WPP : Notice of 2024 AGM

NOTICE OF 2024

ANNUAL GENERAL MEETING

INNOVATING

TO LEAD

Rose Court

2 Southwark Bridge Road London SE1 9HS at 11.00am on Wednesday 8 May 2024

THIS DOCUMENT IS IMPORTANT

AND REQUIRES YOUR IMMEDIATE

ATTENTION.

If you are in any doubt as to the action you should take, please consult your stockbroker, bank manager, solicitor, accountant, or other professional independent adviser who is duly authorised under the Financial Services and Markets Act 2000 (as amended) immediately.

If you have sold or otherwise transferred all of your WPP plc ordinary shares, please forward this document, together with any accompanying documents, to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

WELCOME TO THE

WPP NOTICE OF 2024

ANNUAL GENERAL MEETING

OUROUR

VISIONPURPOSE

To be the most creative company in the world

We use the power of creativity to build better futures for our people, planet, clients and communities

OUR STRATEGY

Lead	Accelerate	Build	Execute
through AI,	growth through	world-class,	efficiently to
data and	the power	market-leading	drive strong
technology	of creative	brands	financial returns
	transformation

Underpinned by a disciplined approach to capital allocation

LETTER FROM THE CHAIRMAN

DEAR FELLOW SHAREHOLDER

The 2024 Annual General Meeting (AGM or Meeting) of WPP plc (WPP or the Company) will be held at 11.00am on Wednesday 8 May 2024 at Rose Court, 2 Southwark Bridge Road, London SE1 9HS with facilities to follow the business of the AGM virtually.

BUSINESS OF THE MEETING

The formal notice (the Notice) convening the AGM, which follows this letter on pages 3 to 5 of this document, sets out the business to be conducted at the Meeting.

As detailed in the Annual Report, I have reached

my nine-year tenure on the Board. The Board intends to appoint a Chair-designate to the Board in due course and in order to ensure a smooth transition,

I have agreed to remain as Chairman until my successor is appointed and transitioned into the role. On this basis, I am putting myself forward for re-election at the AGM.

In accordance with the 2018 UK Corporate Governance Code (the Code), all of the other directors of the Company (Directors) will stand for re-election to the Board at the AGM, with the exception of Andrew Scott who is standing for election for the first time.

HOWEVER YOU CHOOSE TO PARTICIPATE, THE AGM IS A VALUABLE OPPORTUNITY FOR THE BOARD TO COMMUNICATE DIRECTLY WITH SHAREHOLDERS"

Roberto Quarta

Chairman

The Board considers that the contribution and skills of each of the Directors are, and continue to be, important to the long-term sustainable success of the Company and the Board recommends the election or re-election of all Directors. Biographies for each Director can be found in the explanatory notes to the resolutions on pages 6 to 14 of

this document.

AGM ARRANGEMENTS

However you choose to participate, the AGM is a valuable opportunity for the Board to communicate directly with shareholders. As in previous years,

in addition to in person attendance, we will also be offering shareholders the opportunity to follow the business of the AGM via a live webcast. This will allow shareholders to watch the presentations and ask questions during the Meeting, as they would if they were attending in person. Further details on how you can join us virtually and ask questions are set out on page 19 of this document.

In person admission is from 10.15am and light refreshments will be served after the Meeting. Should it become appropriate to revise the current arrangements for the AGM, any such changes will be notified to shareholders through the Company's website, wpp.com, and, where appropriate, by announcement made by the Company to a Regulatory Information Service.

WPP NOTICE OF 2024 AGM

1

CHAIRMAN'S INTRODUCTION

FAREWELL

As I approach the end of my time as Chairman of WPP, I would like to thank our shareholders, colleagues and Board members, past and present, for their continued support. It has been an honour to serve as your Chairman during my tenure.

I would like to assure shareholders that I remain committed to the Company and to delivering strong leadership on behalf of all of our stakeholders through the appointment of a new Non-Executive Chair.

RECOMMENDATION

Your Board considers that the resolutions set out on pages 3 to 5 of this document are in the best interests of the Company and its shareholders as a whole and recommends that shareholders vote 'FOR' each of the resolutions as the Directors intend to do in respect of their own beneficial shareholdings (other than in respect of those matters in which they are interested) in the Company.

Your Board appreciates your continuing support.

