WPP's Updated Offer for TNS

2 October, 2008



Further to the announcement made on 29 September 2008, a circular containing information in relation to the proposal to introduce a new UK-listed parent company for the WPP group (the “Circular”) is being posted to TNS Share Owners today.

Offer declared final*

WPP announces that the Offer, which remains subject to the terms and conditions set out in the Offer Document not already declared satisfied, save to the extent varied as a consequence of WPP’s proposal to introduce a new parent company, is final and will not be increased*. The Offer (including the Mix and Match Facility) remains open for acceptance until 3.00 p.m. (London time) on 3 October 2008.

* The Offer is final and will not be increased except that WPP reserves the right to set this statement aside if a competitive situation arises or otherwise with the consent of the Panel.

Terms of the Offer

As previously announced, the WPP Offer for TNS is being made on the following basis:

For each TNS Share 173 pence in cash and 0.1889 of a WPP Share

Based on a Closing Price of 456.5 pence per WPP Share on 1 October 2008, the Offer values each TNS Share at approximately 259.2 pence and the entire issued and to be issued share capital of TNS at approximately £1,136 million. The Offer represents a premium of approximately:

• 52 per cent. over the Closing Price of 171 pence per TNS Share on 28 April 2008, being the last Business Day prior to the announcement by TNS of a potential merger with GfK Aktiengesellschaft; and

• 21 per cent. over the Closing Price of 215 pence per TNS Share on 2 May 2008, being the last Business Day prior to the announcement by TNS that it had received a proposal from WPP,

in each case based on the Closing Price of 456.5 pence per WPP Share on 1 October 2008.

WPP believes the Offer provides a substantial premium for TNS Share Owners with both cash certainty and potential equity upside.

Visit the Investor site to see the full terms of WPP's updated offer for TNS.

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