CITIBANK NA: Optional Redemption Notice

  CITIBANK NA: Optional Redemption Notice

UK Regulatory Announcement


considering what action you should take, you are recommended to seek your own
personal advice immediately from your solicitor, accountant or other
professional adviser authorised under the Financial Services and Markets Act
2000, as amended.

Unless the context otherwise requires, the definitions in the terms and
conditions of the Bonds (defined below) shall also apply to this notice.

To the holders of the outstanding convertible bonds due 19 May, 2014 (the
“Bonds”) issued by WPP plc (the “Company”)

                          OPTIONAL REDEMPTION NOTICE

Notice is hereby given that, in accordance with Condition 7 (b) of the terms
and conditions of the Bonds, the Company intends to exercise its option to
redeem on 4 November, 2013 (the “Optional Redemption Date”) all outstanding
Bonds at their principal amount plus accrued but unpaid interest in respect of
such Bonds up to, but excluding, the Optional Redemption Date.

As an alternative to the redemption of the Bonds, Bondholders have the option
under Condition 6(a) to exchange Bonds for ordinary shares in WPP plc by
delivering a duly completed Conversion Notice to Citibank N.A., London Branch
(acting as Paying and Conversion Agent) by no later than the close of business
(at the place where the duly completed Conversion Notice is delivered) 7 days
prior to the Optional Redemption Date (the “Conversion Deadline”). In
accordance with Condition 6 (g), Bondholders must in respect of the allotment,
issue or transfer and delivery of any ordinary shares in respect of the
exercise of Conversion Rights pay any taxes or duties arising on the
conversion, other than any capital, stamp issue, registration and transfer
taxes and duties payable in Jersey, the Republic of Ireland or the United

As at the date of this Optional Redemption Notice, the Conversion Price is GBP
5.88. The 16 September, 2013 closing price of an ordinary share in WPP plc was
GBP 12.96. The Conversion Deadline now represents the final opportunity for
Bondholders to convert Bonds into ordinary shares in WPP plc before the
redemption of all outstanding Bonds on the Optional Redemption Date.


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