Roberto Quarta

Chairman

21 March 2024

THE WPP PLC 2024 ANNUAL GENERAL MEETING WILL BE HELD AT:

Rose Court

2 Southwark Bridge Road

London SE1 9HS

SOMERSET	TEMPLE
HOUSE	BLACKFRIARS
A301
CHARING CROSS		ROSE
		COURT
EMBANKMENT
	A3200	A201
		A3200
A3211		YOUNG VIC
	WATERLOO	SOUTHWARK

2	WPP NOTICE OF 2024 AGM

NOTICE OF MEETING 8 MAY 2024

Notice is hereby given that the 2024 Annual General Meeting of the shareholders of the Company will be held at 11.00am on Wednesday 8 May 2024 at Rose Court, 2 Southwark Bridge Road, London SE1 9HS to consider and, if thought fit, pass the following resolutions.

All resolutions will be proposed as ordinary resolutions, save for resolutions 19 to 21, which will be proposed as special resolutions. Voting on all resolutions will be by way of a poll.

ORDINARY RESOLUTIONS

To consider and, if thought fit, to pass the following resolutions as ordinary resolutions:

1.

To receive the Annual Report and Accounts for the financial year ended 31 December 2023.

2.

To declare a final dividend of 24.4 pence per ordinary share in respect of the year ended

31 December 2023 payable to shareholders on the register of the Company at the close of business on 7 June 2024.

3.

To receive and approve the Compensation Committee report contained within the Annual Report and Accounts for the financial year ended 31 December 2023.

4.

To elect Andrew Scott as a Director.

5.

To re-elect Angela Ahrendts DBE as a Director.

6.

To re-elect Simon Dingemans as a Director.

7.

To re-elect Sandrine Dufour as a Director.

8.

To re-elect Tom Ilube CBE as a Director.

9.

To re-elect Roberto Quarta as a Director.

10.

To re-elect Mark Read CBE as a Director.

11.

To re-elect Cindy Rose OBE as a Director.

12.

To re-elect Keith Weed CBE as a Director.

13.

To re-elect Jasmine Whitbread as a Director

14.

To re-elect Joanne Wilson as a Director.

15.

To re-elect Dr. Ya-Qin Zhang as a Director.

16.

To appoint PricewaterhouseCoopers LLP as the auditor of the Company to hold office from the conclusion of the 2024 Annual General Meeting to the conclusion of the next general meeting at which financial statements are laid before the Company.

17.

To authorise the Audit Committee for and on behalf of the Board to determine the auditor's remuneration.

WPP NOTICE OF 2024 AGM

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NOTICE OF ANNUAL GENERAL MEETING 8 MAY 2024

18.

In accordance with Article 6 of the Company's Articles of Association, in substitution for all subsisting authorities, to authorise the Board to allot relevant securities (as defined in the Company's Articles

of Association):

1. up to a maximum nominal amount of £35,827,923 (such amount to be reduced by the nominal amount of any relevant securities (as defined in the Company's Articles of Association) allotted under paragraph (b) in excess of £71,655,846 less £35,827,923); and
2. comprising relevant securities (as defined in the Company's Articles of Association) up to a maximum nominal amount of £71,655,846 (such amount to be reduced by any relevant securities allotted under paragraph (a) above) in connection with an offer by way of a rights issue, for a period expiring on the date of the Annual General Meeting of the Company in 2025 or on 8 August 2025, whichever is earlier but in each case, during this period the Company may make offers and enter into agreements which would or might require relevant securities (as defined in the Company's Articles of Association) to be allotted after the authority expires and the Board may allot relevant securities (as defined in the Company's Articles of Association) under any such offer or agreements as if the authority had not expired.

SPECIAL RESOLUTIONS

To consider and, if thought fit, to pass the following as special resolutions:

19.

To authorise the Company generally and unconditionally:

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

1. 1. the maximum number of ordinary shares hereby authorised to be purchased is 107,483,769;
   2. the minimum price which may be paid for an ordinary share is 10.0 pence exclusive of expenses (if any) payable by the Company;
   3. the maximum price which may be paid for an ordinary share is an amount equal to the higher of: (a) 105% of the average of the middle market quotations of an ordinary share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the ordinary share is contracted to be purchased; and (b) an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the trading venue where the purchase is carried out (exclusive of expenses (if any) payable by the Company); and
   4. this authority, unless previously revoked or varied, shall expire on the earlier of the date of the Annual General Meeting of the Company to be held in 2025 and 8 August 2025, save that a contract of purchase may be concluded by the Company before such expiry which will or may be executed wholly or partly after such expiry, and the purchase of shares may be made in pursuance of any such contract; and
2. pursuant to Article 58A of the Companies (Jersey) Law 1991, and if approved by the Directors,
   to hold as treasury shares any ordinary shares purchased pursuant to the authority conferred by resolution 19 (a).

