6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

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

under the Securities Exchange Act of 1934

For the Month of March 2019

Commission File Number: 001-38303

WPP plc

(Translation of registrant’s name into English)

27 Farm Street, London W1J 5RJ, England

(Address of principal executive offices)

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

Form 20-F  ☒            Form 40-F  ☐

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

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

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

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

Forward-Looking Statements

In connection with the provisions of the Private Securities Litigation Reform Act of 1995 (the “Reform Act”), WPP plc and its subsidiaries (the “Company”) may include forward-looking statements (as defined in the Reform Act) in oral or written public statements issued by or on behalf of the Company. These forward-looking statements may include, among other things, plans, objectives, projections and anticipated future economic performance based on assumptions and the like that are subject to risks and uncertainties. As such, actual results or outcomes may differ materially from those discussed in the forward-looking statements. Important factors that may cause actual results to differ include but are not limited to: the unanticipated loss of a material client or key personnel, delays or reductions in client advertising budgets, shifts in industry rates of compensation, regulatory compliance costs or litigation, natural disasters or acts of terrorism, the Company’s exposure to changes in the values of major currencies other than the UK pound sterling (because a substantial portion of its revenues are derived and costs incurred outside of the United Kingdom) and the overall level of economic activity in the Company’s 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). In addition, you should consider the risks described in Item 3D, captioned “Risk Factors” in the Company’s Form 20-F for the year ended 31 December 2017, which could also cause actual results to differ from forward-looking information. In light of these and other uncertainties, the forward-looking statements included in the oral or written public statements should not be regarded as a representation by the Company that the Company’s plans and objectives will be achieved.

The Company undertakes no obligation to update or revise any such forward-looking statements, whether as a result of new information, future events or otherwise.

EXHIBIT INDEX

Exhibit No.	Description
1	Announcement dated 28 February 2019, made by WPP Finance S.A.
2	Form of Notice of a Meeting dated 28 February 2019, made by WPP Finance S.A.

SIGNATURES

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

	WPP PLC
	(Registrant)
Date: 1 March 2019.	By:	/s/ Paul W.G. Richardson
		Paul W.G. Richardson
		Group Finance Director

EX-99.1

Exhibit 1

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014.

NOT FOR DISTRIBUTION TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED) (“U.S. PERSON”) OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (TOGETHER, THE “UNITED STATES”) OR INTO ANY OTHER JURISDICTION OR TO ANY OTHER PERSON WHERE OR TO WHOM IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT (SEE “OFFER AND DISTRIBUTION RESTRICTIONS” BELOW).

28 February 2019

WPP FINANCE S.A. ANNOUNCES TENDER OFFER AND CONSENT SOLICITATION

WPP Finance S.A. (the Offeror) today announces its invitation to the holders (the Bondholders) of its outstanding £200,000,000 6.375 per cent. Guaranteed Bonds due 2020 (ISIN: XS0329581333) (the Bonds) issued by the Offeror and guaranteed by, inter alios, WPP plc, WPP 2005 Limited and WPP Jubilee Limited (WPP plc, WPP 2005 Limited and WPP Jubilee Limited each a Guarantor, and together the Guarantors):

(i) to tender their Bonds for purchase by the Offeror for cash (the Tender Offer); and

(ii) to consent to certain modifications to the terms and conditions of the Bonds (the Conditions) contained within the Trust Deed (as defined in the Offer Memorandum), to facilitate the full and final redemption of the Bonds as proposed by the Offeror (the Proposal) for approval by Extraordinary Resolution at a meeting of Bondholders (the Meeting) (such invitation, the Consent Solicitation),

each on the terms of and subject to the conditions set out in the tender offer and consent solicitation memorandum dated 28 February 2019 (the Offer Memorandum), including the offer and distribution restrictions set out below and as more fully described in the Offer Memorandum.

Copies of the Offer Memorandum are (subject to offer restrictions) available to Bondholders from the Tender and Tabulation Agent as set out below. Capitalised terms used and not otherwise defined in this announcement have the meanings given to them in the Offer Memorandum.

Summary of the Tender Offer and the Consent Solicitation

Description of the Bonds	ISIN / Common Code	Outstanding principal amount	Benchmark Security	Tender Spread	Early Purchase Price1, 2	Early Voting Fee3	Late Purchase Price1, 4	Mandatory Redemption Price1	Amount subject to the Tender Offer
£200,000,000 6.375 per cent. Guaranteed Bonds due 2020	XS0329581333 / 32958133	£200,000,000	UKT 3.750 per cent. due 7 September 2020	0.30 per cent.	Calculated as set out in the Offer Memorandum	1.00 per cent.	The Early Purchase Price less the Early Voting Fee	The Early Purchase Price less the Early Voting Fee	Any and all

¹  In each case, plus the relevant Accrued Interest Payment as further described in the Offer Memorandum.

²  Bondholders who submit (and do not revoke) valid Tender Instructions on or before the Early Deadline will not be eligible to receive the Early Voting Fee in respect of the relevant Bonds (but the Early Purchase Price will already include an amount equal to the Early Voting Fee).

³  Expressed as a percentage of the principal amount of the Bonds. Bondholders who submit (and do not revoke) valid Solicitation Instructions received by the Tender and Tabulation Agent on or before the Early Deadline will be eligible to receive the Early Voting Fee.

⁴  Bondholders who submit (and do not revoke) valid Tender Instructions after the Early Deadline but on or before the Final Deadline will be eligible to receive the Late Purchase Price.

Rationale for the Tender Offer and the Proposal

The purpose of the Tender Offer and the Proposal is to:

a) provide liquidity to Bondholders and proactively manage the balance sheet of WPP plc and its subsidiaries; and

b) provide for the Offeror to mandatorily redeem on the Settlement Date all, but not some only, of the Bonds (if any) remaining outstanding following the completion of the Tender Offer on the Settlement Date, together with any relevant Accrued Interest Payments.

If the Offeror decides to accept valid tenders of Bonds pursuant to the Tender Offer, the Offeror will accept for purchase all of the Bonds that are validly tendered and there will be no scaling of any valid tenders of Bonds for purchase.

Details of the Tender Offer

The Tender Offer will expire at 4.00 p.m. (London time) on 21 March 2019 (the Final Deadline) unless extended, amended or terminated early by the Offeror. Bondholders that wish to participate in the Tender Offer and to be eligible to receive the Early Purchase Price (as described below and as set out in the Offer Memorandum) must make the necessary arrangements for the delivery to the Tender and Tabulation Agent on or before 4.00 p.m. (London time) on 14 March 2019 (the Early Deadline) of a valid Tender Instruction in respect of the Tender Offer. Bondholders that deliver valid Tender Instructions which are received by the Tender and Tabulation Agent after the Early Deadline but on or before the Final Deadline will only be eligible for the Late Purchase Price. These deadlines are subject to any extension, re-opening or termination of the Tender Offer and the Consent Solicitation, as provided in the Offer Memorandum.

The Offeror is not under any obligation to accept for purchase any Bonds tendered pursuant to the Tender Offer. The acceptance for purchase by the Offeror of Bonds tendered pursuant to the Tender Offer is at the sole discretion of the Offeror and tenders may be rejected by the Offeror for any reason. For the avoidance of doubt, the Tender Offer is not conditional upon the approval or implementation of the Proposal.

On the Settlement Date, the Offeror will pay for Bonds tendered for purchase pursuant to Tender Instructions validly delivered to the Tender and Tabulation Agent on or prior to the Early Deadline and accepted by it for purchase pursuant to the Tender Offer at a price (the Early Purchase Price) to be determined at the Pricing Time on the Pricing Date in the manner described in the Offer Memorandum by reference to the annualised sum (such sum, the Early Purchase Yield) of a purchase spread of 0.30 per cent. (the Tender Spread) and the Benchmark Security Rate.

Specifically, the Early Purchase Price will equal (a) the value of all remaining payments of principal and interest on the Bonds up to and including 6 November 2020 (being the final maturity date of the Bonds), discounted to the Settlement Date at a discount rate equal to the Early Purchase Yield, minus (b) Accrued Interest in respect of the Bonds.

