Significant agreements and
change of control

In addition to the financing agreements to which the Company is a party, details of which are given in note 24, the Company is a party to an agreement with Asatsu-DK Inc dated 3 August 1998 pursuant to which WPP subscribed for 20% (at that time) of the share capital of Asatsu and Asatsu subscribed for approximately 4% (at that time) of the issued share capital of WPP. The respective shareholdings may only be transferred following a procedure set out in the agreement. WPP and Asatsu are each entitled to nominate a non-executive director to the board of the other subject to retaining its shareholding in the other.

Each of the 600 million 4.375% bonds due in December 2013, £400 million 6% bonds due in April 2017, 500 million 5.25% bonds due in January 2015, 750 million 6.625% bonds due 2016 and the £200 million 6.375% bonds due November 2020, contain provisions which are triggered on a change of control of the Company. The holders of such bonds have the right to repayment at par if the Company is non-investment grade at the time of the change of control or becomes non-investment grade within 120 days of the announcement of the change of control.

In addition the Group has a $1.6 billion Revolving Credit Facility due August 2012, a £650 million term facilities agreement expiring July 2010 and a £600 million Revolving Credit Facility agreement expiring July 2011, the terms of which require the consent of the majority of the lenders if a proposed merger or consolidation of the Company would alter its legal personality or identity.

The impact of a change of control on WPP’s incentive plans is dealt with in Key elements of short- and long-term remuneration.