4	WPP NOTICE OF 2024 AGM

NOTICE OF ANNUAL GENERAL MEETING 8 MAY 2024

20.

In accordance with Article 8 of the Company's Articles of Association that if resolution 18 is passed, the Board be authorised to allot equity securities (as defined in the Company's Articles of Association) wholly for cash as if Article 7 of the Company's Articles of Association did not apply to any

such allotment:

1. in connection with a rights issue; and
2. in the case of authority granted under paragraph
   (a) of resolution 18, up to a maximum nominal amount of £5,374,188, such authority to expire on the date of the Annual General Meeting of the Company to be held in 2025 or 8 August 2025, whichever is earlier but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted after the authority expires and the Board may allot equity securities under any such offer or agreement as if the authority had not expired.

21.

In accordance with Article 8 of the Company's Articles of Association that if resolution 18 is passed and in addition to any power granted under resolution 20, the Board be authorised to allot equity securities (as defined in the Company's Articles of Association) wholly for cash, as if Article 7 of the Company's Articles of Association did not apply

to any such allotment, in each case such authority to be:

1. up to an aggregate nominal amount not exceeding £5,374,188; and

1. used only for the purposes of financing
   (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the Board determines to be an acquisition or specified capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice, such authority to expire on the date of the Annual General Meeting of the Company to be held in 2025 or 8 August 2025, whichever is earlier but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted after the authority expires and the Board may allot equity securities under any such offer or agreement as if the authority had not expired.

By Order of the Board

Balbir Kelly-Bisla

Company Secretary, WPP plc

21 March 2024

Registered Office

22 Grenville Street St Helier

Jersey

JE4 8PX

(Incorporated and registered in Jersey with number 111714)

WPP NOTICE OF 2024 AGM

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EXPLANATORY NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING

Resolutions 1 to 18 will be proposed as ordinary resolutions that will be passed if more than half of the votes are cast in favour of the particular resolution. Resolutions 19 to 21 will be proposed as special resolutions that will be passed if not less than two-thirds of the votes cast are in favour of the particular resolution.

Voting on all resolutions at the AGM will be by way of a poll rather than a show of hands. This reflects best practice and means that all the votes cast, and not just those of the shareholders present, are taken into account.

The poll results will be notified to the FCA and published on the Company's website wpp.com/investors as soon as possible after the conclusion of the Meeting.

RESOLUTION 1: REPORT AND ACCOUNTS

The Directors must present to shareholders at the Annual General Meeting the report of the Directors and the accounts of the Company for the year ended 31 December 2023. The report of the Directors, the accounts, the report of the Compensation Committee and the report of the Company's auditors on the accounts, are contained within the 2023 Annual Report and Accounts.

RESOLUTION 3: COMPENSATION

COMMITTEE REPORT

Resolution 3 proposes the approval of the Compensation Committee report by shareholders.

The report, which is made on behalf of the full Board, explains the different elements which comprised executive compensation in 2023, including how base salaries and short-term and long-term incentive compensation were determined for Executive Directors of the Company and for Senior Executives of the Company and Group operating companies. Payments made to the Non-Executive Directors, as well as details of their shareholdings in the Company, are also set out in the Compensation Committee report. In addition, the Company's executive share ownership policy, the utilisation of the share incentive plans and the provision of other benefits are explained. The vote on this resolution is advisory in nature. Accordingly, payments made or promised to the Directors will not have to be repaid, reduced or withheld in the event that this resolution is

not passed.

RESOLUTION 2: DECLARATION

OF FINAL DIVIDEND

The amount of the final dividend recommended by the Directors is 24.4 pence per ordinary share to be paid on 5 July 2024 to the shareholders on the register at the close of business on 7 June 2024. Final dividends must be approved by shareholders but must not exceed the amount recommended by the Directors.

