furnished to or filed with the Commission or any securities exchange on which any class of securities of the [Issuer][Parent Guarantor] is listed and generally made available to the public.

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(k) Each of the Issuer and the Guarantor[s] will comply with all applicable securities and other laws, rules and regulations, including, without limitation, the Sarbanes-Oxley Act, and use its best efforts to cause the directors and officers of the Issuer and the Guarantor[s], in their capacities as such, to comply with such laws, rules and regulations, including, without limitation, the provisions of the Sarbanes-Oxley Act.

(l) Neither the Issuer nor [the][any] Guarantor will take any action or omit to take any action (such as issuing any press release relating to any Securities without an appropriate legend) which may restrict or otherwise affect the ability of any of the Underwriters (or anyone acting on their behalf) to undertake any of the activities permitted by the price stabilization rules of the Financial Services Authority in accordance with such rules.

6. Certain Agreements of the Underwriters. Each Underwriter hereby represents and agrees that:

(a) Such Underwriter shall not include any “issuer information” (as defined in Rule 433) in any “free writing prospectus” (as defined in Rule 405) used or referred to by such Underwriter without the prior consent of the Issuer; provided that (i) no such consent shall be required with respect to any such issuer information contained in any document filed by the Issuer with the Commission prior to the use of such free writing prospectus and (ii) “issuer information,” as used in this Section 6(a), shall not be deemed to include information prepared by or on behalf of such Underwriter on the basis of or derived from issuer information.

(b) Such Underwriter has not and will not, without the prior written consent of the Issuer, used any Free Writing Prospectus that contains the final terms of the Securities, other than the Free Writing Prospectus, unless such terms have previously been included in a Free Writing Prospectus (i) filed with the Commission or (ii) that is a final pricing term sheet prepared by such Underwriter and approved in writing by the Issuer in advance (which approval the Issuer agrees to provide as soon as practically possible).

7. Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Securities shall be subject to the accuracy of the representations and warranties of the Issuer and the Guarantor[s] contained herein at the Execution Time and the Closing Date, to the accuracy of the statements of the Issuer and the Guarantor[s] made in any certificates pursuant to the provisions hereof, to the performance by the Issuer and the Guarantor[s] of their obligations hereunder and to the following additional conditions:

(a) The Final Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b); the final term sheet contemplated by Section 5(c) hereto and any other material required to be filed by the Issuer and the Guarantor[s] pursuant to Rule 433(d) under the Act shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened.

(b) The Issuer and the Guarantor[s] shall have requested and caused Allen & Overy, U.S. counsel for the Issuer and the Guarantor[s], to furnish to the Representatives its opinion and negative assurance statement, dated the Closing Date and addressed to the Underwriters, to the effect set forth in Annex A hereto.

(c) The Issuer and the Guarantor[s] shall have requested and caused Mourant Ozannes, Jersey counsel for the Issuer and the Guarantor[s], to furnish to the Representatives its opinion, dated the Closing Date and addressed to the Underwriters, substantially in the form attached as Annex B hereto.

(d) The Issuer and the Guarantor[s] shall have requested and caused Allen & Overy LLP, English counsel for the Issuer and the Guarantor[s], to furnish to the Representatives its opinion, dated the Closing Date and addressed to the Underwriters, substantially in the form attached as Annex C hereto.

(e) The Issuer and the Guarantor[s] shall have requested and caused A&L Goodbody, Irish counsel for the Issuer and the Guarantor[s], to furnish to the Representatives its opinion, dated the Closing Date and addressed to the Underwriters, substantially in the form attached as Annex D hereto.

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(f) The Representatives shall have received from Simpson Thacher & Bartlett LLP, U.S. counsel for the Underwriters, such opinion or opinions, dated the Closing Date and addressed to the Representatives, with respect to such matters as the Representatives may reasonably require, and the Issuer and the Guarantor[s] shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. The Representatives shall have received from Simpson Thacher & Bartlett LLP, U.S. counsel for the Underwriters, its negative assurance statement, dated the Closing Date and addressed to the Underwriters.

(g) The Representatives shall have received from [            ], English counsel for the Underwriters, such opinion or opinions, dated the Closing Date and addressed to the Representatives, with respect to such matters as the Representatives may reasonably require, and the Issuer and the Guarantor[s] shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.

(h) At the Closing Date, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Disclosure Package or the Final Prospectus, any material adverse change, and no development reasonably likely to cause a prospective material adverse change, in the financial condition or in the earnings or business of the Issuer, the Guarantor[s] and their subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate executed by each of the chief financial officer or principal officer and the secretary or other director of the Issuer and the Guarantor[s], dated as of the Closing Date, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Section 1 hereof are true and correct with the same force and effect as though expressly made at and as of the Closing Date, and (iii) the Issuer and the Guarantor[s] have each complied with all agreements and satisfied all conditions on their respective parts to be performed or satisfied at or prior to the Closing Date.

(i) At the Execution Time, the Issuer and the Guarantor[s] shall have requested and caused Deloitte LLP to furnish to the Representatives letters, dated as of the Execution Time, in form and substance reasonably satisfactory to the Representatives, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement, the Disclosure Package and the Final Prospectus.

(j) At the Closing Date, the Issuer and the Guarantor[s] shall have requested and caused Deloitte LLP to furnish to the Representatives letters, dated as of the Closing Date, to the effect that they reaffirm the statements made in the letter furnished pursuant to subsection (i) of this Section, except that the specified date referred to shall be a date not more than three business days prior to the Closing Date.

(k) The Securities shall be eligible for clearance and settlement through The Depository Trust Company.

(l) [The [EXCHANGE] shall have agreed to list the Notes, subject only to notice of issuance.]

(m) The Securities shall have been rated [            ] by Moody’s Investors Services Inc. and [            ] by Standard & Poor’s Ratings Services and subsequent to the Execution Time, there shall not have been any decrease in the rating of any of the Issuer’s or the Guarantor[‘s][s’] debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change.

(n) Prior to the Closing Date, the Issuer and the Guarantor[s] shall have furnished to the Representatives such further information, certificates and documents as the Representatives may reasonably request.

If any of the conditions specified in this Section 7 shall not have been satisfied when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be cancelled at, or at any time prior to, the Closing Date by the Representatives. Notice of such cancellation shall be given to the Issuer or the Guarantor[s] in writing or by telephone or facsimile confirmed in writing.

The documents required to be delivered by this Section 7 will be delivered at the office of counsel for the Underwriters, Simpson Thacher & Bartlett LLP, at 425 Lexington Avenue, New York, New York 10017, on the Closing Date.

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8. Reimbursement of Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 7 hereof is not satisfied, because of any termination pursuant to Section 11 hereof or because of any refusal, inability or failure on the part of the Issuer or [the][any] Guarantor to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Issuer, or failing the Issuer, the Guarantor[s] will reimburse the Underwriters severally through the Representatives on demand for all expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

9. Indemnification and Contribution. (a) The Issuer and the Guarantor[s], jointly and severally, agree to indemnify and hold harmless each Underwriter, the directors, officers, employees, Affiliates and agents of each Underwriter and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act (each a “Purchaser Indemnified Person”) against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other U.S. federal or state or foreign statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereof, or in the Base Prospectus, any Preliminary Prospectus or any other preliminary prospectus supplement relating to the Securities, the Final Prospectus, any Issuer Free Writing Prospectus or the information contained in the final term sheet required to be prepared and filed pursuant to Section 5(c) hereto, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agree to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Issuer and the Guarantor[s] will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Issuer or the Guarantor[s] by or on behalf of any Underwriter through the Representatives specifically for inclusion therein (it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 9(b) hereof). This indemnity agreement will be in addition to any liability that the Issuer or the Guarantor[s] may otherwise have.

(b) Each Underwriter severally, and not jointly, agrees to indemnify and hold harmless the Issuer, the Guarantor[s], each of the directors, officers, employees, Affiliates and agents of the Issuer and the Guarantor[s] and each person who controls the Issuer or the Guarantor[s] within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the Issuer and the Guarantor[s] to each Underwriter, but only with reference to written information relating to such Underwriter furnished to the Issuer or the Guarantor[s] by or on behalf of such Underwriter through the Representatives specifically for inclusion in the documents referred to in the foregoing indemnity. The Issuer and the Guarantor[s] acknowledge[s] and agree[s] that the statements set forth in (1) [            ], (2) [            ], (3) [            ], (4) [            ] and (5) [            ], in each case, in the Preliminary Prospectus and the Final Prospectus, constitute the only information furnished in writing by or on behalf of the Underwriters for inclusion in the Preliminary Prospectus, the Final Prospectus or in any Issuer Free Writing Prospectus.

(c) Promptly after receipt by an indemnified party under this Section 9 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 9, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under Section 9(a) or 9(b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in Section 9(a) or 9(b) above. The indemnifying party shall be entitled to appoint counsel (including local counsel) of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel, other than local counsel if not appointed by the indemnifying party, retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel (including local counsel) to represent the indemnified party in an action, the indemnified party shall have the right to employ

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separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party; (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action; or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and (ii) does not include a statement as to, or an admission of fault, culpability or a failure to act by or on behalf of an indemnifying party.

