Executive directors' interests (audited)

Executive directors’ interests in the Company’s ordinary share capital are shown in the following table. Save as disclosed in this table and in the Compensation Committee Report, no executive director had any interest in any contract of significance with the Group during the year. Each executive director has a technical interest as an employee and potential beneficiary in shares in the Company held under the ESOPs. More specifically, the executive directors have potential interests in shares related to the outstanding awards under LEAP III, the EPSP and ESAs, as set out below. As at 31 December 2013, the Company’s ESOPs (which are entirely independent of the Company and have waived their rights to receive dividends) held in total 24,048,113 shares in the Company (22,570,364 in 2012).

Scheme interests  
Nil- or nominal-cost options  
Director Total beneficial interests and deferred awards1 Shares (without performance conditions) With performance conditions (unvested) Without performance conditions (vested but unexercised) Share options without performance conditions exercised8

1 Shares held outright together with shares due pursuant to awards that have vested but receipt of which have been deferred with share owner approval (see footnote 6).

2 Shares due pursuant to the 2011 and 2012 Executive Stock Awards. Additional dividend shares will be due on vesting.

3 Shares due pursuant to the 2012 Executive Stock Awards. Additional dividend shares will be due on vesting.

4 Maximum number of shares due on vesting pursuant to the outstanding LEAP III and EPSP awards. Additional dividend shares will be due on vesting.

5 As noted at footnote 4 above, less the maximum due under the 2009 LEAP III Award, which vested on 28 February 2014.

6 Shares (1) pursuant to the vesting of awards under Renewed LE AP (namely the 2004 and 2005 awards, part of the 2006 award and the 2007 award) and (2) which originally formed part of the Capital Investment Plan (an award made in 1995, which vested in 1999, in respect of 4,691,392 shares in total, some of which have been received by Sir Martin Sorrell) and which now comprise the share owner-approved UK and US Deferred Stock Units Awards Agreements. The receipt of all of these awards has been deferred until November 2017 in accordance with share owner approval. Dividend shares will be due on the exercise of these options.

7 As noted at footnote 6 above, with the addition of the shares due pursuant to the vesting of the UK part of the 2009 LEAP III Award. The receipt of this award has been deferred until November 2017 in accordance with share owner approval. Dividend shares will be due on the exercise of this option.

8 Shares acquired during the year pursuant to the exercise of options.

9 On 28 March 2014, Sir Martin Sorrell gifted 1,100,000 ordinary shares to The JMCMRJ Sorrell Charitable Foundation. At 16 April 2014, The JMCMRJ Sorrell Charitable Foundation is interested in 2,105,936 ordinary shares. Sir Martin has no beneficial interest in these shares.

Sir Martin
Sorrell
9
At 31 Dec 2013 18,556,204 492,5352 10,656,2254 7,813,7836
At 16 Apr 2014 27,969,373 132,1393 8,826,8355 8,773,4567
Paul Richardson At 31 Dec 2013 19,010,399 172,8502 2,171,7304
At 16 Apr 2014 2,480,340 62,8753 1,654,6155
Mark Read At 31 Dec 2013 797,619 72,9062 609,0004 20,494
At 16 Apr 2014 617,135 24,4523 471,9705

Share ownership guidelines

As detailed in the Executive Remuneration Policy, the executive directors are required to achieve a minimum level of share ownership of WPP shares. The Group chief executive, Group finance director and chief executive, WPP Digital are required to hold shares to the value of 600%, 300% and 200% of base salary and fees respectively.

At the end of 2013 and at the date of this Compensation Committee Report, all executive directors exceeded their share ownership guidelines.

Chapter 9 of 13

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