Considerations taken into account when setting our Executive Remuneration Policy

Employment conditions at WPP

When reviewing changes to the compensation levels for the directors, the committee considers any changes in light of the increases awarded across the Group over a relevant period of time, in conjunction with the other factors set out in the policy table. The committee did not consult employees when drawing up this Executive Remuneration Policy.

Share owner views

WPP continues to engage openly with share owners and institutional investors to discuss matters relating to compensation. The feedback received during these conversations is valuable and is among the factors that inform the decisions made by the committee.

During 2013, the committee consulted with share owners on the design of the EPSP. The selection of performance measures took account of the feedback received. More generally, formal and informal share owner feedback has been used by the committee when drafting this Executive Remuneration Policy.

Glossary

The following are acronyms used throughout the policy:

Acronym Definition
DEPs Dividend Equivalent Payments
DSUs Deferred Stock Units
EPSP Executive Performance Share Plan – long-term incentive plan introduced in 2013
ESA Executive Share Award – the part of the STIP that is deferred into shares
ExSOP Executive Stock Option Plan
Good Leaver Broadly, when an individual is dismissed other than for cause (the particular meaning applicable to each share plan can be found in the relevant rules)
LEAP Leadership Equity Acquisition Plan – long-term incentive plan used to grant awards until the end of 2012
RSP Restricted Stock Plan
STIP Short-term Incentive Plan – the annual incentive plan comprising a cash bonus and an ESA

Chapter 9 of 13

69%