(d) In the event that the indemnity provided in Section 9(a) or 9(b) of this Section 9 is unavailable to or insufficient to hold harmless an indemnified party for any reason, the Issuer, the Guarantor[s] and the Underwriters severally agree to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending any loss, claim, damage, liability or action) (collectively “Losses”) to which the Issuer, the Guarantor[s] and one or more of the Underwriters may be subject in such proportion as is appropriate to reflect the relative benefits received by the Issuer and the Guarantor[s] on the one hand and by the Underwriters on the other from the offering of the Securities; provided, however, that in no case shall any Underwriter be responsible for any amount in excess of the underwriting discount or commission applicable to the Securities purchased by such Underwriter hereunder. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the Issuer, the Guarantor[s] and the Underwriters severally shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Issuer and the Guarantor[s] on the one hand and the Underwriters on the other in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations. Benefits received by the Issuer and the Guarantor[s] shall be deemed to be equal to the total net proceeds from the offering (before deducting expenses) received by it, and benefits received by the Underwriters shall be deemed to be equal to the total underwriting discounts and commissions, in each case as set forth on the cover page of the Final Prospectus. Relative fault shall be determined by reference to, among other things, whether any untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information provided by the Issuer or the Guarantor[s] on the one hand or the Underwriters on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Issuer, the Guarantor[s] and the Underwriters agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation that does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this Section 9(d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 9, each person who controls an Underwriter within the meaning of either the Act or the Exchange Act and each director, officer, employee, Affiliate and agent of an Underwriter shall have the same rights to contribution as such Underwriter, and each person who controls the Issuer or the Guarantor[s] within the meaning of either the Act or the Exchange Act and each director, officer, employee, Affiliate and agent of the Issuer or the Guarantor[s] shall have the same rights to contribution as the Issuer and the Guarantor[s], subject in each case to the applicable terms and conditions of this Section 9(d).

10. Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount

14

of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Issuer or the Guarantor[s]. In the event of a default by any Underwriter as set forth in this Section 10, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement, Disclosure Package and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Issuer, or the Guarantor[s] or any nondefaulting Underwriter for damages occasioned by its default hereunder.

11. Termination. This Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given to the Issuer or the Guarantor[s] prior to delivery of and payment for the Securities, if at any time prior to such time (i) there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Disclosure Package and the Final Prospectus, any material adverse change or development reasonably likely to cause a prospective material adverse change in the financial condition or in the earnings or business of the Issuer[, the Parent Guarantor] and [its][their respective] subsidiaries taken as a whole, whether or not arising in the ordinary course of business, (ii) there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable to market the Securities or to enforce contracts for the sale of the Securities, (iii) trading in any securities of the Issuer or [the][any] Guarantor has been suspended or materially limited by the Commission or the London Stock Exchange, or if trading generally on the London Stock Exchange, American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the Financial Industry Regulatory Authority or any other governmental authority, or (iv) a banking moratorium has been declared by either federal or New York authorities.

12. Representations, Warranties, Agreements and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Issuer, the Guarantor[s] or their officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Underwriters or the Issuer, the Guarantor[s] or any of the indemnified persons referred to in Section 9 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 8 and 9 hereof shall survive the termination or cancellation of this Agreement.

13. Notices. All communications hereunder will be in writing and shall be deemed to have been given (a) upon personal delivery, if delivered by hand, (b) three days after the date of deposit in the mails, postage prepaid, if mailed by certified or registered mail, or (c) the next business day if sent by facsimile transmission (if receipt is electronically confirmed) or by a prepaid overnight courier service, and in each case at the respective addresses or numbers set forth below or such other address or number as such party may have fixed by notice:

[Representatives]

[Contact Details]

if to the Issuer or the Guarantor[s]:

27 Farm Street

London W1J 5RJ

England

Attention: Group Finance Director

Fax: 011-44-20-7491-4759

Telephone: 011-44-20-7408-2204

15

With a copy to:

Allen & Overy LLP

One Bishops Square

London E1 6AD

England

Attention: Adam Kupitz

Fax: 011-44-20-3088-0088

Telephone: 011-44-20-3088-2925

14. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the indemnified persons referred to in Section 9 hereof and their respective successors and no other person will have any right or obligation hereunder.

15. Jurisdiction. The Issuer and the Guarantor[s] each agrees that any suit, action or proceeding against the Issuer or [the][any] Guarantor brought by any Underwriter, the directors, officers, employees, Affiliates and agents of any Underwriter, or by any person who controls any Underwriter, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any U.S. federal or New York state court in the Borough of Manhattan, The City of New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Issuer and the Guarantor[s] each hereby appoints CT Corporation System, 111 Eighth Avenue, 13^th Floor, New York, New York 10011 as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein that may be instituted in any U.S. federal or New York state court in the Borough of Manhattan, The City of New York, by any Underwriter, the directors, officers, employees, Affiliates and agents of any Underwriter, or by any person who controls any Underwriter, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Issuer and the Guarantor[s] each hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Issuer and the Guarantor[s] each agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Issuer or the Guarantor[s], as the case may be. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter, the directors, officers, employees, Affiliates and agents of any Underwriter, or by any person who controls any Underwriter, in any court of competent jurisdiction in England. The parties hereto each hereby waive any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement.

16. No Fiduciary Duty. The Issuer and the Guarantor[s] each acknowledges that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Issuer and the Guarantor[s], on the one hand, and the Underwriters and any Affiliate through which it may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent or fiduciary of the Issuer or the Guarantor[s] and (c) the Issuer’s and the Guarantor[’s][s’] engagement of the Underwriters in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, each of the Issuer and the Guarantor[s] agree that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any of the Underwriters has advised or is currently advising the Issuer or the Guarantor[s] on related or other matters). Each of the Issuer and the Guarantor[s] agree that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Issuer or the Guarantor[s], in connection with such transaction or the process leading thereto.

17. Integration. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Issuer, the Guarantor[s] and the Underwriters, or any of them, with respect to the subject matter hereof.

18. Applicable Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York.

19. Currency. Each reference in this Agreement to U.S. dollars (the “relevant currency”), including by use of the symbol “$”, is of the essence. To the fullest extent permitted by law, the obligations of the Issuer and/or the Guarantor[s] in respect of any amount due under this Agreement will, notwithstanding any payment in any other currency (whether pursuant to a judgment or otherwise), be discharged only to the extent of the amount in the

16

relevant currency that the party entitled to receive such payment may, in accordance with its normal procedures, purchase with the sum paid in such other currency (after any premium and costs of exchange) on the Business Day immediately following the day on which such party receives such payment. If the amount in the relevant currency that may be so purchased for any reason falls short of the amount originally due, the Issuer or the Guarantor[s], as the case may be, will pay such additional amounts, in the relevant currency, as may be necessary to compensate for the shortfall. Any obligation of the Issuer or the Guarantor[s] not discharged by such payment will, to the fullest extent permitted by applicable law, be due as a separate and independent obligation and, until discharged as provided herein, will continue in full force and effect.

20. Counterparts. This Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement.

21. Headings. The section headings used herein are for convenience only and shall not affect the construction hereof.

22. Definitions. The terms that follow, when used in this Agreement, shall have the meanings indicated.

“Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Affiliate” shall have the meaning specified in Rule 405 under the Act.

“Base Prospectus” shall mean the base prospectus referred to in Section 1(a) above contained in the Registration Statement at the Execution Time and all documents incorporated by reference therein.

“Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in The City of New York or London.

“Commission” shall mean the Securities and Exchange Commission.

“Disclosure Package” shall mean (i) the Base Prospectus, (ii) the Preliminary Prospectus used most recently prior to the Execution Time, (iii) the Issuer Free Writing Prospectuses, if any, identified in Schedule II hereto, (iv) the final term sheet prepared and filed pursuant to Section 5(c) hereto, if any, and (v) any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package.

“Effective Date” shall mean each date and time that the Registration Statement, or any part thereof, and any post-effective amendment or amendments thereto became, or is deemed to have become, effective.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Execution Time” shall mean the date and time that this Agreement is executed and delivered by the parties hereto.

“Final Prospectus” shall mean the final prospectus supplement relating to the Securities that was first filed pursuant to Rule 424(b) after the Execution Time and all documents incorporated by reference therein, together with the Base Prospectus.

“Free Writing Prospectus” shall mean a free writing prospectus, as defined in Rule 405.

“Investment Company Act” shall mean the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Issuer Free Writing Prospectus” shall mean an issuer free writing prospectus, as defined in Rule 433.

“Preliminary Prospectus” shall mean any preliminary prospectus supplement to the Base Prospectus referred to in Section 1(a) above which is used prior to the filing of the Final Prospectus and all documents incorporated by reference therein, together with the Base Prospectus.

17

“Registration Statement” shall mean the registration statement referred to in Section 1(a) above, including exhibits, financial statements, any Preliminary Prospectus relating to the Securities that is filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement pursuant to Rule 430B, as amended on each Effective Date and, in the event any post-effective amendment thereto becomes effective prior to the Closing Date, shall also mean such registration statement as so amended and, in each case, all documents incorporated by reference therein.

“Rule 158”, “Rule 163”, “Rule 164”, “Rule 172”, “Rule 405”, “Rule 415”, “Rule 424”, “Rule 430B” and “Rule 433” refer to such rules under the Act.

“Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Well-Known Seasoned Issuer” shall mean a well-known seasoned issuer, as defined in Rule 405.

23. Waiver of Jersey customary law rights. Each of the Issuer and each Guarantor irrevocably and unconditionally waives such right as it may have or claim under Jersey law:

(a) whether by virtue of the droit de discussion or otherwise to require that recourse be had to the assets of any other person before any claim is enforced against it under this Agreement in respect of the obligations assumed by it under this Agreement; and

(b) whether by virtue of the droit de division or otherwise to require that any liability under this Agreement be divided or apportioned with any other person or reduced in any manner whatsoever.

If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Issuer, the Guarantor[s] and the several Underwriters.

Very truly yours,

[ISSUER]

By:

Name:

Title:

[GUARANTOR]

By:

Name:

Title:

[GUARANTOR[S]]

By:

Name:

Title:

The foregoing Agreement is hereby confirmed

and accepted as of the date first above written.