Bondholders who tender their Bonds after the Early Deadline will not be eligible to receive the Early Purchase Price. For Bonds tendered for purchase pursuant to Tender Instructions validly delivered to the Tender and Tabulation Agent after the Early Deadline (but on or before the Final Deadline) and accepted by the Offeror for purchase pursuant to the Tender Offer, the Offeror will pay a price (the Late Purchase Price) to be determined at the Pricing Time on the Pricing Date in the manner described in the Offer Memorandum by applying the formula of the Early Purchase Price less an amount equal to the Early Voting Fee (as defined below).

Each Purchase Price will be determined by the Offeror, after consultation with the Dealer Managers, in accordance with market convention and expressed as a percentage of the principal amount of the Bonds (and rounded to the nearest 0.001 per cent. with 0.0005 per cent. being rounded upwards).

Payment of the relevant Purchase Price is subject to (i) the delivery of a valid Tender Instruction in respect of the Tender Offer to the Tender and Tabulation Agent by the Early Deadline or Final Deadline (as applicable) and the acceptance of such Tender Instruction by the Offeror, (ii) such Tender Instruction not being revoked (in the limited circumstances in which such revocation is permitted as set out in the Offer Memorandum), and (iii) the Offeror not having previously terminated the Tender Offer in accordance with the provisions for such termination set out in the Offer Memorandum.

To be eligible to receive the Early Purchase Price, Bondholders must submit (and not revoke) a valid Tender Instruction which is received by the Tender and Tabulation Agent by the Early Deadline. Bondholders submitting Tender Instructions should not attend, or seek to attend, the Meeting in person or make any other arrangements to be represented at the Meeting (other than by way of delivering a Tender Instruction, which constitutes a vote in favour of the Extraordinary Resolution). Any such Bondholder that separately seeks to appoint a proxy to vote at the Meeting on its behalf or attend the Meeting in person or makes other arrangements to be represented at the Meeting (other than by way of its Tender Instruction) will not be eligible for the relevant Purchase Price.

Bondholders who submit (and do not revoke) valid Tender Instructions (whether before, on or after the Early Deadline) will not be eligible to receive the Early Voting Fee in respect of the relevant Bonds (but the Early Purchase Price will already include an amount equal to the Early Voting Fee). For the avoidance of doubt, such Bondholders will only be eligible to receive the relevant Purchase Price applicable to such Bonds, together with the applicable Accrued Interest Payment.

The Offeror will also pay, on the Settlement Date, an Accrued Interest Payment in respect of Bonds accepted for purchase pursuant to the Tender Offer.

Tender Instructions

In order to participate in the Tender Offer, and be eligible to receive the applicable Purchase Price and the Accrued Interest Payment pursuant to the Tender Offer, Bondholders must validly tender their Bonds by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender and Tabulation Agent by the relevant deadline.

Bondholders who submit a Tender Instruction will be voting in favour of the Extraordinary Resolution. It will not be possible to submit a valid Tender Instruction without instructing the Principal Paying Agent to appoint the Tender and Tabulation Agent as its proxy to attend the Meeting and vote in favour of the Extraordinary Resolution.

Tender Instructions will be irrevocable except in the limited circumstances described in the Offer Memorandum.

Bondholders are advised to check with any bank, securities broker or other intermediary through which they hold their Bonds when such intermediary would need to receive instructions from a Bondholder in order for such Bondholder to participate in, or (in the limited circumstances in which revocation is permitted, as set out in the Offer Memorandum) to validly revoke their instruction to participate in, the Tender Offer, the Consent Solicitation and/or the Proposal before the deadlines specified in the Offer Memorandum. The deadlines set by any such intermediary and each Clearing System for the submission of Tender Instructions or Solicitation Instructions will be earlier than the relevant deadlines specified in the Offer Memorandum.

Summary of the Consent Solicitation and the Proposal

The Consent Solicitation commences on the date of the Offer Memorandum and expires at the Final Deadline. Bondholders that wish to participate in the Consent Solicitation without participating in the Tender Offer and to be eligible to receive the Early Voting Fee must make the necessary arrangements for the delivery to the Tender and Tabulation Agent on or before the Early Deadline of a valid Solicitation Instruction in respect of the Extraordinary Resolution (whether voting for or against the Extraordinary Resolution).

The purpose of the Consent Solicitation and the Proposal is to make certain modifications to the Conditions to provide for the Offeror to mandatorily redeem on the Settlement Date all, but not some only, of the Bonds (if any) remaining outstanding following the completion of the Tender Offer on the Settlement Date, together with any relevant Accrued Interest Payments. The Mandatory Redemption Price will be equivalent to the Late Purchase Price.

Bondholders should refer to the Notice and the draft Third Supplemental Trust Deed for full details of the manner in which the Conditions will be modified as referred to above.

Any Bondholder (excluding, for the avoidance of doubt, any Ineligible Bondholder, who should refer to the Notice for details of how they can participate in the Proposal) who does not wish, or who is not eligible, to tender its Bonds for purchase pursuant to the Tender Offer will receive neither of the Purchase Prices nor the Accrued Interest Payment but may be eligible on the terms and conditions set out in the Offer Memorandum, to the extent permitted by applicable laws and regulations, to receive an amount of 1.00 per cent. of the principal amount of the Bonds in respect of which the relevant Bondholder submits a Solicitation Instruction in accordance with the procedure described in the Offer Memorandum (the Early Voting Fee).

Solicitation Instructions – Early Voting Fee

Payment of the Early Voting Fee in respect of any Solicitation Instructions is conditional upon the passing and implementation of the Extraordinary Resolution.

Where payable, the Early Voting Fee will be paid by the Offeror to relevant Bondholders on the Settlement Date in the same manner as payment is made to those Bondholders who are eligible to receive any Purchase Price and the relevant Accrued Interest Payment, pursuant to the Tender Offer.

Meeting

Notice (the Notice) convening the meeting (the Meeting) to be held at 9.00 a.m. (London time) on 25 March 2019 at the offices of Allen & Overy LLP, One Bishops Square, London E1 6AD, United Kingdom has been given to Bondholders in accordance with the Trust Deed on the date of the Offer Memorandum. The form of the Notice is set out in the Annex to the Offer Memorandum. At the Meeting, Bondholders will be invited to consider and, if thought fit, pass an extraordinary resolution (the Extraordinary Resolution) to approve the implementation of the Proposal as more fully described in the Notice.

The quorum required for the Meeting is a person or persons present holding or representing in the aggregate more than 75 per cent. in the aggregate principal amount of the Bonds for the time being outstanding. To be passed, the Extraordinary Resolution requires a majority in favour of at least three-quarters of the votes cast in respect of the Extraordinary Resolution at the Meeting. If passed, the Extraordinary Resolution shall be binding on all Bondholders, whether present or not present at the Meeting and whether or not voting. The implementation of the Extraordinary Resolution, if passed, is conditional on (i) the Offeror not having previously terminated the Consent Solicitation or the Tender Offer in accordance with the provisions for such termination set out in the Offer Memorandum and (ii) the execution by, inter alios, the Offeror, the Guarantors and the Trustee of the Third Supplemental Trust Deed.

The implementation of the Proposal and the related Extraordinary Resolution will also be conditional on the quorum required for, and the requisite majority of votes cast at, the Meeting being satisfied by Eligible Bondholders, irrespective of any participation at the Meeting by Ineligible Bondholders (including the satisfaction of such condition at an adjourned Meeting) (the Eligibility Condition).

Bondholders should refer to the Notice for full details of the procedures in relation to the Meeting.