6	WPP NOTICE OF 2024 AGM

EXPLANATORY NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING

RESOLUTIONS 4 TO 15: ELECTION

AND RE-ELECTION OF DIRECTORS

In accordance with the Company's Articles of Association and Code, all Directors who held office on the date seven days before the date of the notice of Annual General Meeting will retire from office at the AGM and all will stand for election or re-election by the shareholders. Each of the Directors bring a wide range of skills, experience and knowledge to the Board which supports the Company's strategy. The core areas of expertise include financial services and finance, fast-moving consumer goods, pharma, mergers and acquisitions, corporate governance, transformation, marketing, technology, and environmental, social and governance matters. The individual and combined expertise and backgrounds of each Director makes a significant contribution to the functioning of the Board and its Committees and the long-term sustainable success of the Company. Resolution 4 relates to the election of Andrew Scott who joined the Board with effect from 7 September 2023.

As per the UK Corporate Governance Code,

from 1 January 2024 Roberto Quarta exceeded the recommended maximum tenure of nine years as

1. Non-ExecutiveDirector. As detailed in the Annual Report, the Board intends to appoint a Chair-designate to the Board in due course. The Board and Roberto have agreed for him to remain as Chairman until his successor is appointed and transitioned into the role. It was further considered to be in the best interests of the Company that Roberto continue in this role until the Board appoints a new Chair-designate and an orderly transition is completed. The Board has considered the matter of Roberto's independence in light of this extension and has concluded, notwithstanding his serving for more than nine years, he continues to make high quality contributions to Board and committee meetings and following this assessment, the Board has determined that Roberto Quarta remains independent.

Following the 2023 annual evaluation exercise, the Board considers that each of the Directors standing for election or re-election continues to make an effective and valuable contribution to the Company and demonstrates commitment to their role.

The Board is content that each Non-Executive Director offering himself or herself for re-election is independent in character and that there are no relationships or circumstances likely to affect his or her character or judgement. Accordingly, on the recommendation of the Nomination and Governance Committee, the Board unanimously recommends that all Directors standing for re-election continue to serve as Directors of the Company and that the Director standing for election be confirmed to post.

WPP NOTICE OF 2024 AGM

7

EXPLANATORY NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING

BIOGRAPHIES OF THE DIRECTORS STANDING FOR ELECTION

ANDREW SCOTT

CHIEF OPERATING OFFICER

Appointed: 7 September 2023  Nationality: British

Skills and experience:

Andrew joined WPP in 1999, holding a number of leadership roles in the UK and US before being appointed Chief Operating Officer in 2018. He is responsible for operational performance and implementing the ongoing simplification of the Company's portfolio. Andrew is also responsible for the Company's mergers and acquisitions activity and, through acquisitions such as Essence, VML, AKQA, Satalia and 24/7, he has played a critical role in building WPP's capabilities in technology and AI. He oversees WPP's network of Country Leaders who connect and strengthen the talent and resources of the Company's agencies in their local markets to deliver growth for clients. Prior to WPP, Andrew was a management consultant at LEK, the global strategy consulting firm.

Andrew is an engineering graduate and has an MBA with distinction from INSEAD.

External appointments:

None.

BIOGRAPHIES OF THE DIRECTORS STANDING FOR RE-ELECTION

ANGELA AHRENDTS DBE

SENIOR INDEPENDENT DIRECTOR, NON-EXECUTIVE DIRECTOR

Appointed: 1 July 2020 Nationality: British and American

Skills and experience:

Angela brings expertise as a leader of creative and technology-driven global businesses. From 2014 until 2019, she was Senior Vice President, Retail, at Apple Inc., where she integrated and redesigned the physical and digital global consumer experience. Angela was CEO of Burberry from 2006 to 2014, where she repositioned the brand as a luxury high-growth company and created the Burberry Foundation. Prior to Burberry, Angela was Executive Vice President at Liz Claiborne, Inc. and President of Donna Karan International, Inc. Angela was a member of the UK Prime Minister's Business Advisory Council from 2010 to 2015.

External appointments:

Non-Executive Director, Ralph Lauren Corporation and Airbnb, Inc.; Chair of Save the Children International; Non-Executive Director, charity: water, Member of CEO Circle, Imagine; Director, The HOW Institute for Society; Member of the Global Leadership Council of the Oxford University Saïd Business School and British American Business International Advisory Board; Senior Operating Adviser, SKKY Partners.

The biographies summarise	COMMITTEE
each Director's skills and	MEMBERSHIP KEY
experience.	Audit
	Compensation
	Nomination and Governance
	Sustainability
	Committee Chair

8	WPP NOTICE OF 2024 AGM