18

[Representatives]

As for themselves and as Representatives of

the other several Underwriters listed on

Schedule I hereto

[REPRESENTATIVE]

By:

Name:

Title:

[REPRESENTATIVE]

By:

Name:

Title:

19

SCHEDULE I

Underwriters	Principal Amount of Notes to be Purchased
[Representative]	U.S.$
[Representative]
[Underwriter]
[Underwriter]
Total	U.S.$

20

SCHEDULE II

Schedule of Free Writing Prospectuses included in the Disclosure Package

1. Final Term Sheet filed pursuant to Rule 433

21

ANNEX A

Form of Opinion of Allen & Overy

22

ANNEX B

Form of Opinion of Mourant Ozannes

23

ANNEX C

Form of Opinion of Allen & Overy LLP

24

ANNEX D

Form of Opinion of A&L Goodbody

25

EX-5.1

EXHIBIT 5.1

WPP Finance 2010	Allen & Overy LLP
27 Farm Street	One Bishops Square
London	London E1 6AD United Kingdom
W1J 5RJ
	Tel	+44 (0)20 3088 0000
	Fax	+44 (0)20 3088 0088

Our ref                     0016432-0000590 ICM:15447759.3

September 4, 2012

WPP Finance 2010

Registration Statement on Form F-3

Ladies and Gentlemen,

We have acted as special United States and New York counsel to WPP Finance 2010, a private unlimited liability company organized under the laws of England and Wales (the Issuer), WPP plc, a public company limited by shares in Jersey (WPP), WPP Air 1 Limited, a company limited by shares in Ireland (WPP Air 1), WPP 2008 Limited, a private limited liability company organized under the laws of England and Wales (WPP 2008) and WPP 2005 Limited, a private limited liability company organized under the laws of England and Wales (WPP 2005, and together with WPP, WPP Air 1 and WPP 2008, the Guarantors) in connection with the registration under the Securities Act of 1933, as amended (the Securities Act), of (i) an indeterminate amount of debt securities of the Issuer (the Debt Securities) to be issued pursuant to a base indenture dated November 21, 2012 among the Issuer, the Guarantors, Wilmington Trust, National Association as trustee, Citibank, N.A. as security registrar and paying agent and Citibank, N.A., London Branch as paying agent (the Indenture) and (ii) the guarantees (the Guarantees) of each of the Guarantors of the Debt Securities. The Debt Securities and the Guarantees will be offered from time to time on a delayed or continuous basis pursuant to the provisions of Rule 415 under the Securities Act.

1. SCOPE OF REVIEW AND RELIANCE

For purposes of this opinion letter, we have reviewed such documents, and made such other investigation, as we have deemed appropriate including without limitation:

(a) the Registration Statement on Form F-3 relating to the Debt Securities and the Guarantees (the Registration Statement);

(b) the Indenture; and

(c) the forms of the Debt Securities and the Guarantees as set forth in the Indenture.

Allen & Overy LLP is a limited liability partnership registered in England and Wales with registered number OC306763. It is authorised and regulated by the Solicitors Regulation Authority of England and Wales. The term partner is used to refer to a member of Allen & Overy LLP or an employee or consultant with equivalent standing and qualifications. A list of the members of Allen & Overy LLP and of the non-members who are designated as partners is open to inspection at its registered office, One Bishops Square, London E1 6AD.

Allen & Overy LLP or an affiliated undertaking has an office in each of: Abu Dhabi, Amsterdam, Antwerp, Athens, Bangkok, Beijing, Belfast, Bratislava, Brussels, Bucharest (associated office), Budapest, Casablanca, Doha, Dubai, Düsseldorf, Frankfurt, Hamburg, Hanoi, Ho Chi Minh City, Hong Kong, Istanbul, Jakarta (associated office), London, Luxembourg, Madrid, Mannheim, Milan, Moscow, Munich, New York, Paris, Perth, Prague, Riyadh (associated office), Rome, São Paulo, Shanghai, Singapore, Sydney, Tokyo, Warsaw and Washington, D.C.

2. ASSUMPTIONS

We have made the following assumptions, which we have not independently verified or established and on which we express no opinion:

(a) We have assumed the legal capacity of all signatories, the genuineness of all signatures, the conformity to original documents and the completeness of all documents submitted to us as copies or received by us by facsimile or other electronic transmission, and the authenticity and completeness of the originals of those documents and of all documents submitted to us as originals.

(b) We have assumed that:

(i) each party to the Indenture is duly organized and validly existing, has the power and authority to execute, deliver and perform its obligations under the Indenture, has taken all action necessary to authorize the execution, delivery and performance of its obligations under the Indenture, and has (except in the case of the Issuer and the Guarantors, to the extent that New York law is applicable) duly executed and delivered the Indenture;

(ii) each of the Issuer and the Guarantors has the power and authority to issue the Debt Securities and the Guarantees, as applicable, and perform its obligations thereunder, has taken all action necessary to authorize the issuance and performance of the Debt Securities and the Guarantees and with respect to each such issuance of Debt Securities or Guarantees, such authorization will not have been modified or rescinded prior to the time such Debt Securities or Guarantees are issued;

(iii) the Indenture constitutes, and the Debt Securities and the Guarantees will constitute, the valid and binding obligations of the respective parties thereto (other than the Issuer and the Guarantors, as applicable), enforceable against those parties in accordance with their respective terms;

(iv) under the laws of England, Ireland and Jersey, the Indenture constitutes, and the Debt Securities and the Guarantees will constitute, the valid and binding obligations of the Issuer and the Guarantors, as applicable, enforceable against the Issuer and the Guarantors in accordance with their respective terms; and

(v) the execution, delivery and performance of the Indenture, the Debt Securities and the Guarantees by the respective parties thereto do not and will not contravene or conflict with any law, rule or regulation binding upon such party (other than, solely with respect to the Issuer and the Guarantors, the Applicable Laws, as defined below), the constitutive documents of any party, any agreement or instrument to which any such party is a party or by which its properties or assets are bound, or any judicial or administrative judgment, injunction, order or decree binding upon any such party or its properties.

(c) We have assumed that each issue of Debt Securities or Guarantees in respect of which particular restrictions, laws, guidelines, regulations or reporting requirements apply will only be issued in circumstances which comply with such restrictions, laws, guidelines, regulations or reporting requirements as apply from time to time.

(d) We have assumed that at the time of the issuance, sale and delivery of any Debt Securities or Guarantees there will not have occurred any change in law affecting the validity, legally binding character or enforceability of such Debt Securities or Guarantees.

(e) We have assumed that no law other than the Applicable Laws, as defined below, would affect any of the conclusions stated in this opinion letter.

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3. LIMITATIONS

We are members of the bar of the State of New York and we have not investigated and do not express any opinion as to the laws of any jurisdiction other than the Applicable Laws. For purposes of this opinion, Applicable Laws means those laws, rules and regulations of the State of New York and the federal laws of the United States of America, in each case in effect on the date of this opinion and to the extent they are normally applicable to transactions of the type provided for in the Registration Statement and Indenture and excluding any law, rule or regulation relating to the securities or “blue sky” laws of the State of New York.

4. OPINIONS

Based on the foregoing and subject to the qualifications below, we are of the opinion that:

(a) When the Registration Statement has become effective under the Securities Act and the Debt Securities have been duly executed by the Issuer, duly authenticated in accordance with the terms of the Indenture and issued and sold as contemplated in the Registration Statement, the Debt Securities will constitute valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms, and the Debt Securities will be entitled to the benefits of the Indenture.

(b) When the Registration Statement has become effective under the Securities Act and the Debt Securities have been duly executed by the Issuer, duly authenticated in accordance with the terms of the Indenture and issued and sold as contemplated in the Registration Statement, each of the Guarantees will constitute valid and binding obligations of the respective Guarantors, enforceable against such Guarantors in accordance with their terms, and the Guarantees will be entitled to the benefits of the Indenture.

5. QUALIFICATIONS

Our opinions are subject to bankruptcy, insolvency, reorganization, fraudulent conveyance, preference, equitable subordination, moratorium and other similar laws affecting the rights and remedies of creditors generally and to possible judicial action giving effect to governmental actions or foreign laws affecting creditors’ rights. Our opinions are also subject to the effect of general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law. We give no opinion as to the availability of equitable remedies.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the heading “Validity of Securities” in the prospectus that is a part of the Registration Statement. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the U.S. Securities and Exchange Commission thereunder.

Sincerely yours,

/s/ Allen & Overy LLP

3

EX-5.2

EXHIBIT 5.2

WPP Finance 2010 27 Farm Street London W1J 5RJ	Allen & Overy LLP One Bishops Square London E1 6AD United Kingdom Tel    +44 (0)20 3088 0000 Fax   +44 (0)20 3088 0088

Our ref: MCTH/CCMB/0016432-0000590 ICM:15457384.5

4 September 2012

WPP Finance 2010

Registration Statement on Form F-3

Ladies and Gentlemen,

We have acted as English counsel to WPP Finance 2010, a private unlimited liability company organized under the laws of England and Wales (the Issuer), WPP plc, a public company limited by shares in Jersey (WPP), WPP Air 1 Limited, a company limited by shares in Ireland (WPP Air 1), WPP 2008 Limited, a private limited liability company organized under the laws of England and Wales (WPP 2008) and WPP 2005 Limited, a private limited liability company organized under the laws of England and Wales (WPP 2005, and together with WPP, WPP Air 1 and WPP 2008, the Guarantors) in connection with the registration under the U.S. Securities Act of 1933, as amended (the Securities Act) of (i) an indeterminate amount of debt securities of the Issuer (the Notes, which term shall also include the Global Notes (as defined below) except where the context otherwise requires) to be issued pursuant to a base indenture dated 21 November 2011 among the Issuer, the Guarantors, Wilmington Trust, National Association as trustee and Citibank, N.A. as paying agent (the Indenture) and (ii) the guarantees (the Guarantees) of each of the Guarantors of the Notes. The Notes and the Guarantees will be offered from time to time on a delayed or continuous basis pursuant to the provisions of Rule 415 under the Securities Act.