Solicitation Instructions

By submitting a Solicitation Instruction, Bondholders will automatically instruct the Principal Paying Agent to appoint one or more representatives of the Tender and Tabulation Agent as their proxy to attend the Meeting (or any adjourned Meeting) and vote in the manner specified or identified in the Solicitation

Instruction in respect of the Extraordinary Resolution. Solicitation Instructions must be validly delivered to the Tender and Tabulation Agent in respect of the Extraordinary Resolution (whether voting for or against the Extraordinary Resolution) on or before the Early Deadline (and not subsequently revoked) in order for a Bondholder to be eligible to receive the Early Voting Fee. Bondholders that deliver valid Solicitation Instructions to the Tender and Tabulation Agent after the Early Deadline but on or before the Final Deadline will not be eligible for the Early Voting Fee. Solicitation Instructions must in any event be validly delivered to Tender and Tabulation Agent by the Final Deadline.

The foregoing does not affect the rights of Bondholders to attend and vote at the Meeting in person or to make other arrangements to be represented or to vote at the Meeting in accordance with the Meeting Provisions. Bondholders who wish to attend the Meeting notwithstanding the fact that they would thereby be ineligible to receive the Early Voting Fee should refer to the section in the Notice entitled “Voting and Quorum” for further details of the process for attending, being represented and voting at the Meeting other than pursuant to Solicitation Instructions.

Solicitation Instructions will be irrevocable except in the limited circumstances described in the Offer Memorandum.

Bondholders who have already submitted Tender Instructions prior to the Early Deadline will be eligible to receive the Early Purchase Price, which includes an amount equivalent to the Early Voting Fee. Bondholders may not submit Tender Instructions and Solicitation Instructions in respect of the same Bonds.

Recommendation of the Tender Offer, the Consent Solicitation and the Proposal by the Investment Association

The proposal described in the Offer Memorandum (the Exit Consent Proposal) has been considered by a special committee (the Special Committee) of the Investment Association at the request of the Offeror. The members of the Special Committee, who hold in aggregate approximately 21.56 per cent. of the current principal amount outstanding of the Bonds, have examined the Exit Consent Proposal. They have informed the Offeror that they find the Exit Consent Proposal acceptable and that, subject to client and other approvals, they intend to vote in favour of the Exit Consent Proposal in respect of their holdings of Bonds.

The Special Committee has advised the Offeror that this recommendation relates only to the proposals set out in the Offer Memorandum with respect to the Bonds and not to any future offers or proposals which the Offeror may make.

Bondholders should however make their own detailed assessment of the Tender Offer, Consent Solicitation and the Proposal.

Expected Timetable of Events

The following table sets out the expected dates and times of the key events relating to the Tender Offer and Consent Solicitation. This is an indicative timetable and is subject to change. All times are London time.

Launch of Tender Offer, Consent Solicitation and Proposal
Announcement of the Tender Offer, Consent Solicitation and Proposal.	28 February 2019.
Early Deadline
Deadline for receipt by the Tender and Tabulation Agent of (i) valid Tender Instructions in respect of the Tender Offer for Bondholders to be eligible for the Early Purchase Price or (ii) valid Solicitation Instructions in respect of the Extraordinary Resolution for Bondholders to be eligible for the Early Voting Fee.	4.00 p.m. (London time) on 14 March 2019.

Final Deadline
Deadline for (i) receipt by the Tender and Tabulation Agent of any Tender Instructions or Solicitation Instructions and (ii) making any other arrangements to attend or be represented or to vote on the Extraordinary Resolution at the Meeting.	4.00 p.m. (London time) on 21 March 2019.
Meeting
Meeting to be held at the offices of Allen & Overy LLP, One Bishops Square, London E1 6AD, United Kingdom.	9.00 a.m. (London time) on 25 March 2019.
Announcement of results of Meeting and Tender Offer
Announcement of the results of the Meeting and whether the Offeror will accept valid tenders of Bonds pursuant to the Tender Offer and, if so accepted (i) the aggregate principal amount of Bonds accepted for purchase; and (ii) the Settlement Date. In addition the Offeror will announce, if the Proposal is approved and implemented, the Mandatory Redemption Date.	As soon as reasonably practicable after the Meeting.
Execution of Third Supplemental Trust Deed
If the Extraordinary Resolution is passed at the Meeting and is unconditional, execution of the Third Supplemental Trust Deed. Upon execution of the Third Supplemental Trust Deed, the modifications to the Conditions described in the Offer Memorandum will become effective.	As soon as reasonably practicable after the Meeting.
Pricing Time
Expected determination of the Early Purchase Yield and each Purchase Price.	At or around 2.00 p.m. (London time) on 25 March 2019.
Announcement of pricing
If the Offeror will accept valid tenders of Bonds pursuant to the Tender Offer, announcement of (i) the Early Purchase Yield; (ii) each Purchase Price, (iii) if the Proposal is approved and implemented, the Mandatory Redemption Price and (iv) the Accrued Interest.	As soon as reasonably practicable after the Pricing Time.
Settlement
Expected Settlement Date.	27 March 2019.

The above times and dates are subject to the right of the Offeror (subject to applicable law and as provided in the Offer Memorandum) to extend, re-open, amend, waive any condition of and/or terminate the Tender Offer and/or the Proposal as provided in the Offer Memorandum, to amend the terms and conditions of the Tender Offer and/or the Proposal to provide for the Settlement Date for the Tender Offer and, if the Proposal is approved and implemented, for payment of any Early Voting Fee in relation to the Proposal to take place after such adjourned Meeting on the same basis as for the original Meeting (and, for the avoidance of doubt, no such amendment to the Settlement Date will entitle Bondholders to revoke any Tender Instructions or Solicitation Instructions).

Announcements

Unless stated otherwise in this announcement or in the Offer Memorandum, all announcements in connection with the Tender Offer, the Consent Solicitation and the Proposal will be made (i) by publication via RNS, (ii) by publication on the relevant Reuters Insider Screen and (iii) by the delivery of notices to the Clearing Systems for communication to Direct Participants. Such announcements may also be made by the issue of a press release to a Notifying News Service. Any notice or announcement given to a Bondholder via the Clearing Systems shall be deemed to have been duly given if it is delivered to the Clearing Systems. The Offeror may, at its discretion, also give notice by any other means it considers appropriate (other than any notice required to be given in accordance with the Trust Deed and the Bonds). Copies of all such announcements, press releases and notices can also be obtained upon request from the Tender and Tabulation Agent, the contact details for which are set out below. Significant delays may be experienced where notices are delivered to the Clearing Systems and Bondholders are urged to contact the Tender and Tabulation Agent for the relevant announcements during the course of the Tender Offer and Consent Solicitation. In addition, Bondholders may contact the Dealer Managers for information using the contact details set out below.

Bondholders (other than Ineligible Bondholders) are advised to read carefully the Offer Memorandum for full details of, and information on the procedures for participating in, the Tender Offer, the Consent Solicitation and/or the Proposal. Ineligible Bondholders should refer to the Notice for details on how they can partipate in the Proposal.

Questions and requests for assistance in connection with (i) the Tender Offer, the Consent Solicitation and the Proposal may be directed to the Dealer Managers, and (ii) the delivery of Tender Instructions and Solicitation Instructions, may be directed to the Tender and Tabulation Agent, the contact details for each of which are set out below.

This announcement is released by WPP Finance S.A. and contains information in relation to the Bonds that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR), encompassing information relating to the Tender Offer, the Consent Solicitation and/or the Proposal described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Paul Richardson, Group Finance Director.

Bondholders should contact the Dealer Managers and/or the Tender and Tabulation Agent for further information:

DEALER MANAGERS
Barclays Bank PLC 5 The North Colonnade Canary Wharf London E14 4BB United Kingdom Telephone: +44 (0) 20 3134 8515 Attention: Liability Management Group Email: eu.lm@barclays.com	NatWest Markets Plc 250 Bishopsgate London EC2M 4AA United Kingdom Telephone: +44 (0) 20 7678 5222 Attention: Liability Management Email: liabilitymanagement@natwestmarkets.com
TENDER AND TABULATION AGENT

Lucid Issuer Services Limited

Tankerton Works

12 Argyle Walk

London WC1H 8HA

United Kingdom

Telephone: +44 20 7704 0880

Attention: Thomas Choquet

Email: wpp@lucid-is.com

DISCLAIMER This announcement must be read in conjunction with the Offer Memorandum. This announcement and the Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Tender Offer, the Consent Solicitation or the Proposal. If any Bondholder is in any doubt as to the contents of the Offer Memorandum or the action it should take or is unsure of the impact of the implementation of the Consent Solicitation, the Proposal, the Extraordinary Resolution or the Tender Offer, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Bonds are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender Bonds for purchase in the Tender Offer or otherwise participate in the Tender Offer, the Consent Solicitation or the Proposal. None of the Dealer Managers, the Tender and Tabulation Agent, the Trustee, the Offeror or the Guarantors or any of their respective directors, officers, employees or affiliates makes any recommendation on or as to whether Bondholders should tender Bonds in the Tender Offer or otherwise participate in the Proposal.

