Annual Bonus Deferral Plan:

Participant Guide

Objectives
The WPP Annual Bonus Deferral Plan is designed to provide an easy and tax efficient mechanism
to those who may receive a discretionary annual bonus (STIP) to defer all or part of that bonus into
WPP stock. It offers an opportunity to benefit from the long-term growth and success of the Group,
with a further gift of free stock at the end of the investment period.
This booklet describes the key points of the Plan and how you can participate.

Plan summary
> You can defer all or part of your annual bonus, which will be used to purchase WPP stock.
> The stock is then held for you for four years.
> At the end of the four-year period, you will receive the stock, plus free stock equal to
a further 25% as a gift from WPP.

> If you leave the Group before the end of the four-year period, you may withdraw your
stock, but you will not receive the free stock.

Please note: This Plan relates to discretionary annual bonuses (STIPs) only.

Plan details
Bonus waiver
You can elect to waive all or part of the discretionary bonus that you may receive next year
in relation to your performance in the current financial year.
Four-year plan
The waived element of your bonus will then be used to buy stock (called Basic Stock) in WPP.
This stock will be held for you for four years.
Basic Stock and Bonus Stock
At the end of the four-year period, you will receive the Basic Stock held for you.
You will also receive an additional free gift of stock equal to 25% of the Basic Stock.
This is called Bonus Stock.
For example, if the amount of your waived bonus was sufficient to buy 100 shares in
WPP stock at the beginning of the four-year period, at the end of four years you will
receive 125 shares, provided you are still employed by the Group.
The Bonus Stock will only be awarded if you remain employed within the WPP Group for the
four-year period.
Pre-tax deferral
The Plan enables you to defer your pre-tax discretionary annual bonus. This means that
more Basic Stock will be held for you than if you bought WPP stock directly out of
your post-tax income.
Important note
The WPP stock price can go down as well as up. Therefore, any gain will depend upon the
WPP stock price at the end of the four-year period.
Please note:
Because of local regulatory conditions, the Annual Bonus Deferral Plan operates in certain countries
only: Argentina, Australia, Brazil, Germany, Greece, Ireland, Italy, Mexico, Portugal, Spain, Sweden,
Taiwan, Thailand, The Netherlands, The Philippines, the UK and the US. You may only participate in
the Plan if you work for a WPP company in one of the countries listed above.

2 | Annual Bonus Deferral Plan | October 2014

Your questions answered

Can I participate?
If you participate in your companys discretionary
annual bonus plan (STIP) and are resident in one of
the countries listed on the previous page, you are
eligible to participate in this Plan. Whether or not
you choose to do so is entirely your own decision.
The amount of your annual bonus will not be
affected by your decision.
How much of my bonus can I waive?
You can decide to waive up to a maximum of 100%
of your gross (pre-tax) bonus in multiples of 10%.
However, the total target amount deferred must
exceed $5,000 (or equivalent in local currency).
When do I make the decision?
For US participants, if you want to defer all or part
of your bonus, you must make the decision to
waive by 31 December in the year prior to which
the bonus is earned. For non-US participants, you
must make the decision before the end of the
financial year in which the bonus is earned. You
cannot wait until the bonus is actually paid.
What if I change my mind after Ive elected
to participate?
You cannot withdraw; the election is irrevocable
for that years bonus.
Can I participate in forthcoming years?
Yes, the Plan is an annual rolling plan.
Do I need to make the election every year?
No. You can make the election once and it will
continue to apply every year (assuming you
continue to be eligible to receive an annual bonus)
until you notify us that you no longer wish to
participate in the Plan, or until WPP terminates
the Plan.
If you want to stop participating, US participants
must tell us by 31 December in the year prior to
which the bonus is earned. For non-US
participants, you must tell us before the end of the
financial year for which the bonus is being earned.
Your bonus arrangements will then return to normal.
What happens if I leave during the
four-year period?
If you leave during the time the Basic Stock is being
held, you may receive the Basic Stock due to you
upon cessation of employment. However, you will
not receive the additional Bonus Stock.
Exactly what stock will I receive?
If you are located in Europe, the Basic and Bonus
Stock will be in WPP ordinary shares, listed on the
London Stock Exchange.
If you are located outside Europe, the Basic and
Bonus Stock will comprise WPP American
Depository Shares (ADSs), listed on the Nasdaq.
What about dividends?
Any dividends paid on the Basic Stock during
the time it is held for you will be invested in
additional WPP stock. Dividends are not paid
on the Bonus Stock.

What happens after four years?

After the four-year investment period you will
receive both the Basic Stock and the free Bonus
Stock, together with any Dividend Stock.
Upon receipt, you will probably incur an income tax
liability and you may therefore wish to sell some of
the stock to settle that tax. Arrangements will be
put in place to help you do this; we will send you
details nearer the time.
You will be asked whether you wish to receive your
stock directly, or to translate its value into cash.
If you choose the latter option, subject to WPPs
discretion, the Basic, Bonus and Dividend Stock
will be converted into cash in your local currency
and paid to you, less any deduction of tax required
at the time.
What are the tax implications of this Plan?
The Plan has been structured so that:

>Y
 ou may defer your gross (pre-tax) bonus into
WPP stock.

>W
 hen you receive the stock, tax will normally

become payable on the total payment you

receive, including the Basic Stock, the Bonus
Stock and Dividend Stock, based on the value
at that time.

However, as tax laws and practices change, WPP

cannot guarantee that you will not be taxed on any
waived bonus amounts prior to the day you receive
your stock. Any tax consequences resulting from
bonuses paid to or waived by you are your
responsibility and neither WPP nor any of its
subsidiaries can accept liability for any resultant
tax change.
It is also likely that your employer will be required
to withhold any income tax due through the payroll
system. If this is the case, a sufficient amount of
your stock will be sold automatically so that the
proceeds will cover the tax due.
If you have any doubts about the tax
implications of this Plan you should consult
your own tax adviser.
WPP stock is valued in Sterling or US $ but
Im paid in a different currency what is the
impact for me?
Your bonus would normally be paid to you in your
local currency. If you elect to defer all or part of your
bonus into Basic Stock through this Program, the
amount of stock purchased will depend on the
stock price and the exchange rate at the time of
purchase. This will also determine the amount
of the Bonus Stock you receive.
When you receive the Basic, Bonus and Dividend
Stock at the end of the four-year period, you can
choose when to sell it. Again, the income you
receive in your local currency will depend on the
stock price and exchange rate at the time of selling.

The Dividend Stock will be paid to you at the

end of the four-year period. You will not receive
any dividends directly during the time the stock
is held for you.
Annual Bonus Deferral Plan | October 2014 | 3

Further information

For further information regarding this Annual Bonus Deferral Plan,

please contact:
Nicky Blyth
Worldwide Stock Plan Manager
WPP 2005 Ltd.
27 Farm Street
London W1J 5RJ
UK
Tel +44(0)20 7408 2204
Fax +44(0)20 7408 1241
nblyth@wpp.com
Information about this and other incentive
plans is also available on the WPP Group
intranet: www.insidewpp.com.
This booklet is only a summary of the Plan.
If there is a conflict between this booklet and
the Rules of the Plan, the Rules will prevail.
WPP plc 2014/10
Registered in Jersey, Number 111714
Registered Office:
queensway House
Hilgrove Street
St Helier
Jersey
JE1 1ES

4 | Annual Bonus Deferral Plan | October 2014