1.    SCOPE OF REVIEW AND RELIANCE

For the purposes of this opinion letter, we have reviewed such documents, and made such other investigation, as we have deemed appropriate including without limitation:

(a) the Memorandum and Articles of Association of the Issuer, certified as being those now in force;

(b) the Memorandum and Articles of Association of each of WPP 2008 and WPP 2005, certified as being those now in force;

(c) a certified copy of the minutes of a meeting of the Board of Directors of the Issuer passed on 30 August 2012;

(d) a certified copy of the minutes of a meeting of the Board of Directors of WPP 2008 passed on 30 August 2012;

Allen & Overy LLP is a limited liability partnership registered in England and Wales with registered number OC306763. It is authorised and regulated by the Solicitors Regulation Authority of England and Wales. The term partner is used to refer to a member of Allen & Overy LLP or an employee or consultant with equivalent standing and qualifications. A list of the members of Allen & Overy LLP and of the non-members who are designated as partners is open to inspection at its registered office, One Bishops Square, London E1 6AD.

Allen & Overy LLP or an affiliated undertaking has an office in each of: Abu Dhabi, Amsterdam, Antwerp, Athens, Bangkok, Beijing, Belfast, Bratislava, Brussels, Bucharest (associated office), Budapest, Casablanca, Doha, Dubai, Düsseldorf, Frankfurt, Hamburg, Hanoi, Ho Chi Minh City, Hong Kong, Istanbul, Jakarta (associated office), London, Luxembourg, Madrid, Mannheim, Milan, Moscow, Munich, New York, Paris, Perth, Prague, Riyadh (associated office), Rome, São Paulo, Shanghai, Singapore, Sydney, Tokyo, Warsaw and Washington, D.C.

(e) a certified copy of the minutes of a meeting of the Board of Directors of WPP 2005 passed on 30 August 2012;

(f) a certificate from the company secretary of the Issuer as to, inter alia, the resolutions passed at meetings referred to in (c) above and to the effect that there will be no contravention of any borrowing limit to which the Issuer is subject as a result of the issue of the Notes by the Issuer;

(g) a certificate from the company secretary of WPP 2008 as to, inter alia, the resolutions passed at meetings referred to in (d) above and to the effect that there will be no contravention of any borrowing limit to which WPP 2008 is subject as a result of the issue of the Notes and the giving of the Guarantees in respect of the Notes by the Guarantors;

(h) a certificate from the company secretary of WPP 2005 as to, inter alia, the resolutions passed at meetings referred to in (e) above and to the effect that there will be no contravention of any borrowing limit to which WPP 2005 is subject as a result of the issue of the Notes and the giving of the Guarantees in respect of the Notes by the Guarantors;

(i) the Registration Statement on Form F-3 relating to the Notes and the Guarantees (the Registration Statement);

(j) the Indenture; and

(k) the forms of the Notes and the Guarantees as set out in the Indenture.

The Indenture, the Notes and the Guarantees are each referred to in this opinion as a Transaction Document and, together, the Transaction Documents.

2.    ASSUMPTIONS

We have assumed that, so far as the laws of every jurisdiction other than England and Wales are concerned, all restrictions, laws, guidelines, regulations or reporting requirements that apply to the Indenture and any issue of Notes and Guarantees thereunder have been complied with and that such laws do not qualify or affect our opinion as set out below.

We have also made the following assumptions, which we have not independently verified or established and on which we express no opinion:

(a) insofar as any obligation falls to be performed in any jurisdiction outside England, its performance will not be illegal or ineffective by virtue of the laws of that jurisdiction;

(b) all signatures on the executed documents which, or copies (whether photocopies, certified copies, facsimile copies or electronic copies) of which, we have examined are genuine and that such copies confirm to the original documents executed;

(c) each of the parties to the Transaction Documents, other than the Issuer, WPP 2008 and WPP 2005, is able lawfully to enter into such Transaction Document;

(d) the execution and delivery of the Transaction Documents have been or will be duly authorised by each of the parties thereto, other than the Issuer, WPP 2008 and WPP 2005, and that such documents have been or will be duly executed and delivered by such parties (other than the Issuer, WPP 2008 and WPP 2005);

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(e) each of the parties to the Transaction Documents who is carrying on, or purporting to carry on, any regulated activity in the United Kingdom is an authorised person permitted to carry on that relevant regulated activity or an exempt person in respect of that regulated activity under the Financial Services and Markets Act 2000 (the FSMA) and no such agreement was or will be entered into in consequence of a communication made in breach of section 21(1) of the FSMA;

(f) the Notes of each tranche will be duly prepared and completed in accordance with the provisions and arrangements contained or described in the Indenture and will be in the form of the Global Notes as provided for and set out in the Indenture;

(g) the Memorandum and Articles of Association of the Issuer, WPP 2008 and WPP 2005 which we have examined are those in force and the resolutions of the Board of Directors of the Issuer and the resolutions of the Boards of Directors of WPP 2008 and WPP 2005 which we have examined were passed at meetings duly convened and held, have not been amended, rescinded, modified or revoked and are in full force and effect and the certifications referred to in 1(a) to (h) above are true and accurate;

(h) neither the issue of Notes nor the giving of the Guarantees will cause any limit on borrowings to which any of the Issuer, WPP 2008 or WPP 2005 is subject to be exceeded;

(i) the absence of any other arrangements between any of the parties to the Transaction Documents which modify or supersede any of their terms;

(j) the Issuer is neither an authorised person nor an exempt person in relation to the regulated activity of accepting deposits under the FSMA;

(k) no request will be made to admit any Note to trading on a regulated market situated or operating in the United Kingdom;

(l) no steps have been, or will be, taken to have the Registration Statement treated as an approved prospectus under section 87H of the FSMA;

(m) having had regard to all matters they considered relevant (including those set out in section 172 of the Companies Act 2006), the Directors of each of WPP 2008 and WPP 2005 considered that the giving of the relevant Guarantees would promote the success of WPP 2008 or, as the case may be, WPP 2005 for the benefit of its members as a whole; and

(n) all documents presented to us as originals are true and accurate and all documents submitted to us as copies (including faxed copies) conform with the originals and that any documents in draft form which we have examined for the purposes hereof will not change when in final form in such a way as could affect our opinion herein.

3.    LIMITATIONS

Our opinion is confined solely to English law.

The Transaction Documents are expressed to be governed by the laws of the State of New York. We have made no investigation of such laws and do not express or imply any opinion on such laws. In addition, we have assumed that, so far as the laws of the State of New York and US securities laws are concerned, the Transaction Documents constitute or will, on issue in accordance with the Indenture, constitute legal, valid and binding obligations of the Issuer and the Guarantors and that such laws do not qualify or affect our opinion as set out below.

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4.    OPINIONS

On the basis of the foregoing, and having regard to such legal considerations as we deem relevant and subject as set out below, we are of the opinion that:

1. The issue of Notes has been duly authorised by the Issuer and, so far as English law is concerned, when (a) the Registration Statement has become effective under the Securities Act and (b) the Notes of each Tranche have been duly executed by the Issuer and authenticated in accordance with the terms of the Indenture and delivered in the manner provided in the Indenture, there is no reason why the obligations assumed by the Issuer under the Notes of each Tranche should not constitute legal, valid, binding and enforceable obligations of the Issuer.

2. The giving of the Guarantees has been duly authorised by WPP 2008 and WPP 2005 and, so far as English law is concerned, when (a) the Registration Statement has become effective under the Securities Act, (b) the Notes of each Tranche have been duly executed by the Issuer and authenticated in accordance with the terms of the Indenture and (c) the Guarantees have been duly executed in accordance with the terms of the Indenture, there is no reason why the obligations assumed by WPP 2008 and WPP 2005 under the Guarantees should not constitute legal, valid, binding and enforceable obligations of WPP 2008 and WPP 2005, respectively.

5.    QUALIFICATIONS

Nothing in this opinion shall be taken as implying that an English court would exercise jurisdiction in any proceedings relating to the Transaction Documents or accordingly that any remedy would be available in England for the enforcement of obligations arising under the Transaction Documents.

This opinion is subject to the following:

(a) There could be circumstances in which an English court would not treat as conclusive those certificates and determinations which the Transaction Documents state are to be so treated.

(b) Any provision in the Transaction Documents which involves an indemnity for the costs of litigation is subject to the discretion of the court to decide whether and to what extent a party to litigation should be awarded the costs incurred by it in connection with the litigation.

(c) Any provision in any agreement or deed which amounts to an undertaking to assume the liability on account of the absence of payment of stamp duty or an indemnity to pay stamp duty may be void.

(d) As used in this opinion, the term enforceable means that each obligation or document is of a type and form enforced by the English courts. It is not certain, however, that each obligation or document will be enforced in accordance with its terms in every circumstance, enforcement being subject to, inter alia, the nature of the remedies available in the English courts, the acceptance by such courts of jurisdiction, the power of such courts to stay proceedings, the fact that claims may be time-barred or subject to defences of set-off or counterclaim, and other principles of law and equity of general application.

(e) The opinions set out above are subject to (i) all applicable limitations arising from bankruptcy, insolvency, liquidation, administration, reorganisation, moratorium, reconstruction or similar laws and (ii) all applicable general principles of law affecting the rights of contractual parties and/or creditors generally.