Offer and Distribution Restrictions

The distribution of this announcement and the Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Offer Memorandum comes are required by the Offeror, the Guarantors, the Dealer Managers, the Trustee and the Tender and Tabulation Agent to inform themselves about, and to observe, any such restrictions. In addition to the representations referred to below in respect of the United States, each Bondholder participating in the Tender Offer will give certain representations, acknowledgements, warranties and undertakings and make certain agreements in respect of the other jurisdictions referred to above and generally as set out in the Offer Memorandum. Any tender of Bonds for purchase pursuant to the Tender Offer from a Bondholder that is unable to make these representations will not be accepted. Each of the Offeror, the Guarantors, the Dealer Managers and the Tender and Tabulation Agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of Bonds for purchase pursuant to the Tender Offer or submission of a Solicitation Instruction in respect of the Proposal, whether any such representation given by a Bondholder is correct and, if such investigation is undertaken and as a result the Offeror determines (for any reason) that such representation is not correct, such tender or submission may be rejected. Neither in this announcement nor the Offer Memorandum or the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Bonds (and tenders of Bonds for purchase pursuant to the Tender Offer or the Proposal will not be accepted from Bondholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Tender Offer to be made by a licensed broker or dealer and either of the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Tender Offer shall be deemed to be made by such Dealer Manager or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.

United States

The Tender Offer is not being made, and will not be made, directly or indirectly in or into, or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States or to any U.S. Person (as defined in Regulation S of the United States Securities Act of 1933, as amended (each a U.S. Person)). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. Accordingly, copies of this announcement, the Offer Memorandum and any other documents or materials relating to the Tender Offer are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any U.S. Person and the Bonds cannot be tendered in the Tender Offer by any such use, means, instrumentality or facility or from or within or by persons located or resident in the United States or by, or by any person acting for or on the account or benefit of, a U.S. Person. Any purported tender of Bonds in the Tender Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Bonds made by, or by any person acting for or on the account or benefit of, a U.S. Person or by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

Each holder of Bonds participating in the Tender Offer will represent that it is not a U.S. Person, it is not located in the United States and is not participating in the Tender Offer from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Tender Offer from the United States and is not a U.S. Person. For the purposes of this and the above paragraph, United States means the United States of America, its territories and possessions, (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.

United Kingdom

The communication of this announcement, the Offer Memorandum and any other documents or materials relating to the Tender Offer is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Financial Promotion Order)) or persons who are within Article 43(2) or Article 49(2)(a) to (d) of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

Belgium

Neither this announcement, the Offer Memorandum nor any other documents or materials relating to the Tender Offer have been submitted to or will be submitted for approval or recognition to the Belgian Financial Services and Markets Authority and, accordingly, the Tender Offer may not be made in Belgium by way of a public offering, as defined in Article 3 of the Belgian Law of 1 April 2007 on public takeover bids, as amended or replaced from time to time. Accordingly, the Tender Offer may not be advertised and the Tender Offer will not be extended, and neither this announcement, the Offer Memorandum nor any other documents or materials relating to the Tender Offer (including any memorandum, information circular, brochure or any similar documents) have been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than “qualified investors” within the meaning of Article 10 of the Belgian Law of 16 June 2006 on public offerings of investment instruments and the admission of investment instruments to trading on regulated markets (as amended from time to time).

France

The Tender Offer is not being made, directly or indirectly, to the public in the Republic of France (France). Neither this announcement, the Offer Memorandum nor any other documents or materials relating to the Tender Offer have been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d’investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) other than individuals, in each case acting on their own account and all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code Monétaire et Financier, are eligible to participate in the Tender Offer. Neither this announcement, the Offer Memorandum nor any other document or material relating to the Tender Offer has been or will be submitted for clearance to or approved by the Autorité des marchés financiers.

Italy

None of the Tender Offer, this announcement, the Offer Memorandum or any other document or materials relating to the Tender Offer have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. The Tender Offer is being carried out in Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the Financial Services Act) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Accordingly, Bondholders or beneficial owners of the Bonds that are located in Italy can tender Bonds through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Bonds or the Tender Offer.

Ireland

The Tender Offer is not being made, directly or indirectly, to the public in Ireland and no offers or sales of any bonds or securities under or in connection with the Tender Offer may be effected and the Offer Memorandum may not be distributed in Ireland except in conformity with the provisions of Irish law including (i) the Companies Act 2014 (as amended) (the Companies Act), (ii) the Prospectus (Directive 2003/71/EC) Regulations 2005 (as amended) and any rules and guidance issued under Section 1363 of the Companies Act by the Central Bank of Ireland (the CBI), (iii) the European Communities (Markets in Financial Instruments) Regulations 2017 (as amended) (MiFID II Regulations) including, without limitation, any rules or codes of conduct made under the MiFID II Regulations and the provisions of the Investor Compensation Act 1998 (as amended), (iv) the Market Abuse Regulation (EU 596/2014) (as amended), the European Union (Market Abuse) Regulations 2016 (as amended) and any rules and guidance issued under Section 1370 of the Companies Act by the CBI, and (v) the Central Bank Acts 1942 to 2017 (as amended) and any codes of practice made under Section 117(1) of the Central Bank Act 1989 (as amended).

Switzerland

Neither this announcement, the Offer Memorandum nor any other offering or marketing material relating to the Bonds constitutes a prospectus as such term is understood pursuant to article 652a or article 1156 of the Swiss Code of Obligations or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange or any other regulated trading facility in Switzerland. Neither this announcement, the Offer Memorandum nor any other offering or marketing material relating to the Bonds have been, or will be, filed with or approved by any Swiss regulatory authority. Neither this announcement, the Offer Memorandum nor any other offering or marketing material relating to the Bonds may be publicly distributed or otherwise made publicly available in Switzerland. This announcement and the Offer Memorandum are personal to the recipient only and not for general circulation in Switzerland.

EX-99.2

Exhibit 2

FORM OF NOTICE OF MEETING AND EXTRAORDINARY RESOLUTION

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF BONDHOLDERS. IF BONDHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD CONSULT THEIR OWN INDEPENDENT PROFESSIONAL ADVISERS AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 IMMEDIATELY.

WPP FINANCE S.A.

(the Issuer)

(a société anonyme established under the laws of France)

NOTICE OF A MEETING

of the holders (the Bondholders) of those of the

£200,000,000

6.375 per cent. Guaranteed Bonds due 2020 (the Bonds)

of the Issuer presently outstanding and guaranteed by, inter alios,

WPP plc, WPP 2005 Limited and WPP Jubilee Limited

(WPP plc, WPP 2005 Limited and WPP Jubilee Limited

each a Guarantor, and together the Guarantors)

NOTICE IS HEREBY GIVEN that a meeting (the Meeting) of the Bondholders convened by the Issuer will be held at the offices of Allen & Overy LLP, One Bishops Square, London E1 6AD on 25 March 2019 at 9.00 a.m. (London time) for the purpose of considering and, if thought fit, passing the resolution set out below in respect of the Bonds which will be proposed as an Extraordinary Resolution at the Meeting in accordance with the provisions of the trust deed dated 6 November 2007 made between, inter alios, the Issuer and Citicorp Trustee Company Limited as trustee for the Bondholders (the Trustee), (the Principal Trust Deed) as supplemented by the supplemental trust deed dated 19 November 2008 (the First Supplemental Trust Deed) and the supplemental trust deed dated 14 December 2012 (the Second Supplemental Trust Deed, and, the Principal Trust Deed, as supplemented by the First Supplemental Trust Deed and the Second Supplemental Trust Deed, the Trust Deed) constituting the Bonds. Unless the context otherwise requires, capitalised terms used but not defined in this Notice shall have the meaning given to them in the Trust Deed, the Conditions (as defined below) or the Extraordinary Resolution as applicable.

