Share Buy-Back Programme

WPP plc ("WPP")

Share buy-back programme

WPP announces that it has entered into an agreement with Goldman Sachs International ("Goldman Sachs") on 4 March 2022 in relation to the purchase by Goldman Sachs of WPP's ordinary shares of 10 pence each ("Ordinary Shares") for an aggregate purchase price of up to £200m (the "Programme"). Ordinary Shares acquired by Goldman Sachs under the agreement will be simultaneously on-sold by Goldman Sachs to WPP.

The purchase of shares in accordance with the Programme is expected to commence shortly after 4 March 2022 and a further announcement will be made upon completion. The purpose of the Programme is to reduce the share capital of WPP.

Any purchase of Ordinary Shares contemplated by this announcement will be carried out on the London Stock Exchange and/or other trading venues.¹ WPP's shareholders generally authorised WPP to purchase up to a maximum of 121,258,871 Ordinary Shares at its 2021 Annual General Meeting held on 9 June 2021, subject to certain limitations (the "Authority"). The aggregate number of Ordinary Shares acquired by the Company pursuant to the Programme shall not exceed the maximum number of Ordinary Shares which the Company is authorised to purchase pursuant to the Authority. The Authority expires on the earlier of the date of the Annual General Meeting of the Company to be held in 2022 and 1 September 2022. The Programme will be executed in accordance with (and subject to the limits prescribed by) the Authority and will be conducted within the parameters prescribed by the Market Abuse Regulation 596/2014/EU (as in force in the UK and as amended by the Market Abuse (Amendment) (EU Exit) Regulations 2019), the Commission Delegated Regulation 2016/1052/EU (as in force in the UK and as amended by the FCA's Technical Standards (Market Abuse Regulation) (EU Exit) Instrument 2019) and in accordance with Chapter 12 of the UK Listing Rules. Any market repurchase of Ordinary Shares will be announced no later than 7.30am on the business day following the calendar day on which the repurchase occurred.

Goldman Sachs will make any disclosures it is legally required to make in relation to such transactions.

^[1] Includes Cboe BXE, Cboe CXE and Turquoise.

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About WPP 

WPP is the creative transformation company. We use the power of creativity to build better futures for our people, planet, clients and communities. For more information, visit www.wpp.com.  

ENDS