(f) If the performance by the Issuer, WPP 2005 or WPP 2008 of an obligation under any agreement or deed or the Notes or the Guarantees is contrary to the exchange control regulations of a member of the International Monetary Fund, that obligation may be unenforceable in England by virtue of Article VIII(2)(b) of the International Monetary Fund Agreement (as incorporated into law by the International Monetary Fund Act 1979 and the Bretton Woods Agreements Order in Council SI 1946/36).

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(g) The Registration Statement has been prepared by the Issuer and the Guarantors, which have accepted responsibility for the information contained therein. We have not investigated or verified the truth or accuracy of the information contained in the Registration Statement, nor have we been responsible for ensuring that no material information has been omitted from it.

(h) The effectiveness of terms exculpating a party from a liability or duty otherwise owed is limited by law.

(i) There is doubt as to the enforceability in England and Wales of US judgments in respect of civil judgments predicated purely on US securities law.

(j) No account has been taken in this opinion of the future exercise of powers by the UK Government pursuant to section 5(4) of the Protection of Trading Interests Act 1980.

(k) Insofar as any obligation under the Transaction Documents is to be performed in any jurisdiction other than England and Wales, an English court may have to have regard to the law of that jurisdiction in relation to the manner of performance and the steps to be taken in the event of defective performance.

(l) We express no opinion as to whether specific performance, injunctive relief or any other form of equitable remedy would be available in respect of any obligation of the Issuer or the Guarantors under or in respect of the Transaction Documents.

(m) Any trust established pursuant to the Indenture may be set aside by an English court if at the time of the relevant deposit the Issuer or either WPP 2008 or WPP 2005 is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or becomes unable to pay its debts within the meaning of that section as a consequence of the relevant deposit.

This opinion, which shall be construed in accordance with English law, is given to the Issuer in connection with the registration under the Securities Act of the Notes. This opinion is not addressed to the holders of Notes or Guarantees and may not be passed on to, or relied upon by, any holder or any other person for any purpose. You may not give copies of this opinion to others without our prior written permission.

We consent to the filing of this opinion as Exhibit 5.2 to the Registration Statement and to the reference to us under the heading ‘Validity of Securities’ in the prospectus that is a part of the Registration Statement. In giving such consent, we do not admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the U.S. Securities and Exchange Commission thereunder.

This opinion is given on the basis of English law in force and applied by English courts at the date of this opinion and on the basis that there has been no amendment to, or termination or replacement of, any of the documents examined by us and no change in any of the facts assumed by us for the purposes of giving this opinion. It is also given on the basis that we have no obligation to notify any addressee of this opinion of any change in English law or its application after the date of this opinion.

Yours faithfully,

/s/ Allen & Overy LLP

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EX-5.3

EXHIBIT 5.3

22 Grenville Street

St Helier

Jersey JE4 8PX

Channel Islands

T +44 1534 676 000

F +44 1534 676 333

mourantozannes.com

WPP Finance 2010 27 Farm Street London W1J 5RJ	WPP plc 6 Ely Place Dublin 2 Ireland
WPP Air 1 Limited 6 Ely Place Dublin 2 Ireland	WPP 2005 Limited 27 Farm Street London W1J 5RJ
WPP 2008 Limited 27 Farm Street London W1J 5RJ

4 September 2012

Our ref:  2043443/55664201/3

Dear Sirs

WPP plc (the Parent Guarantor) - guarantee of debt securities to be issued by WPP Finance 2010 (the Issuer)

We act as the Jersey legal counsel to the Parent Guarantor.

We understand that pursuant to the Base Indenture (as defined below), the Issuer may, from time to time, issue debt securities (Securities) registered under the US Securities Act of 1933, as amended (the Securities Act), in one or more series (each, a Series) by executing a supplemental indenture (each, a Supplemental Indenture) which constitutes, and sets out the specific terms of, the Securities of the relevant Series.

We also understand that the Securities of each Series will be:

(a) guaranteed by the Parent Guarantor, WPP 2005 Limited, WPP 2008 Limited and WPP Air 1 Limited (together, the Guarantors), pursuant to a guarantee (the Guarantee) for the Securities of that Series contained in Section 1301 of the Base Indenture;

(b) registered under the Securities Act and will be offered to US investors pursuant to the Base Prospectus (as defined below) and a supplemental prospectus (each, a Supplemental Prospectus) for the Securities of that Series; and

(c) represented by a global security in registered form (each, a Global Security) for the Securities of that Series to be issued by the Issuer in the form set out in Article Two of the Base Indenture.

We have been asked by the Parent Guarantor to give this opinion in connection with the registration of Securities under the Securities Act.

1. Documents examined

1.1 In this regard we have examined copies of the following documents:

(a) an indenture (the Base Indenture) dated 21 November 2011 between the Guarantors, the Issuer, Wilmington Trust, National Association (as trustee) and Citibank, N.A. (as security registrar and principal paying agent) and Citibank N.A., London Branch (as paying agent);

Mourant Ozannes is a Jersey partnership

Partners: D J Birtwistle, M Chambers, G R P Corbin, E C Devenport, S J V Felton, S M Gould, J Harvey-Hills, R A Hickling, J E Hill, B H Lacey, W Lambert, B J Lincoln, J H Rainer, J A Richomme, G A Rigby, J D Rigby, B C Robins, J F Ruane, H E Ruelle, J P Speck, A J R Syvret, M Temple, J C Walker.

Consultants: A R Binnington, T J Herbert, I C James.

(b) a registration statement on Form F-3 (the Registration Statement) relating to the Securities, which includes a base prospectus dated 4 September 2012 (the Base Prospectus);

(c) the following extracts of the minutes of the following meetings of the board of directors of the Parent Guarantor:

(i) a meeting of the board of directors held on 11 and 12 April 2011 at which the directors resolved (among other things) to establish a finance committee (the Finance Committee) of the board of directors with power to (among other things) approve the Parent Guarantor’s entry into the Base Indenture);

(ii) a meeting of the board of directors of the Parent Guarantor held on 13 June 2012 at which the directors resolved (among other things) to establish a committee (the 2012 Committee) of the board of directors with power to (among other things) approve the Parent Guarantor’s entry into certain transactions pursuant to which the Issuer intends to issue Securities;

(d) resolutions of the board of directors of the Parent Guarantor passed in writing on 3 September 2012;

(e) resolutions of the Finance Committee passed in writing on 18 September 2011 (the Finance Committee Resolutions) pursuant to which the Finance Committee resolved (among other things) that the Parent Guarantor should enter into the Base Indenture;

(f) resolutions of the 2012 Committee passed in writing on 3 September 2012 pursuant to which the Finance Committee resolved (among other things) that the Parent Guarantor should enter into certain transactions pursuant to which the Issuer intends to issue Securities; and

(g) the Parent Guarantor’s memorandum and articles of association.

1.2 We have not examined for these purposes any other agreements or other documents (the Other Documents) to be entered into by the Parent Guarantor (including, without limitation, any Supplemental Indenture or any documents incorporated by reference in or otherwise referred to in the Base Indenture or the Registration Statement) and we offer no opinion on any such Other Document.

2. Assumptions

For the purposes of giving this opinion we have assumed:

2.1 that the signatures on all documents executed by the Parent Guarantor are the signatures of the person authorised to execute the documents by the Parent Guarantor and the genuineness of all other signatures and the authenticity of all documents and certificates submitted to us as originals or copies (including by facsimile or email) and that where incomplete documents or signature pages only have been supplied to us for the purposes of issuing this opinion, that the original

has been duly completed and corresponds in all material respects with the last version of the documents received by us prior to giving this opinion;

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2.2 the completeness and conformity to original documents of all copies submitted to us;

2.3 the accuracy and completeness in every respect of all certificates of officers or authorised signatories of the Parent Guarantor given to us for the purposes of giving this opinion, and that where such certificates are dated prior to the date of this opinion, such certificates are accurate on the date of this opinion;

2.4 that there are no documents or arrangements in existence between the parties to the transactions which materially affect, amend or vary the terms of such transactions as disclosed by the Base Indenture and the Registration Statement;

2.5 that the Base Indenture is, and each Supplemental Indenture will be, valid, binding and enforceable in accordance with its terms as a matter of every applicable law other than Jersey law;

2.6 that the opinion expressed below will be affected by the laws (including public policy) of any jurisdiction outside Jersey and in particular but without limiting the generality of the foregoing:

(a) that there are no provisions of the laws of any jurisdiction outside Jersey which would be contravened by the execution, delivery or performance of the Base Indenture or any Supplemental Indenture; and

(b) that there has been, and there will be, due compliance with all matters of every applicable law (other than Jersey law);

2.7 that each of the parties (other than the Parent Guarantor as a matter of Jersey law):

(a) has capacity and power;

(b) has fulfilled all internal authorisation procedures and (other than as a matter of Jersey law) applicable formalities; and

(c) has obtained all necessary agreements, consents, licences or qualifications (whether as a matter of any law or regulation applicable to it or as a matter of any contract binding upon it),

to execute, deliver and perform its obligations under the Base Indenture and each Supplemental Indenture and that the Base Indenture is, and each Supplemental Indenture will be, binding upon each such party;

2.8 that the Base Indenture has been entered into, and each Supplemental Indenture will be entered into, and each of the transactions referred to therein will be carried out by each of the parties thereto or referred to therein in good faith, for the purpose of carrying on their respective businesses, for the benefit of each of them respectively, for commercial purposes, and on arm’s length commercial terms;

2.9 that the Parent Guarantor is not insolvent or unable to pay its debts as they fall due and will not become insolvent or unable to pay its debts as they fall due as a result of its entry into the transactions pursuant to the Base Indenture or any Supplemental Indenture;

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2.10 that the Parent Guarantor, in entering into the Base Indenture was, and in entering into each Supplemental Indenture will be, acting as a principal on its own behalf and not on behalf of any other person or in any other capacity;