BACKGROUND

The Issuer has convened the Meeting for the purpose of enabling Bondholders to consider and resolve, if they think fit, to pass the Extraordinary Resolution proposed in relation to the Bonds.

Bondholders are further given notice that the Issuer has invited all Bondholders (such invitation, the Consent Solicitation) to consent to the proposal by the Issuer (the Proposal) for Bondholders to approve, by Extraordinary Resolution at the Meeting, the modifications to the Terms and Conditions of the Bonds as set out in Schedule 1 to the Trust Deed (the Conditions) as described in paragraph 1 of the Extraordinary Resolution below to provide for the Issuer to mandatorily redeem on the date expected to be 27 March 2019 (subject to the right of the Issuer to extend, re-open, amend, waive any condition of and/or terminate the Tender Offer (as defined below)) (the Settlement Date) all, but not some only, of the Bonds (if any) remaining outstanding following the completion of the Tender Offer on the Settlement Date, together with any relevant Accrued Interest, all as further described in the Offer Memorandum dated 28 February 2019 prepared by the Issuer (the Offer Memorandum).

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In conjunction with the Consent Solicitation, the Issuer is also inviting Eligible Bondholders to tender any and all Bonds held by them for purchase by the Issuer for cash (the Tender Offer) on the terms set out in the Offer Memorandum subject to certain offer restrictions as more fully described in the Offer Memorandum.

Subject to the terms and conditions contained in the Offer Memorandum, (i) the Issuer is offering a cash payment (the Early Voting Fee) in respect of the Bonds that are the subject of valid Solicitation Instructions, and (ii) the Issuer is offering a cash payment of the Early Purchase Price in respect of the Bonds that are the subject of valid Tender Instructions, each to Bondholders who provide, and do not subsequently validly revoke, Solicitation Instructions or Tender Instructions, as the case may be, prior to 4.00 p.m (London time) on 14 March 2019 (the Early Deadline). Bondholders that deliver valid Tender Instructions to the Tender and Tabulation Agent after the Early Deadline but on or before the Final Deadline will be eligible for the Late Purchase Price.

Rationale for the Tender Offer and Proposal

The purpose of the Tender Offer and the Proposal is to:

(a) provide liquidity to Bondholders and proactively manage the balance sheet of WPP plc and its subsidiaries; and

(b) provide for the Issuer to mandatorily redeem on the Settlement Date all, but not some only, of the Bonds (if any) remaining outstanding following the completion of the Tender Offer on the Settlement Date, together with any relevant Accrued Interest.

Timetable

The indicative timetable is summarised below:

Event	Indicative Timetable
Commencement of the Tender Offer, Consent Solicitation and announcement of the Proposal	28 February 2019
Early Deadline / Ineligible Instruction Early Deadline (in the case of Ineligible Bondholders)	4.00 p.m. (London time) on 14 March 2019
Final Deadline	4.00 p.m. (London time) on 21 March 2019
Meeting	9.00 a.m. (London time) on 25 March 2019
Announcement of results and (if applicable) execution of the Third Supplemental Trust Deed	As soon as reasonably practicable after the Meeting on 25 March 2019
Announcement of the Purchase Prices and (if applicable) the Mandatory Redemption Price	25 March 2019
Expected Settlement Date	27 March 2019

Bondholders (other than Ineligible Bondholders) are advised to read carefully the Offer Memorandum for full details of, and information on, the procedures for participating in the Tender Offer and the Proposal.

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Recommendation of the Tender Offer, the Consent Solicitation and the Proposal by the Investment Association

The proposal described in the Offer Memorandum (the Exit Consent Proposal) has been considered by a special committee (the Special Committee) of the Investment Association at the request of the Issuer. The members of the Special Committee, who hold in aggregate approximately 21.56 per cent. of the current principal amount outstanding of the Bonds, have examined the Exit Consent Proposal. They have informed the Issuer that they find the Exit Consent Proposal acceptable and that, subject to client and other approvals, they intend to vote in favour of the Exit Consent Proposal in respect of their holdings of Bonds.

The Special Committee has advised the Issuer that this recommendation relates only to the proposals set out in the Offer Memorandum with respect to the Bonds and not to any future offers or proposals which the Issuer may make.

Trustee

In accordance with normal practice, the Trustee expresses no opinion as to the merits of the Proposal as presented to the Bondholders in the Offer Memorandum and referred to below in this Notice (which it is was not involved in negotiating). It has, however, authorised it to be stated that, on the basis of the information set out in the Offer Memorandum (which it recommends Bondholders to read carefully), and in this Notice, it has no objection to the Extraordinary Resolution being submitted to the Bondholders for their consideration. The Trustee has, however, not been involved in formulating the Extraordinary Resolution, the Proposal or the Consent Solicitation and makes (i) no representation that all relevant information has been disclosed to Bondholders in the Offer Memorandum and in this Notice, nor (ii) any representation as to the accuracy, validity or correctness of the statements made in the Offer Memorandum and this Notice. Accordingly, the Trustee urges Bondholders who are in any doubt as to the impact of the implementation of the Proposal to seek their own independent financial advice.

EXTRAORDINARY RESOLUTION

“THAT this meeting (the Meeting) of the holders of the £200,000,000 6.375 per cent. Guaranteed Bonds due 2020 of WPP Finance S.A. presently outstanding (the Bonds and the Issuer respectively) constituted by the Trust Deed dated 6 November 2007 made, inter alios, between the Issuer and Citicorp Trustee Company Limited (the Trustee) as trustee for the holders of the Bonds (the Bondholders) (the Principal Trust Deed) as supplemented by the supplemental trust deed dated 19 November 2008 (the First Supplemental Trust Deed) and the supplemental trust deed dated 14 December 2012 (the Second Supplemental Trust Deed, and, the Principal Trust Deed, as supplemented by the First Supplemental Trust Deed and the Second Supplemental Trust Deed, the Trust Deed) hereby:

1. assents to the modification of the Terms and Conditions of the Bonds as set out in Schedule 1 to the Trust Deed by the insertion of a new Condition 5(g):

“Mandatory Redemption

Unless previously redeemed or purchased and cancelled the Issuer shall redeem all of the Bonds on the Mandatory Redemption Date at their Mandatory Redemption Price together with Accrued Interest.

For the purposes of this Condition 5(e):

“Accrued Interest” means interest accrued to (but excluding) the Mandatory Redemption Date;

“Benchmark Security” means the 3.750 per cent. UK Treasury Gilt due 7 September 2020 (ISIN: GB00B582JV65);

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“Benchmark Security Rate” means the arithmetic mean of the bid and ask yield to maturity of the Benchmark Security (rounded to the nearest 0.001 per cent. with 0.0005 per cent. being rounded upwards) directly quoted on Bloomberg Page “FIT GLT0-10” at or around 2.00 p.m. (London time) on 25 March 2019 (subject to the right of the Issuer to extend, re-open, amend and/or terminate the Tender Offer);

“Bloomberg Page “FIT GLT0-10”” means the display page on the Bloomberg service designated as the “FIT GLT0-10” page (or such other page that may replace it on that service or any recognised quotation source selected by Barclays Bank PLC and NatWest Markets Plc (together the “Dealer Managers” and each a “Dealer Manager”), in their sole and absolute discretion, if such quotation is not available or manifestly erroneous);

“Business Day” means a day other than a Saturday or a Sunday or a public holiday on which commercial banks and foreign exchange markets are open for business in London;

“Early Purchase Yield” means the annualised sum of the Tender Spread and the Benchmark Security Rate;

“Mandatory Redemption Date” means the Settlement Date;

“Mandatory Redemption Price” means:

(A) (a) the value of all remaining payments of principal and interest on the Bonds up to and including 6 November 2020 (being the final maturity date of the Bonds), discounted to the Settlement Date at a discount rate equal to the Early Purchase Yield, minus (b) Accrued Interest in respect of the Bonds, less

(B) 1.00 per cent. of the principal amount of the relevant Bonds;

“Offer Memorandum” means the tender offer and consent solicitation memorandum dated 28 February 2019 prepared by the Issuer in connection with the Tender Offer, as amended, restated and/or supplemented from time to time;

“Offer Restrictions” means the restrictions on the Bondholders to whom the Tender Offer was made, as set out in the Offer Memorandum;

“Settlement Date” means the settlement date of the Tender Offer as determined in accordance with the terms of the Tender Offer set out in the Offer Memorandum;

“Tender Offer” means the invitation by the Issuer to Bondholders (subject to the Offer Restrictions) to tender their Bonds for purchase by the Issuer for cash, as the same may be amended in accordance with its terms and as further set out in the Offer Memorandum; and

“Tender Spread” means 0.30 per cent.”

