Implementation of reward policy for management outside the Board

As noted in the Notes to the policy table, the Company uses share-based compensation across the workforce to incentivise, retain and recruit talent and to encourage a strong ownership culture among employees. The use of the main share plans in 2014 is described below.

The Restricted Stock Plan

The WPP Leaders, Partners and High Potential program provided awards to about 1,700 of our key executives in 2014. Awards will vest three years after grant, provided the participant is still employed within the Group.

The Executive Stock Option Plan

No awards were made under this plan in 2014 (one in 2013). This plan will expire in 2015, but a new option plan will be tabled for share owner approval in 2015 in combination with the all-employee option plan. There is no plan to start granting executive options as a matter of general course.

All-employee plan

During 2014, Worldwide Ownership Plan awards were made to over 50,000 employees, including over 9,000 new participants. By 31 December 2014, options under this plan had been granted to approximately 139,000 employees over 67 million shares since March 1997.

The Company is tabling a new plan for share owner approval at the AGM, which will be used to grant awards under this program in the future.

Share incentive dilution for 2004 to 2014

The share incentive dilution level, measured on a 10-year rolling basis, was at 2.7% at 31 December 2014 (2013: 3.1%). It is intended that awards under all plans, other than share options, will all be satisfied with purchased shares held either in the ESOPs or in treasury.

Sir John Hood
Chairman of the Compensation Committee on behalf of the Board of Directors of WPP plc
20 April 2015