2.11 that, for each Series of Securities, prior to the issue of that Series of Securities:

(a) the Issuer and the Guarantors will prepare and file with the US Securities and Exchange Commission a Supplemental Prospectus; and

(b) the Issuer, the Guarantors and the Trustee will execute and deliver a Supplemental Indenture governed by New York law,

which set outs the terms and conditions for the Securities of that Series;

2.12 that, in relation to each Series of Securities, the board of directors of the Company (or a duly established committee thereof) will duly approve and authorise, in accordance with the Parent Guarantor’s articles of association, the Parent Guarantor’s entry into, and execution of, the Supplemental Indenture for that Series of Securities;

2.13 that, for each Series of Securities, the Global Security for that Series of Securities will:

(a) be fully and properly completed to reflect the terms and conditions of the Securities of that Series; and

(b) be duly executed by the Issuer and duly dated, authenticated, issued and delivered in accordance with the Base Indenture,

and all necessary entries will be made in the Securities Register (as defined in the Base Indenture) in respect of the issue of the Global Security;

2.14 that, for each Series of Securities, all necessary acts or formalities required under the Base Indenture to ensure that the Guarantee will be valid and effective in relation to that Series of Securities will be taken or observed;

2.15 that the Parent Guarantor’s entry into, and the performance of its obligations (including its obligations under the Guarantee) under, the Base Indenture and each Supplemental Indenture will not cause the Parent Guarantor to breach the limitation on borrowing contained in Article 83 (Power to borrow money) of its articles of association;

2.16 that, in relation to each Series of Securities, none of the terms of the Supplemental Indenture for that Series of Securities would affect this opinion in any way;

2.17 that no money or other property of the Parent Guarantor over which the Trustee has, or purports to have, a lien under Section 607 of the Base Indenture is, or will be, situated in Jersey;

2.18 that notice of the Finance Committee Resolutions was duly given to each person named in paragraph 6(a) of the extract referred to in paragraph 1.1(c)(ii) above and that the Finance Committee Resolutions were duly signed or approved in accordance with the Parent Guarantor’s articles of association and are in full force and effect at the date hereof and have not been revoked, superseded or amended; and

2.19 that no event occurs after the date of this opinion that would affect this opinion.

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3. Limitation

For the purposes of issuing this opinion, we have only examined the documents listed in paragraph 1 above and have not conducted any searches or enquiries.

4. Opinion Certificate

This opinion is given in reliance upon the certificate of an authorised signatory of the Parent Guarantor, a copy of which is attached hereto.

5. Opinion

Subject as provided above and to the observations and qualifications hereinafter appearing and to matters not disclosed to us, we are of the opinion that the obligations to be assumed by the Parent Guarantor under the Guarantee constitute valid, legal, binding and enforceable obligations of the Parent Guarantor.

6. Qualifications and observations

Our opinion is subject to the following qualifications and observations.

6.1 Notwithstanding that the obligations in the Base Indenture are of a type which the Jersey courts would generally enforce, they may not necessarily be capable of enforcement in all circumstances in accordance with their terms. In particular, but without limitation:

(a) enforcement may be limited by bankruptcy, insolvency, re-organisation or liquidation or other laws of general application relating to, or affecting the rights of, creditors generally;

(b) enforcement may be limited by general principles of equity, for example equitable remedies may not be available where liquidated damages are considered to be an adequate remedy;

(c) claims may become barred by prescription or may be or become subject to rights of set-off or defences of counter-claim;

(d) where obligations are to be performed in a jurisdiction outside Jersey, they may not be enforceable in Jersey to the extent that performance would be illegal under the laws of the other jurisdiction;

(e) if the performance of payment obligations is contrary to the exchange control regulations of any country in whose currency any amounts are payable, such obligations may not be enforceable in Jersey;

(f) the enforcement of the obligations of the parties to the Base Indenture may be limited by the provisions of Jersey law applicable to obligations held to have been frustrated by events happening after their execution;

(g) enforcement may be limited to the extent that matters which it has been expressly assumed herein will be done have not been done;

(h) enforcement of obligations may be invalidated by reason of fraud, duress, misrepresentation, or undue influence; and

(i) matters of procedure upon enforcement of the Base Indenture will be governed by and determined in accordance with the lex fori.

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6.2 Without prejudice to the statements expressly set out in this opinion, we offer no opinion in relation to any representation or warranty made or to be made by the Parent Guarantor in the Base Indenture.

6.3 We have made no enquiry or assessment as to whether the Parent Guarantor will be in a position to fulfil its obligations under the Base Indenture.

6.4 We offer no opinion as to whether the acceptance, execution or performance of the Parent Guarantor’s obligations under the Base Indenture will result in the breach of or infringe any other agreement, deed or arrangement entered into by or binding on the Parent Guarantor other than the Parent Guarantor’s articles of association.

6.5 Any provision of the Base Indenture providing for the payment of additional monies consequent on the breach of any provision thereof by any person expressed to be a party thereto or entitled to the benefit thereof, whether expressed by way of penalty, additional interest, liquidated damages or otherwise, may be unenforceable or liable to be reduced if such additional payment were held to be excessive in so far as it unreasonably exceeds the maximum damages which the claimant could have suffered as a result of such breach.

6.6 Provisions as to severability contained in the Base Indenture may not be binding and the question of whether or not provisions may be severed would be determined by the Jersey courts at their discretion.

6.7 A determination, designation, calculation or certificate of any party to, or entitled to the benefit of, the Base Indenture, as to any matter provided for in the Base Indenture might, in certain circumstances, be held by the Jersey courts not to be final, conclusive or binding (for example, if it could be shown to have an unreasonable or arbitrary basis or not to have been reached in good faith) notwithstanding the provisions of the Base Indenture.

6.8 Where a party to, or entitled to the benefit of, the Base Indenture is vested with a discretion or may determine a matter in its opinion, the Jersey courts if called upon to consider the question may require that such discretion is exercised reasonably or that such opinion is based upon reasonable grounds.

6.9 On application of a liquidator (in the course of the insolvent winding-up of a Jersey company) or of the Viscount (in the course of a désastre):

(a) if a person has:

(i) entered into a transaction with a person at an undervalue during the period of 5 years immediately preceding the commencement of the winding-up or the making of the declaration that the property of the person is en désastre; or

(ii) given a preference to a person, during the period of 12 months immediately preceding the commencement of the winding-up or the making of the declaration that the property of the person is en désastre; and

(b) if at the time of such transaction or preference:

(i) the person was unable to pay its debts as they fell due or became unable to pay its debts as they fell due as a result of the transaction or preference; or

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(ii) (in certain cases where the person entered into the transaction with or gave the preference to another who was connected or associated with the person) it is not proved that the person was able to pay its debts as they fell due and did not become unable to pay its debts as they fell due as a result of the transaction or preference,

the Jersey courts may make such an order as the court thinks fit for restoring the position to what it would have been if the preference had not been given or if the person had not entered into the transaction.

6.10 On application of a liquidator (in the course of the insolvent winding-up of a Jersey company) or of the Viscount (in the course of a désastre), the Jersey courts may set aside, vary or make other orders in relation to an extortionate credit transaction entered into by a person in the period of three years ending with the commencement of the winding-up (if the person is a Jersey company) or the declaration that the property of the person is en désastre. For these purposes an extortionate credit transaction is a transaction in which, having regard to the risk accepted by the person providing the credit, the terms of it are such as to require grossly exorbitant payments to be made in respect of the provision of the credit or which otherwise grossly contravenes ordinary principles of fair dealing.

6.11 The liquidator (in the course of the insolvent winding-up of a Jersey company) or the Viscount (in the course of a désastre) may, within six months of the commencement of the winding-up or the making of the declaration that the property of a person is en désastre, disclaim any onerous property of such Jersey company or such person. For these purposes, onerous property is (a) any unprofitable contract; and (b) any of the following which is unsaleable or not readily saleable or is such that it may give rise to a liability to pay money or perform any other onerous act: (i) any movable property (ii) any contract lease and (iii) any other immovable property if it is situated outside Jersey. The counterparty to, or person entitled to the benefit of, any such disclaimed contract or any person sustaining loss or damage in consequence of the operation of a disclaimer would have the right to prove in the winding-up or désastre for the amount of its losses incurred as a result thereof.

6.12 An act of the directors of a company might be set aside by the Jersey courts in an action brought by, for example, a creditor, shareholder or liquidator, if it were shown that the directors had exercised their powers for improper purposes (with the actual or constructive notice of the other party).

6.13 A director of a Jersey company who has, directly or indirectly, an interest in a transaction entered into or to be entered into by the company or by a subsidiary of the company which to a material extent conflicts or may conflict with the interests of the company and of which he is aware is required to disclose to the company the nature and extent of his interest. Such disclosure is required to be made at the first meeting of the directors at which the transaction is considered after the director concerned becomes aware of the circumstances giving rise to his duty to make it or, if for any reason he fails to do so, as soon as practical after that meeting, by notice in writing delivered to the company secretary. Where a director fails to disclose an interest, the company, or a member of the company, may apply to the court for an order setting aside the transaction concerned and directing that the director account to the company for any profit or gain realised and the court may so order or make such other order as it thinks fit.

6.14 The Jersey courts will not apply New York law if:

(a) it is not pleaded and proved;

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(b) the selection of New York law was not bona fide and legal; or

(c) to do so would be contrary to public policy.

6.15 The Jersey courts may refuse to give effect to any provisions in an agreement:

(a) for the payment of the costs of enforcement (actual or contemplated) or of unsuccessful litigation brought before the Jersey courts or where the court has itself made an order for costs;

(b) which would involve the enforcement of foreign revenue or penal or other public laws;

(c) which would be contrary to public policy; or

(d) which purport to exclude the jurisdiction of the Jersey courts.