2. approves the Proposal (as defined below) and its implementation on and subject to the terms and conditions set out in the Offer Memorandum dated 28 February 2019 prepared by the Issuer (the Offer Memorandum);

3. authorises, directs, requests and empowers the Trustee to concur in the modifications referred to in paragraph (1) of this Extraordinary Resolution and, in order to give effect thereto and to implement the same, on or shortly after the passing of this Extraordinary Resolution and subject to the conditions set out in paragraph (7) below to execute the Third Supplemental Trust Deed substantially in the form of the draft produced to this Meeting and for the purpose of identification signed by the Chairman

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thereof with such amendments (if any) thereto as the Issuer or the Guarantors shall require and approved by the Trustee and to concur in, and to execute and do, all such other deeds, instruments, acts and things as may be necessary, desirable or appropriate, in the sole discretion of the Trustee, to carry out and give effect to this Extraordinary Resolution and the implementation of the modifications referred to in paragraph (1) of this Extraordinary Resolution;

4. sanctions and consents to every abrogation, modification, compromise or arrangement in respect of the rights of the Bondholders appertaining to the Bonds against the Issuer and the Guarantors, whether or not such rights arise under the Conditions, the Trust Deed, or otherwise involved in or resulting from or to be effected by, the modifications referred to in paragraph (1) of this Extraordinary Resolution and their implementation;

5. assents to, approves and sanctions the execution of the supplemental trust deed by the relevant parties thereto (in the form of the draft produced to this Meeting and signed by the Chairman thereof for the purposes of identification with such amendments thereto (if any) as the Issuer and the Guarantors shall require and approved by the Trustee) (the Third Supplemental Trust Deed), in order to give effect to the matters referred to in paragraph (1) above;

6. discharges, holds harmless, indemnifies and exonerates the Trustee from all liability, costs and expenses for which it may have become or may become responsible or liable under the Trust Deed or the Bonds in respect of any act or omission in connection with the Proposal, the Consent Solicitation or this Extraordinary Resolution and their implementation (including the modifications referred to in paragraph (1) of this Extraordinary Resolution), even if it is found that there is or was a defect in the constitution of this Meeting or the passing of this Extraordinary Resolution;

7. declares that the implementation of this Extraordinary Resolution shall be in all respects conditional on:

(a) the Issuer not having previously terminated the Consent Solicitation and not having terminated the Tender Offer in accordance with the provisions for such termination set out in the Offer Memorandum; and

(b) the quorum required for, and the requisite majority of votes cast at, the Meeting being satisfied (in the determination of the Issuer) by Eligible Bondholders, irrespective of any participation at the Meeting by Ineligible Bondholders (the Eligibility Condition) and that, in the event the Extraordinary Resolution is passed at the Meeting but the Eligibility Condition is not satisfied, the chairman of the Meeting and the Trustee are hereby authorised, directed, requested and empowered to adjourn this Meeting on the same basis (including quorum) as for an adjournment of the Meeting where the necessary quorum is not obtained, for the purpose of reconsidering resolutions (1) to (8) of this Extraordinary Resolution at the adjourned Meeting in which case the Eligibility Condition will be satisfied if the quorum required for, and the requisite majority of votes cast at, the adjourned Meeting are satisfied by Eligible Bondholders irrespective of any participation at the adjourned Meeting by Ineligible Bondholders; and

8. acknowledges that the term (i) Consent Solicitation, as used in this Extraordinary Resolution, shall mean the invitation by the Issuer to all Bondholders to consent to the Proposal as described in the Offer Memorandum and as the same may be amended in accordance with its terms, (ii) Proposal shall mean the modifications to the Conditions as described in paragraph (1) of this Extraordinary Resolution, all as further described in the Offer Memorandum; (iii) Eligible Bondholder means each Bondholder who is (a) located and resident outside the United States and not a U.S. person (as defined in Regulation S under the United Securities Act of 1933) and (b) otherwise a person to whom the Consent Solicitation can be lawfully made and that may lawfully participate in the Consent Solicitation; and (iv) Ineligible Bondholder means each Bondholder who is not an Eligible Bondholder.

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EARLY VOTING FEE

The Issuer will pay to the Bondholders (other than Ineligible Bondholders, as to which see “Ineligible Holder Payment” below) from whom a valid Solicitation Instruction in respect of the Extraordinary Resolution (whether cast in favour of or against the Extraordinary Resolution) is received by the Tender and Tabulation Agent on or before the Early Deadline of 4.00 p.m. (London time) on 14 March 2019, the Early Voting Fee, subject to (i) such Solicitation Instruction not being revoked (in the limited circumstances in which such revocation is permitted), (ii) the Extraordinary Resolution being duly passed and implemented and (iii) the Issuer not having previously terminated the Consent Solicitation or the Proposal in accordance with the provisions for such termination set out in the Offer Memorandum, all as more fully described in the Offer Memorandum. Only Bondholders who deliver, or arrange to have delivered on their behalf, valid Solicitation Instructions in respect of the Extraordinary Resolution on or before the Early Deadline (which are not subsequently revoked, in the limited circumstances in which such revocation is permitted) will be eligible to receive the Early Voting Fee.

Bondholders who have not delivered or arranged for the delivery of a Solicitation Instruction or Tender Instruction as provided above but who wish to attend and vote at the Meeting in person or to make other arrangements to be represented or to vote at the Meeting may do so in accordance with the voting and quorum procedures set out in this Notice and the provisions for meetings of Bondholders set out in Schedule 3 to the Trust Deed. However, such Bondholders will not be eligible to receive any Early Voting Fee. Only Bondholders who deliver, or arrange to have delivered on their behalf, valid Solicitation Instructions on or before the Early Deadline will be eligible to receive the Early Voting Fee.

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INELIGIBLE HOLDER PAYMENT

Any Bondholder who is not eligible to participate in the Tender Offer or who is not eligible to deliver a Solicitation Instruction, on the basis that such Bondholder is either (i) a U.S. person and/or located or resident in the United States and/or (ii) a person to whom the Consent Solicitation cannot otherwise be lawfully made (each an Ineligible Bondholder) may be eligible, to the extent permitted by applicable laws and regulations, to receive an equivalent cash amount to the Early Voting Fee (the Ineligible Holder Payment).

To be eligible for the Ineligible Holder Payment, an Ineligible Bondholder must deliver, or arrange to have delivered on its behalf, a valid Ineligible Holder Instruction that is received by the Tender and Tabulation Agent on or before 4.00 p.m. (London time) on 14 March 2019 (the Ineligible Instruction Early Deadline) and is not subsequently revoked. Ineligible Bondholders who submit (and do not revoke) valid Ineligible Holder Instructions after the Ineligible Instruction Early Deadline but on or before 4.00 p.m. (London time) on 21 March 2019 (subject to the right of the Offeror to extend, re-open, amend and/or terminate the Proposal) (the Final Deadline) will not be eligible to receive the Ineligible Holder Payment.

