Implementation of reward policy for management outside the Board

As noted under the Notes to the policy table, the Company uses share-based compensation across the workforce to incentivise, retain and recruit talent which encourages a strong ownership culture among employees. The use of the main share plans in 2013 is described below.

The Restricted Stock Plan

The WPP Leaders, Partners and High Potential program was used to provide awards to about 1,600 of our key executives. Awards will vest three years after grant, provided the participant is still employed within the Group.

The Executive Stock Option Plan

An award was granted to one person in 2013 (one in 2012). This plan is not generally used.

All-employee plan

During 2013, Worldwide Ownership Plan awards were made to over 50,000 employees, including over 11,000 new participants. By 31 December 2013, options under this plan had been granted to approximately 129,000 employees over 61 million shares since March 1997.

Share incentive dilution for 2003 to 2013

The share incentive dilution level, measured on a 10-year rolling basis, was at 3.1% at 31 December 2013 (3.7% – 2012). It is intended that awards under all plans, other than share options, will all be satisfied with purchased shares held either in the ESOPs or in treasury.

Jeffrey Rosen
Chairman of the Compensation Committee on behalf of the Board of Directors of WPP plc

16 April 2014

Chapter 9 of 13