6.16 Although there is a presumption that the Jersey court will, on application, stay proceedings brought in Jersey in breach of a provision in an agreement that all disputes arising under such agreement be exclusively brought before the court in another jurisdiction, this may be rebutted if the party opposing the stay were able to show good reason why a stay should not be granted.

6.17 Where a foreign court (being a court of any country or territory outside the United Kingdom other than one for whose international relations the United Kingdom is responsible) has given a judgment for multiple damages against a qualifying defendant the amount which may be payable by such defendant may be limited by virtue of the Protection of Trading Interests Act 1980 (as extended to Jersey by the Protection of Trading Interests Act 1980 (Jersey) Order 1983) which provides that such qualifying defendant may be able to recover such amount paid by it as represents the excess in such multiple damages over the sum assessed as compensation by the court that gave the judgment.

6.18 Although there has been no decision in the Jersey courts regarding the enforceability of provisions that purport to fetter any statutory power of a Jersey company, such provisions may not be enforceable.

6.19 A guarantor which is a Jersey person or whose guarantee is sued upon before the Jersey courts or if the guarantee is governed by Jersey law may be entitled to claim droit de discussion that is, that the assets of the principal obligor whose obligations are guaranteed must be exhausted before any claim against the guarantor under the guarantee may proceed, unless the droit de discussion has been waived.

6.20 A co-guarantor or co-indemnitor which is a Jersey person or whose guarantee or indemnity to a third party is sued upon before the Jersey courts or whose guarantee or indemnity is governed by Jersey law, may claim (unless waived) droit de division so as to require the division of the guarantor’s or indemnitor’s liabilities in just proportions between each of the co-guarantors or co-indemnitors and regardless of whether each of such co-guarantors or co-indemnitors is able to satisfy the proportion of the debt attributed to such co-guarantor or co-indemnitor.

6.21 Under the rules of procedure applicable, the Jersey courts may order a plaintiff in an action to provide security for costs and will normally exercise this power in respect of a party who is not ordinarily resident in Jersey and/or who does not have assets within the jurisdiction.

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6.22 We express no view on any provision in the Base Indenture requiring written amendments and waivers of any of the provisions of the Base Indenture in so far as it suggests that oral or other modifications, amendments or waivers could not be effectively agreed upon or granted by or between the parties or implied by the course of conduct of the parties.

6.23 The effectiveness of terms releasing or exculpating any party from, or limiting or excluding, a liability or duty otherwise owed may be limited by law.

6.24 Where any party to the Base Indenture is party to the Base Indenture in more than one capacity, that party may not be able to enforce obligations owed by it to itself.

7. Jersey law

This opinion is limited to matters of and is interpreted in accordance with Jersey law as at the date hereof and we express no opinion with respect to the laws of any other jurisdiction.

8. Benefit of opinion

This opinion is only addressed to, and for the benefit of, the Issuer and each Guarantor. It is given solely in connection with the registration of Securities under the Securities Act. This opinion may not, without our prior written consent, be transmitted or disclosed to, or used or relied upon by, any other person (including, without limitation, any holder of, or holder of beneficial interests in, any Securities) or be relied upon for any other purpose whatsoever.

We consent to the filing of a copy of this opinion as Exhibit 5.3 to the Registration Statement and to reference to us being made in the paragraph of the Base Prospectus headed Validity of Securities. In giving this consent, we do not admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations promulgated by the US Securities and Exchange Commission under the Securities Act.

Yours faithfully

/s/ Mourant Ozannes

Mourant Ozannes

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2043443/55662119/4

WPP plc

22 Grenville Street

St Helier

Jersey JE4 8PX

Opinion Certificate

Mourant Ozannes

22 Grenville Street

St Helier

Jersey JE4 8PX

4 September 2012

Your ref:             2043443/55662119/4

Dear Sirs

WPP plc (the Parent Guarantor) – guarantee of debt securities to be issued by WPP Finance 2010

You have been asked to deliver an opinion in respect of the Parent Guarantor in connection with the registration of Securities under the Securities Act.

Definitions in your opinion apply in this certificate unless the context requires otherwise.

We understand that your opinion will be given in reliance on the matters certified below and accordingly I, Paul Delaney, an authorised signatory of the Parent Guarantor, hereby certify for and on behalf of the Parent Guarantor (and without any personal liability) as follows:

1. You have been supplied with a true and complete copy of:

(a) the Base Indenture;

(b) the Registration Statement;

(c) the following extracts (each, a Board Extract) of the minutes of meetings of the board of directors of the Parent Guarantor (each, a Directors’ Meeting):

(i) a meeting of the board of directors held on 11 and 12 April 2011 at which the directors resolved (among other things) to establish a finance committee (the Finance Committee) of the board of directors with power to (among other things) approve the Parent Guarantor’s entry into the Base Indenture);

(ii) a meeting of the board of directors of the Parent Guarantor held on 13 June 2012 at which the directors resolved (among other things) to establish a committee (the 2012 Committee) of the board of directors with power to (among other things) approve the Parent Guarantor’s entry into certain transactions pursuant to which the Issuer intends to issue Securities;

(d) resolutions of the board of directors of the Parent Guarantor passed in writing on 3 September 2012;

(e) resolutions of the Finance Committee passed in writing on 18 September 2011 (the Finance Committee Resolutions) pursuant to which the Finance Committee resolved (among other things) that the Parent Guarantor should enter into the Base Indenture;

(f) resolutions of the 2012 Committee passed in writing on 3 September 2012 (the 2012 Committee Resolutions) pursuant to which the 2012 Committee resolved

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2043443/55662119/4

(among other things) that the Parent Guarantor should enter into certain transactions pursuant to which the Issuer intends to issue Securities; and

(g) the Parent Guarantor’s memorandum and articles of association.

2. The memorandum and articles of association of the Parent Guarantor supplied to you are in full force and effect at the date hereof and have embodied in them or attached to them copies of all resolutions or agreements or acts of court to which the provisions of Articles 100 or 125 of the Companies (Jersey) Law 1991 apply.

3. Each Directors’ Meeting was held outside of the United Kingdom and no director present at that Directors’ Meeting participated in that Directors’ Meeting from within the United Kingdom. The Directors’ Meeting was duly convened and quorate throughout.

4. Each Extract provides an accurate record of the matters discussed, and decisions taken, at the relevant Directors’ Meeting. The resolutions set out in each Extract are in full force and effect at the date hereof and have not been revoked, superseded or amended.

5. The directors of the Parent Guarantor are: Philip Lader, Sir Martin Sorrell, Paul Richardson, Mark Read, Colin Day, Esther Dyson, Orit Gadiesh, Ruigang Li, Stanley Morten, Koichiro Naganuma, John Quelch, Jeffrey Rosen, Timothy Shriver, Paul Spencer and Sol Trujillo.

6. The secretary of the Parent Guarantor is Marie Capes. The assistant secretaries of the Parent Guarantor are David Haugh and State Street Secretaries (Jersey) Limited.

7. No meetings of the shareholders of the Parent Guarantor have been called, nor have any resolutions been passed or been deemed to have been passed by the shareholders of the Parent Guarantor, in order to wind up the Parent Guarantor and no application has been made to the court by the directors or by the Parent Guarantor that the Parent Guarantor be wound up.

8. The Parent Guarantor is not carrying on unauthorised financial service business, as defined in the Financial Services (Jersey) Law 1998.

9. The Parent Guarantor has no consents, licences, approvals or authorisations of any governmental or other authority or agency in Jersey which, or the conditions attaching to which, could affect, conflict with or be breached by the transactions as recorded in each Extract.

10. All documents required to be filed by the Parent Guarantor at the office of the registrar of companies in Jersey have been filed and appear on the file maintained in respect of the Parent Guarantor.

11. No resolution has been passed by the board of directors or the shareholders of the Parent Guarantor to:

(a) limit the powers of the board of directors of the Parent Guarantor or the Finance Committee to authorise the Parent Guarantor to enter into, and perform its obligations (including its obligations under each Guarantee) under the Base Indenture or to guarantee the Securities;

(b) limit the powers of the board of directors of the Parent Guarantor or the 2012 Committee to authorise the Parent Guarantor to enter into, and perform its obligations (including its obligations under each Guarantee) under the any Supplemental Indenture or to guarantee the Securities.

12. The Parent Guarantor has not breached the limitation on borrowing contained in Article 83 (Power to borrow money) of its articles of association.

13. If your opinion is issued after the date of this certificate, you may continue to rely on the accuracy of this certificate unless I notify you in writing to the contrary.

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2043443/55662119/4

14. I am duly authorised by the Parent Guarantor to give this certificate.

Yours faithfully

/s/ Paul Delaney

Paul Delaney

Authorised Signatory

For and on behalf of

WPP plc

Page 12

EX-5.4

Exhibit 5.4

A&L Goodbody    Solicitors    International Financial Services Centre    North Wall Quay    Dublin 1

Tel: +353 1 649 2000    Fax: +353 1 649 2649    email: info@algoodbody.ie    website: www.algoodbody.ie    dx: 29 Dublin

our ref  | PW/SOC/02-600173                                                          your ref |                                                      date 04 September 2012

DRAFT OPINION

SUBJECT TO INTERNAL COMMENT AND REVIEW

WPP Air 1 Limited

6 Ely Place

Dublin 2

Ireland

(the Company)

Dear Sirs,

We have acted on behalf of the Company in connection with the issue by WPP Finance 2010 (the Issuer) of an indeterminate amount of debt securities from time to time at indeterminate prices (the Notes) and the registration of the Notes under the Securities Act of 1933, as amended (the Securities Act). The Notes will be guaranteed by the Company, amongst others, pursuant to guarantees (the Guarantees, together with the Notes, the Securities) (the Transaction).