Only Ineligible Bondholders may submit Ineligible Holder Instructions and be eligible to receive the Ineligible Holder Payment. By delivering, or arranging for the delivery on its behalf, of an Ineligible Holder Instruction in accordance with the procedures described below, a Bondholder shall be deemed to agree, acknowledge and represent to the Offeror, the Tender and Tabulation Agent, the Trustee, the Principal Paying Agent and the Dealer Managers that it is an Ineligible Bondholder. Eligibility for the Ineligible Holder Payment is subject to the passing and implementation of the Extraordinary Resolution (which implementation is itself subject to the Eligibility Condition) and the execution by, inter alios, the Offeror, the Guarantors and the Trustee of the Third Supplemental Trust Deed.

Where payable, Ineligible Holder Payments are expected to be paid by the Offeror to the relevant Ineligible Bondholders on the Settlement Date in the same manner as the payment of the Early Voting Fee.

By submitting an Ineligible Holder Instruction which is received by the Tender and Tabulation Agent before the Final Deadline, an Ineligible Bondholder will instruct the Principal Paying Agent to appoint one or more representatives of the Tender and Tabulation Agent as its proxy to attend the Meeting (and any adjourned such Meeting) and vote in favour of or against (as specified in the relevant Ineligible Holder Instruction) the Extraordinary Resolution, and will be deemed to represent that: (a) it is not a person that is, or is directly or indirectly owned or controlled by a person that is, described or designated in (i) the most current “Specially Designated Nationals and Blocked Persons” list (which as of the date hereof can be found at: https://www.treasury.gov/ofac/downloads/sdnlist.pdf) or (ii) the “Foreign Sanctions Evaders List” (which as of the date hereof can be found at: https://www.treasury.gov/ofac/downloads/fse/fselist.pdf) or (iii) the most current “Consolidated list of persons, groups and entities subject to EU financial sanctions” (which as of the date hereof can be found at: https://eeas.europa.eu/headquarters/headquarters-homepage_en/8442/Consolidated%20list%20of%20sanctions); or that is otherwise the subject of any sanctions administered or enforced by any Sanctions Authority, other than solely by virtue of their inclusion in: (A) the most current “Sectoral Sanctions Identifications” list (which as of the date hereof can be found at: https://www.treasury.gov/ofac/downloads/ssi/ssilist.pdf) (the SSI List), (B) Annexes 3, 4, 5 and 6 of Council Regulation No. 833/2014, as amended by Council Regulation No.960/2014, 2015/1797 and 2017/2212 (the EU Annexes), or (C) any other list maintained by a Sanctions Authority, with similar effect to the SSI List or the EU Annexes; (b) by blocking the relevant Bonds in the relevant Clearing System, it will be deemed to consent, in the case of a Direct Participant, to have such Clearing System provide details concerning its identity to the Tender and Tabulation Agent (and for the Tender and Tabulation Agent to provide such details to the Offeror and the Dealer Managers, and their respective legal advisers); (c) none of the Offeror, the Dealer Managers, the Trustee, the Principal Paying Agent and the Tender and Tabulation Agent or any of their respective directors, employees, affiliates or agents has given it any information with respect to the Extraordinary Resolution save as expressly set out in this Notice nor has any of them expressed any opinion about the terms of any Extraordinary Resolution or made any recommendation to it as to whether it should

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participate at the Meeting or whether to vote in favour of or against (or how to vote in respect of) the Extraordinary Resolution and it has made its own decision based on financial, tax or legal advice it has deemed necessary to seek and is assuming all the risks inherent in voting on the Extraordinary Resolution; and (d) no information has been provided to it by the Offeror, the Dealer Managers, the Trustee, the Principal Paying Agent or the Tender and Tabulation Agent, or any of their respective agents, affiliates, directors or employees, with regard to the tax consequences for a Bondholder arising from the implementation of any Extraordinary Resolution or the receipt by it of the Ineligible Holder Payment (if applicable), and it acknowledges that it is solely liable for any taxes and similar or related payments imposed on it under the laws of any applicable jurisdiction as a result of its receipt of any Ineligible Holder Payment, and agrees that it will not and does not have any right of recourse (whether by way of reimbursement, indemnity or otherwise) against the Offeror, the Dealer Managers, the Trustee, the Principal Paying Agent or the Tender and Tabulation Agent, or any of their respective agents, affiliates, directors or employees, or any other person in respect of such taxes and payments. The representation set out at (a) above shall not apply to the extent that they would result in a violation of Council Regulation (EC) No 2271/1996 of 22 November 1996 (the EU Blocking Regulation) and/or any associated and applicable national law, instrument or regulation similar to the EU Blocking Regulation which may be implemented by the United Kingdom.

Submission of Ineligible Holder Instructions

In respect of any Bonds held through Euroclear or Clearstream, Luxembourg, the submission of Ineligible Holder Instructions will be deemed to have occurred upon receipt by the Tender and Tabulation Agent from Euroclear or Clearstream, Luxembourg, as applicable, of a valid instruction (an Ineligible Holder Instruction) submitted in accordance with the requirements of Euroclear or Clearstream, Luxembourg, as applicable.

Each such Ineligible Holder Instruction must specify, among other things, the aggregate principal amount of the Bonds to which such Ineligible Holder Instruction relates, and that the Ineligible Bondholder wishes to instruct the Principal Paying Agent to appoint one or more representatives of the Tender and Tabulation Agent to attend the Meeting (and any adjourned such Meeting) and to vote in favour of or against (as specified in the relevant Ineligible Holder Instruction) the Extraordinary Resolution. The receipt of such Ineligible Holder Instruction by Euroclear or Clearstream, Luxembourg, as applicable, will be acknowledged in accordance with the standard practices of Euroclear or Clearstream, Luxembourg, as applicable, and will result in the blocking of the relevant Bonds in the relevant Ineligible Bondholder’s account with Euroclear or Clearstream, Luxembourg, as applicable, so that no transfers may be effected in relation to such Bonds until the earlier of (a) if the Extraordinary Resolution is not passed and/or not implemented, the conclusion of the Meeting (or, if applicable, any adjournment of such Meeting); (b) the date of any termination of the Consent Solicitation; (c) the date on which the Ineligible Holder Instruction is revoked, in the limited circumstances in which such revocation is permitted (including the automatic revocation on the termination of the Consent Solicitation) and provided any such revocation is received by the Tender and Tabulation Agent more than 48 hours before the time set for the Meeting; or (d) if the Extraordinary Resolution is passed and implemented, the time of the settlement on the Settlement Date.

Only Direct Participants (as defined under “Voting and Quorum” below) may submit Ineligible Holder Instructions. Each beneficial owner of Bonds who is an Ineligible Bondholder and is not a Direct Participant, must arrange for the Direct Participant through which such beneficial owner of Bonds who is an Ineligible Bondholder holds its Bonds to submit an Ineligible Holder Instruction on its behalf to Euroclear or Clearstream, Luxembourg, as applicable, before the deadlines specified by the relevant Clearing System.

Bondholders are advised to check with any bank, securities broker or other intermediary through which they hold their Bonds when such intermediary would need to receive instructions from a Bondholder in order for such Bondholder to submit an Ineligible Holder Instruction by the deadline specified above. The deadlines set by any such intermediary and each Clearing System for the submission and revocation of Ineligible Holder Instructions will be earlier than the deadline specified above.

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GENERAL

Copies of the Trust Deed (including the Terms and Conditions of the Bonds) and the draft Third Supplemental Trust Deed referred to in the Extraordinary Resolution set out above and of certain other relevant documents will be available for inspection by Bondholders at the specified offices of the Paying Agents and may be obtained from the Tender and Tabulation Agent, the contact details for whom are set out below.

Copies of the Trust Deed, the Offer Memorandum and the current draft of the Third Supplemental Trust Deed referred to in the Extraordinary Resolution are also available for inspection by the Bondholders at the Meeting and at the offices of Allen & Overy LLP, One Bishops Square, London E1 6AD, United Kingdom for 15 minutes before the Meeting. Any revised version of the draft Third Supplemental Trust Deed made available as described above and marked to indicate changes to the draft made available on the date of this Notice will supersede the previous draft and the Bondholders will be deemed to have notice of such changes.

The attention of Bondholders is particularly drawn to the procedures for voting, quorum and other requirements for the passing of the Extraordinary Resolution at the Meeting or any meeting held following any adjournment of the Meeting, which are set out in paragraph 2 of “Voting and Quorum” below. Having regard to such requirements, Bondholders are strongly urged either to attend the Meeting or to take steps to be represented at the Meeting (including by way of submitting Solicitation Instructions in respect of the Proposal or submitting Tender Instructions) as soon as possible.

The Directors of the Offeror have no interests in the securities described in this Notice.

Market values for the Bonds (expressed as a percentage of the nominal amount of the Bonds and as determined by reference to the mid-level price sourced from CBBT for the Bonds) are set out below.

Date	Mid-level Price
26 February 2019 (being the last practicable date before the date of the Offer Memorandum)	107.616
1 February 2019 (being the first dealing day in the first month before the date of the Offer Memorandum)	107.939
2 January 2019 (being the first dealing day in the second month before the date of the Offer Memorandum)	108.242
3 December 2018 (being the first dealing day in the third month before the date of the Offer Memorandum)	108.593
1 November 2018 (being the first dealing day in the fourth month before the date of the Offer Memorandum)	109.235
1 October 2018 (being the first dealing day in the fifth month before the date of the Offer Memorandum)	109.599
3 September 2018 (being the first dealing day in the sixth month before the date of the Offer Memorandum)	110.127

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VOTING AND QUORUM

Bondholders who have submitted and not revoked (in the limited circumstances in which revocation is permitted) a valid Tender Instruction, Solicitation Instruction or Ineligible Holder Instruction in respect of the Extraordinary Resolution, by which they will have given instructions for the appointment of one or more representatives of the Tender and Tabulation Agent by the Paying Agent as their proxy to vote (a) in the case of Tender Instructions, in favour of, or (b) in the case of Solicitation Instructions or Ineligible Holder Instructions, in favour of or against (as specified in the relevant Solicitation Instruction or Ineligible Holder Instruction) the Extraordinary Resolution at the Meeting (or any adjourned Meeting), need take no further action to be represented at the Meeting (or any adjourned Meeting).

Bondholders who have not submitted a Tender Instruction or a Solicitation Instruction or Ineligible Holder Instruction in respect of the Extraordinary Resolution should take note of the provisions set out below detailing how such Bondholders can attend or take steps to be represented at the Meeting (references to which, for the purpose of such provisions, include, unless the context otherwise requires, any adjourned Meeting).

The provisions governing the convening and holding of a Meeting are set out in Schedule 3 to the Trust Deed, a copy of which is available from the date of this Notice to the conclusion of the Meeting (or any adjourned Meeting) as set out above.

1. Each person (a beneficial owner) who is the owner of a particular principal amount of the Bonds through Euroclear Bank SA/NV (Euroclear), Clearstream Banking S.A. (Clearstream, Luxembourg), or a person who is shown in the records of Euroclear or Clearstream, Luxembourg as a holder of Bonds (a Direct Participant), should note that a beneficial owner will only be entitled to vote at the Meeting in accordance with the procedures set out below and where a beneficial owner is not a Direct Participant it will need to make the necessary arrangements, either directly or with the intermediary through which it holds its Bonds, for the Direct Participant to complete these procedures on its behalf.

A Bondholder wishing to attend the Meeting in person must produce at the Meeting a valid voting certificate issued by a Paying Agent relating to the Bond(s) in respect of which he wishes to vote.

A Bondholder not wishing to attend and vote at the Meeting in person may give a voting instruction (by giving his voting instructions to Clearstream, Luxembourg and/or Euroclear or on a voting instruction form obtainable from the specified offices of any of the Paying Agents set out below) instructing a Paying Agent to issue a block voting instruction to appoint a proxy to attend and vote at the Meeting in accordance with his instructions.

A Bondholder must request the relevant Clearing System to block the Bonds in his own account and to hold the same to the order or under the control of a Paying Agent not later than 48 hours before the time appointed for holding the Meeting in order to obtain voting certificates or give voting instructions in respect of the relative Meeting. Bonds so blocked will not be released until the earlier of:

(a) if the Extraordinary Resolution is not passed and/or not implemented, the conclusion of the Meeting (or, if applicable, any adjournment of such Meeting);

(b) the date of any termination of the Consent Solicitation; or

(c) if the Extraordinary Resolution is passed and implemented, the time of the settlement on the Settlement Date; and

(d) (i) in respect of voting certificate(s), the surrender to a Paying Agent of such voting certificate(s) and notification by the relevant Paying Agent to the relevant Clearing System of such surrender or the compliance in such other manner with the rules of the relevant Clearing System; or

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(ii) in respect of voting instructions, not less than 48 hours before the time for which the Meeting (or, if applicable, any adjournment of such Meeting) is convened, the notification in writing of any revocation of a Bondholder’s previous instructions to the Paying Agent and the same then being notified in writing by the Paying Agent to the Issuer and the Trustee at least 24 hours before the time appointed for holding the Meeting and such Bonds ceasing in accordance with the procedures of the relevant Clearing System and with the agreement of such Paying Agent to be held to its order or under its control.

2. The quorum required at the Meeting is one or more Bondholders or agents present in person holding voting certificates or being proxies and representing in the aggregate not less than 75 per cent. in principal amount of the Bonds for the time being outstanding. If a quorum is not present at the Meeting, the Meeting will be adjourned and the Extraordinary Resolution will be considered at an adjourned Meeting (notice of which will be given to the Bondholders). The quorum at such an adjourned Meeting will be one or more Bondholders present in person holding voting certificates or being proxies and representing in the aggregate more than 25 per cent. of the principal amount of the Bonds for the time being outstanding

Bondholders should note this high quorum requirement and should be aware that if the Bondholders either present or appropriately represented at the Meeting are insufficient to form a quorum the Extraordinary Resolution, and consequently the Proposal, cannot be formally considered thereat. Bondholders are therefore encouraged either to attend the Meeting in person or to arrange to be represented at the Meeting as soon as possible.

3. In the event such quorum is not present within 15 minutes from the time initially fixed for a Meeting such Meeting shall be adjourned until such date, not less than 14 nor more than 42 days later and at a time and place as the Chairman may decide. If a quorum is not present within 15 minutes from the time fixed for a Meeting so adjourned, the Meeting shall be dissolved.

4. Every question submitted to the Meeting will be decided on a show of hands unless a poll is (before, or on the declaration of the result of, the show of hands) duly demanded by the Chairman of the Meeting or by the Issuer, the Trustee or by one or more persons present and representing in the aggregate not less than two per cent. of the principal amount of the Bonds then outstanding. On a show of hands every person who is present in person and produces a Bond or a voting certificate or is a proxy shall have one vote. On a poll every person who is so present shall have one vote in respect of each £1,000 in principal amount of Bonds so produced or represented by the voting certificate so produced or in respect of which he is a proxy. Without prejudice to the obligations of proxies, a person entitled to more than one vote need not use them all or cast them all in the same way. In case of equality of votes the Chairman shall both on a show of hands and on a poll have a casting vote in addition to any other votes which he may have.

5. To be passed, the Extraordinary Resolution requires a majority in favour consisting of not less than 75 per cent. of the votes cast. If passed, the Extraordinary Resolution will be binding upon all the Bondholders, whether or not present at such Meeting and whether or not voting.

6. If passed, the Issuer shall give notice of the Extraordinary Resolution to Bondholders within 14 days of the Meeting, but failure to do so shall not invalidate the Extraordinary Resolution.

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This Notice is given by:

WPP FINANCE S.A.

32-34 rue Marbeuf,

75008, Paris,

France

Dated 28 February 2019.

PAYING AGENTS

Citibank, N.A., London Branch

Citigroup Centre

Canada Square

Canary Wharf

London E14 5LB

Citigroup Global Markets Deutschland AG & Co. KGaA

Reuterweg 16

60323 Frankfurt

Germany

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