1. We have examined facsimile copies of:

1.1. an indenture dated November 21, 2011 made between, amongst others, the Issuer, the Company, WPP plc, WPP 2005 Limited and WPP 2008 Limited (the Other Guarantors) and Wilmington Trust, National Association (the Indenture);

1.2. a corporate certificate (the Certificate) of the Company dated 4 September 2012 attaching:

1.2.1. copies of the certificate of incorporation and memorandum and articles of association of the Company;

1.2.2. copies of the minutes of meetings of the board of directors of the Company held on 31 August 2012; and

1.2.3. copies of powers of attorney of the Company dated 31 August 2012

(together, the Corporate Documents);

1.3. a registration statement in respect of the Securities (the Registration Statement) containing a prospectus in respect of the Securities (the Prospectus);

and such other documents as we have considered necessary or desirable to examine in order that we may give this opinion

(the Indenture and the Registration Statement containing the Prospectus are together the Agreements).

Terms defined in the Agreements have the same meaning in this opinion letter.

2. For the purpose of giving this opinion we have assumed:

Dublin        Belfast        London        Boston         New York

S.C. Hamilton	J.H. Hickson	J.G. Grennan	S.M. Doggett	S. O’Riordan	K.P. Allen	N. O’Sullivan	S.O’Croinin	M.F. Barr	A. Roberts	D. Main
R.B. Buckley	M.F. O’Gorman	I.B. Moore	B.McDermott	M.P.McKenna	E.A. Roberts	M.J. Ward	D.R. Baxter	A.J.Quinn	C. Widger	J. Cahir
M.T. Beresford	C.E. Gill	J.Coman	C. Duffy	K.A. Feeney	D. Glynn	A.C. Burke	A.McCarthy	M.L. Stack	M. Dale
P.M. Law	J.A. O’Farrell	P.D. White	D. Solan	M.Sherlock	C. Rogers	J. Given	J.F. Whelan	B.Walsh	N. Coyne
S.W. Haughey	E.M. Fitzgerald	V.J. Power	E.M. Brady	E.P. Conlon	G. O’Toole	D. Widger	D.R. Conlon	A.M.Curran	C. McCourt
P.J. Carroll	B.M. Cotter	L.A. Kennedy	P.V. Maher	E. MacNeill	J.N. Kelly	C. Christle	J.B. Somerville	P.D. Walker	R.M. Moore

Consultants:    J.R. Osborne    T.V. O’Connor    Professor J.C.W. Wylie    A.F. Browne    P.J.F. Taylor    M.A. Greene    C.M. Preston    A.V. Fanagan

2.1. the authenticity of all documents submitted to us as originals and the completeness and conformity to the originals of all copies of documents of any kind furnished to us;

2.2. that the copies produced to us of minutes of meetings and/or resolutions are true copies and correctly record the proceedings of such meetings and/or the subject-matter which they purport to record and that any meetings referred to in such copies were duly convened and held and that all resolutions set out in such minutes were duly passed and are in full force and effect;

2.3. the genuineness of the signatures and seals on all original and copy documents which we have examined;

2.4. that the memorandum and articles of association of the Company are correct and up to date;

2.5. the accuracy and completeness as to factual matters of the representations and warranties of the parties contained in the Agreements and the Certificate and the accuracy of all certificates provided to us by the Company;

2.6. that there are no agreements or arrangements in existence which in any way amend or vary the terms of the Transaction as disclosed by the Agreements;

2.7. without having made any investigation, that the terms of the Agreements are lawful and fully enforceable under the laws of the State of New York and any other applicable laws other than the laws of Ireland;

2.8. the accuracy and completeness of all information appearing on public records;

2.9. that the Company has entered into the Transaction in good faith, for its legitimate business purposes, for good consideration, and that it derives commercial benefit from the Transaction commensurate with the risks undertaken by it in the Transaction;

2.10. that the funds provided by the holders of Securities under the Agreements were not directly or indirectly used to finance a purchase, or subscription made or to be made, by any person for any shares in the Company, or where the Company is a subsidiary, in its holding company;

2.11. that the Company is a wholly owned subsidiary of WPP plc;

2.12. that the Company’s principal purpose is not the issuance of guarantees, indemnities or other contracts of suretyship and it will not receive a fee for providing the Guarantees;

2.13. all parties to the Agreements (other than the Company) have the capacity, power and authority to enter into the Agreements and to perform the terms of the Agreements and the obligations under each Agreement of each such party to it are legally valid and binding on that party;

2.14. that the Indenture was executed in the form examined by us and the Guarantees contained in the Indenture will remain in the same form. To the extent the form of the Guarantees is amended or varied any changes will be of a de minimis nature and will not affect any of the obligations of the Company that are the subject of this opinion; and

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2.15. that there has been no change to the obligations covered by the Guarantees.

3. We express no opinion as to any matters falling to be determined other than under the laws of Ireland and, without reference to provisions of other laws imported by Irish private international law, in Ireland as of the date of this letter. Subject to that qualification, the other qualifications and assumptions set out herein, we are of the opinion that the giving of the Guarantees has been duly authorised and, so far as Irish law is concerned, when the Registration Statement has become effective under the Securities Act and the Notes have been duly executed by the Issuer and duly authenticated in accordance with the terms of the Indenture as contemplated by the Registration Statement, there is no reason, so far as Irish law is concerned, why the obligations assumed by the Guarantor under the Guarantees should not constitute the legal, valid, binding and enforceable obligations of the Guarantor.

Nothing in this opinion shall be taken as implying that an Irish court would exercise jurisdiction in any proceedings relating to the Agreements or accordingly that any remedy would be available in Ireland for the enforcement of obligations arising under the Agreements.

4. The opinions set forth in this opinion letter are given subject to the following qualifications:

4.1. as used in this opinion, the term enforceable means that each obligation or document is of a type and form enforced by the Irish courts. It is not certain, however, that each obligation or document will be enforced in accordance with its terms in every circumstance, enforcement being subject to, inter alia, the nature of the remedies available in the Irish courts, the acceptance by such courts of jurisdiction, the power of such courts to stay proceedings, the provisions of the fact that claims may be time-barred or subject to defences of set-off or counterclaim, and other principles of law and equity of general application and all applicable limitations resulting from the laws of bankruptcy, insolvency, liquidation, administration, reorganisation, moratorium, reconstruction, public policy, examination, receivership, court scheme of arrangement or similar laws and general principles of law affecting the rights of creditors generally;

4.2. this opinion is given subject to general provisions of Irish law relating to insolvency, bankruptcy, liquidation, reorganisation, receivership, moratoria, court scheme of arrangement, administration and examination, and the fraudulent preference of creditors and other Irish law generally affecting the rights of creditors;

4.3. an order of specific performance or any other equitable remedy is a discretionary remedy and is not available when damages are considered to be an adequate remedy;

4.4. this opinion is subject to the general laws relating to the limitation of actions in Ireland;

4.5. a determination, description, calculation, opinion or certificate of any person as to any matter provided for in the Agreements might be held by the Irish courts not to be final, conclusive or binding if it could be shown to have an unreasonable, incorrect, or arbitrary basis or not to have been made in good faith;

3

4.6. additional interest imposed by any clause of any Agreements might be held to constitute a penalty and the provisions of that clause imposing additional interest would thus be held to be void. The fact that such provisions are held to be void would not in itself prejudice the legality and enforceability of any other provisions of the relevant Agreements but could restrict the amount recoverable by way of interest under such Agreements;

4.7. claims may be or become subject to defences of set-off or counter-claim;

4.8. an Irish court has power to stay an action where it is shown that there is some other forum having competent jurisdiction which is more appropriate for the trial of the action, in which the case can be tried more suitably for the interests of all the parties and the ends of justice;

4.9. the enforceability of severance clauses is at the discretion of the court and may not be enforceable in all circumstances;

4.10. a waiver of all defences to any proceedings may not be enforceable;

4.11. provisions in any of the Agreements providing for indemnification resulting from loss suffered on conversion of the amount of a claim made in a foreign currency into euro in a liquidation may not be enforceable;

4.12. an Irish court may refuse to give effect to undertakings contained in any of the Agreements that the Company will pay legal expenses and costs in respect of any action before the Irish courts; and

4.13. we express no opinion on any taxation matters or the contractual terms of the relevant documents other than by reference to the legal character thereof.

This opinion is addressed only to WPP Air 1 Limited and may be relied upon only by the WPP Air 1 Limited for its sole benefit in connection with the Transaction and may not be relied on by any assignees of any such persons or any other person.

We consent to the filing of this opinion as Exhibit 5.4 to the Registration Statement and to the reference under the caption ‘Validity of Securities’ in the prospectus constituting a part of the Registration Statement. In giving such consent, we do not admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission thereunder.

This opinion is given on the basis of Irish law in force and applied by Irish courts at the date of this opinion and on the basis that there has been no amendment to, or termination or replacement of, any of the documents examined by us and no change in any of the facts assumed by us for the purposes of giving this opinion. It is also given on the basis that we have no obligation to notify any addressee of this opinion of any change in Irish law or its application after the date of this opinion.

Yours faithfully

/s/ A&L Goodbody

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EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form F-3 of our reports dated 30 April 2012 relating to the consolidated financial statements of WPP plc and subsidiaries (the “Company”) and the effectiveness of the Company’s internal control over financial reporting, appearing in the Annual Report on Form 20-F of WPP plc for the year ended 31 December 2011, and to the reference to us under the heading “Experts”, which is part of this Registration Statement.

/s/ Deloitte LLP

Deloitte LLP

London, United Kingdom

4 September 2012